N-14 1 e25801nv14.htm FORM N-14 N-14
 

Due to size constraints, this filing is being made in three related submissions. This submission (N-14) is the first of the three related submissions to be followed by two amendments filed under Form Type N-14/A.
As filed with the Securities and Exchange Commission on January 24, 2007
Registration No.                     
 
 
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
o Pre-Effective Amendment No.                     
o Post-Effective Amendment No.                     
(Check appropriate Box or Boxes)
Goldman Sachs Trust
(Exact Name of Registrant as Specified in Charter)
312-655-4400
(Area Code and Telephone Number)
71 South Wacker Drive, Suite 500
Chicago, Illinois 60606
(Address of Principal Executive Offices)
Peter V. Bonanno, Esq.
Goldman, Sachs & Co.
One New York Plaza, 37th Floor
New York, New York 10004
(Name and address of Agent for Service)
Copies to:
Kenneth L. Greenberg, Esq.
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, Pennsylvania 19103
Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933.
Title of Securities Being Registered: Shares of Beneficial Interest, $.001 value
 
 

 

 

It is proposed that this filing will become effective on February 23, 2007 pursuant to Rule 488.
An indefinite amount of the Registrant’s securities has been registered under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940. In reliance upon such Rule, no filing fee is being paid at this time.

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GOLDMAN SACHS TRUST
FORM N-14
CROSS REFERENCE SHEET
         
Item No.   Heading
Part A    
 
        
1.
  Beginning of Registration Statement and Outside Front Cover Page of Prospectus   Cover Page of Registration Statement; Cross-Reference Sheet; Front Cover Pages of Proxy Statements/Prospectuses for the AXA Enterprise Funds
 
        
2.
  Beginning and Outside Back Cover Page of Prospectus   Table of Contents
 
        
3.
  Fee Table, Synopsis Information and Risk Factors   Summary; Board’s Consideration of the Reorganizations; The Reorganizations; Federal Income Tax Consequences of the Reorganizations; Voting Information; Comparison of Investment Objective, Policies and Strategies; Comparison of Principal Risk Factors; Comparison of Fees and Expenses; Comparative Performance Information; Comparison of Distribution Policies and Purchase, Redemption and Exchange Policies; Capitalization
 
        
4.
  Information About the Transaction   Additional Information Applicable to All of the Reorganizations; Reasons for the Reorganizations, and Board Considerations; The Reorganization Agreement; Description of Securities to be Issued; Federal Income Tax Consequences; Capitalization
 
        
5.
  Information About the Registrant   Summary; Comparison of Investment Objective, Policies and Strategies, Comparison of Principal Risk Factors; Comparison of Fees and Expenses; Comparative Performance Information; Comparison of Distribution Policies and Purchase, Redemption and Exchange Policies; Capitalization; Investment Advisers and Advisory Fee Information; Other Service Providers; Administration Arrangements; Shareholder Transactions and Services of the AXA Enterprise Funds and GST Funds; Financial Highlights; Materials Incorporated by Reference
 
        
6.
  Information About the Company Being Acquired   Summary; Comparison of Investment Objective, Policies and Strategies; Comparison of Principal Risk Factors; Comparison of Fees and Expenses; Comparative Performance Information; Comparison of Distribution Policies and Purchase, Redemption and Exchange Policies; Capitalization; Investment Advisers and Advisory Fee Information; Other Service Providers; Administration Arrangements; Shareholder Transactions and Services of the AXA Enterprise Funds and GST Funds; Materials Incorporated by Reference

 

 

         
Item No.   Heading
7.
  Voting Information   Voting Information
 
        
8.
  Interest of Certain Persons and Experts   Not Applicable
 
        
9.
  Additional Information Required for Reoffering by Persons Deemed to be Underwriters   Not Applicable
 
        
Part B    
 
        
10.
  Cover Page   Cover Page
 
        
11.
  Table of Contents   Not Applicable
 
        
12.
  Additional Information About the Registrant   Incorporation of Documents by Reference into the Statement of Additional Information
 
        
13.
  Additional Information About the Company Being Acquired   Incorporation of Documents by Reference into the Statement of Additional Information
 
        
14.
  Financial Statements   Pro Forma Financial Information
Part C
Items 15-17. Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C of this Registration Statement.

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AXA Enterprise Funds Trust
AXA Enterprise Capital Appreciation Fund
AXA Enterprise Deep Value Fund
AXA Enterprise Equity Fund
AXA Enterprise Equity Income Fund
AXA Enterprise Growth and Income Fund
AXA Enterprise International Growth Fund
AXA Enterprise Large Cap Growth Fund
AXA Enterprise Small Company Growth Fund
AXA Enterprise Small Company Value Fund
AXA Enterprise Government Securities Fund
AXA Enterprise High-Yield Bond Fund
AXA Enterprise Short Duration Bond Fund
AXA Enterprise Tax-Exempt Income Fund
AXA Enterprise Money Market Fund
Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 450
Atlanta, Georgia 30326
                    , 2007
Dear Shareholder:
      On behalf of the Board of Trustees of AXA Enterprise Funds Trust (“Enterprise Trust”), we are pleased to invite you to a special meeting of shareholders of the Enterprise Trust’s funds named above (each fund an “AXA Enterprise Fund” and, together, the “AXA Enterprise Funds”) to be held at [                     a.m.] (Eastern time) on April 25, 2007 at the offices of AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104 (the “Special Meeting”). At the Special Meeting, you will be asked to approve an Agreement and Plan of Reorganization, dated as of January      , 2007 (the “Reorganization Agreement”), by and between Enterprise Trust and the Goldman Sachs Trust (“GST”), which contemplates the reorganization of each of the AXA Enterprise Funds into a corresponding fund of GST (each a “GST Fund” and, together, the “GST Funds”) as follows:
     
AXA Enterprise Fund   GST Fund
     
AXA Enterprise Capital Appreciation Fund
AXA Enterprise Deep Value Fund
AXA Enterprise Equity Fund
AXA Enterprise Equity Income Fund
AXA Enterprise Growth and Income Fund
AXA Enterprise International Growth Fund
AXA Enterprise Large Cap Growth Fund
AXA Enterprise Small Company Growth Fund
AXA Enterprise Small Company Value Fund
AXA Enterprise Government Securities Fund
AXA Enterprise High-Yield Bond Fund
AXA Enterprise Short Duration Bond Fund
AXA Enterprise Tax-Exempt Income Fund
AXA Enterprise Money Market Fund		   Goldman Sachs Structured U.S. Equity Fund†
Goldman Sachs Large Cap Value Fund
Goldman Sachs Structured Large Cap Growth Fund†
Goldman Sachs Growth and Income Fund
Goldman Sachs Growth and Income Fund
Goldman Sachs Strategic International Equity Fund
Goldman Sachs Capital Growth Fund†
Goldman Sachs Structured Small Cap Growth Fund
Goldman Sachs Structured Small Cap Value Fund
Goldman Sachs Government Income Fund
Goldman Sachs High Yield Fund
Goldman Sachs Enhanced Income Fund
Goldman Sachs Municipal Income Fund
Goldman Sachs Institutional Liquid Assets Prime
  Obligations Portfolio
 
† In separate combined proxy statements/prospectuses, it is also proposed that the: (1) AXA Enterprise Multimanager Core Equity Fund of the AXA Enterprise Multimanager Funds Trust (“Multimanager Trust”) be reorganized into the Goldman Sachs Structured U.S. Equity Fund; (2) AXA Enterprise Multimanager Growth Fund of the Multimanager Trust be reorganized into the Goldman Sachs Structured Large Cap Growth Fund; and (3) AXA Enterprise Growth Fund of The Enterprise Group of Funds, Inc. be reorganized into the Goldman Sachs Capital Growth Fund.
     The Enterprise Trust Trustees recommend that you vote to approve the proposed reorganizations.

 

      In considering these matters, you should note:
•  Similar Investment Objectives and Policies
      Each of the AXA Enterprise Funds (other than the AXA Enterprise International Growth Fund, Small Company Growth Fund and Small Company Value Fund) is proposed to be reorganized into an existing GST Fund, each of which has investment objectives and policies that are similar to those of its corresponding AXA Enterprise Fund. The Goldman Sachs Strategic International Equity Fund, Goldman Sachs Structured Small Cap Growth Fund and Goldman Sachs Structured Small Cap Value Fund are each newly organized and have similar investment objectives and policies to those of the AXA Enterprise International Growth Fund, Small Company Growth Fund and Small Company Value Fund, respectively.
•  Same Aggregate Value of Shares
      The GST Fund shares you receive in the reorganization will have the same total dollar value as the total dollar value of the AXA Enterprise Fund shares that you held immediately prior to the reorganization. Your receipt of those GST Fund shares is intended to be tax-free under the federal tax law (although there can be no assurances that the Internal Revenue Service will not adopt a contrary position), and no front-end or contingent deferred sales charges will be charged as a result of the exchange.
•  Reasons for the Reorganizations
      At a meeting held on October 23, 2006, AXA Financial, Inc. and AXA Equitable Life Insurance Company (“AXA”), the investment adviser to the AXA Enterprise Funds, informed the Enterprise Trust Trustees that AXA had entered into an agreement with Goldman Sachs Asset Management, L.P. (“GSAM”) under which GSAM would acquire certain assets associated with AXA’s retail mutual fund business. AXA also noted that, as part of this transaction, it was contemplated that each AXA Enterprise Fund would reorganize into a corresponding series of GST. AXA stated its belief that the reorganization of each AXA Enterprise Fund into its corresponding GST Fund is in the best interests of shareholders of the AXA Enterprise Fund and recommended that the Enterprise Trust Trustees approve the proposed reorganizations. After reviewing and considering, with the assistance of independent legal counsel, a number of factors relating to GST, the GST Funds, GSAM and Goldman, Sachs & Co., the Enterprise Trust Trustees determined that the reorganization of the AXA Enterprise Funds into corresponding GST Funds is in the best interest of the shareholders of each of the AXA Enterprise Funds.
      To see how the reorganizations will affect your AXA Enterprise Funds, please carefully review the enclosed materials where you will find information on the expenses, investment policies and services relating to the corresponding GST Funds.
* * * * *
      The formal Notice of Special Meeting, a Combined Proxy Statement/Prospectus, a Proxy Ballot and certain GST Fund prospectuses are enclosed. If you own shares in more than one of the AXA Enterprise Funds, more than one Proxy Ballot accompanies these materials. Please be sure to vote and return each Proxy Ballot.
      Whether or not you plan to attend the Special Meeting, you may vote by proxy in any of the following ways:
  1.      Internet – Instructions for casting your vote via the Internet can be found in the enclosed proxy voting materials. The required control number is printed on your enclosed Proxy Ballot. If this feature is used, you are giving authorization for another person to execute your proxy and there is no need to mail the Proxy Ballot.
 
  2.      Telephone – Instructions for casting your vote via telephone can be found in the enclosed proxy voting materials. The toll-free telephone number and required control number are printed on your enclosed Proxy Ballot. If this feature is used, you are giving authorization for another person to execute your proxy and there is no need to mail the Proxy Ballot.

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  3.      By mail – If you vote by mail, please indicate your voting instructions on the enclosed Proxy Ballot, date and sign the card, and return it in the envelope provided. The envelope is addressed for your convenience and needs no postage if mailed in the United States.
      Please return your Proxy Ballot(s) or follow the instructions in the enclosed materials to vote on-line or by telephone so that your vote will be counted.
      Your vote is important to us regardless of the number of shares that you own. Please vote by returning your Proxy Ballot(s) today in the enclosed postage-paid envelope. You also may vote your proxy by a toll-free phone call or by voting on-line, as indicated in the enclosed materials.
      The proposed reorganizations and the reasons for the Enterprise Trust Trustees’ recommendation are discussed in detail in the enclosed materials, which you should read carefully. If you have any questions about the reorganizations, please do not hesitate to contact Enterprise Trust toll free at 1-800-432-4320.
      We look forward to your attendance at the Special Meeting or receiving your proxy card(s) or your on-line or telephone instructions so that your shares may be voted at the Special Meeting.
  Sincerely,
 
  Steven M. Joenk
  President

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AXA ENTERPRISE FUNDS TRUST
GOLDMAN SACHS TRUST
                    , 2007
Questions & Answers
For Shareholders of AXA Enterprise Funds Trust:
      The following questions and answers provide an overview of the proposals to reorganize your portfolio of AXA Enterprise Funds Trust (“Enterprise Trust”) into a corresponding portfolio offered by the Goldman Sachs Trust (“GST”). We also encourage you to read the full text of the combined proxy statement/ prospectus (the “Proxy/ Prospectus”) that follows.
 
Q: What are Enterprise Trust shareholders being asked to vote upon?
A: Enterprise Trust shareholders are being asked in the attached Proxy/ Prospectus to consider and approve an Agreement and Plan of Reorganization dated as of January      , 2007 (the “Reorganization Agreement”) under which each of the funds offered by Enterprise Trust (except for the AXA Enterprise Global Financial Services Fund and AXA Enterprise Socially Responsible Fund) (each, an “AXA Enterprise Fund” and, together, the “AXA Enterprise Funds”) would reorganize into a corresponding fund offered by GST (each, a “GST Fund” and, together, the “GST Funds”). Enterprise Trust shareholders will vote on the Reorganization Agreement on a fund by fund basis.
Q. Why has the reorganization of the AXA Enterprise Funds into corresponding GST Funds been recommended?
A: The Enterprise Trust Board of Trustees (the “Enterprise Trust Trustees”) have determined that the reorganization of the AXA Enterprise Funds into corresponding GST Funds is in the best interest of the shareholders of each of the AXA Enterprise Funds. At a meeting held on October 23, 2006, AXA Financial, Inc. and AXA Equitable Life Insurance Company (“AXA Equitable” and together with AXA Financial, Inc., “AXA”), the investment adviser to the AXA Enterprise Funds, informed the Enterprise Trust Trustees that AXA had entered into an agreement with Goldman Sachs Asset Management, L.P. (“GSAM”) under which GSAM would acquire certain assets associated with AXA’s retail mutual fund business. AXA also noted that, as part of this transaction, it was contemplated that each AXA Enterprise Fund would reorganize into a corresponding series of GST. AXA stated its belief that the reorganization of each AXA Enterprise Fund into its corresponding GST Fund is in the best interests of shareholders of the AXA Enterprise Fund and recommended that the Enterprise Trust Trustees approve the proposed reorganizations.
      The Enterprise Trust Trustees reviewed and considered, with the assistance of independent legal counsel, a number of factors relating to GST, the GST Funds, GSAM and Goldman, Sachs & Co. The Enterprise Trust Trustees also considered that neither Enterprise Trust nor GST will bear any direct fees or expenses in connection with the reorganizations or any explicit brokerage commissions resulting from portfolio transactions executed on behalf of the AXA Enterprise Funds in preparation for, or immediately following, the reorganizations. Under the Reorganization Agreement, which contemplates the reorganization of each of the AXA Enterprise Funds into a corresponding GST Fund, all of the fees, expenses and explicit brokerage commissions in connection with entering into and carrying out the transactions contemplated by the Reorganization Agreement, whether or not the transactions contemplated are concluded, will be paid by AXA Equitable (or an affiliate) or GSAM (or an affiliate).
Q: What is the anticipated timing of the reorganizations?
A: The special meeting of shareholders to consider the proposal is scheduled to occur on April 25, 2007. If all necessary approvals are obtained, the proposed reorganizations will likely take place immediately before the opening of business on April 30, 2007.

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Q: Who will receive the Proxy/ Prospectus material?
A: The Proxy/ Prospectus has been mailed to all persons and entities that held shares of record in an AXA Enterprise Fund on February 12, 2007. Please note that in some cases record ownership of and/or voting authority over AXA Enterprise Fund shares may reside with a fiduciary or other agent. In these cases, the fiduciary or other agent may receive the Proxy/ Prospectus.
Q: How are the AXA Enterprise Funds proposed to be reorganized?
A: As you may know, Enterprise Trust consists of sixteen separate mutual funds, fourteen of which would be affected by the proposed reorganizations. The Reorganization Agreement for these AXA Enterprise Funds, approved by the Enterprise Trust Trustees, contemplates the reorganization of each AXA Enterprise Fund into a corresponding GST Fund having similar investment objectives and policies. Under the Reorganization Agreement, each AXA Enterprise Fund will be reorganized into the corresponding GST Fund listed directly opposite such AXA Enterprise Fund in the table below.
     
 
                        AXA Enterprise Fund
 
AXA Enterprise Capital Appreciation Fund
AXA Enterprise Deep Value Fund
AXA Enterprise Equity Fund
AXA Enterprise Equity Income Fund
AXA Enterprise Growth and Income Fund
AXA Enterprise International Growth Fund
AXA Enterprise Large Cap Growth Fund
AXA Enterprise Small Company Growth Fund
AXA Enterprise Small Company Value Fund
AXA Enterprise Government Securities Fund
AXA Enterprise High-Yield Bond Fund
AXA Enterprise Short Duration Bond Fund
AXA Enterprise Tax-Exempt Income Fund
AXA Enterprise Money Market Fund		                               GST Fund
 
Goldman Sachs Structured U.S. Equity Fund
Goldman Sachs Large Cap Value Fund
Goldman Sachs Structured Large Cap Growth Fund
Goldman Sachs Growth and Income Fund
Goldman Sachs Growth and Income Fund
Goldman Sachs Strategic International Equity Fund
Goldman Sachs Capital Growth Fund
Goldman Sachs Structured Small Cap Growth Fund
Goldman Sachs Structured Small Cap Value Fund
Goldman Sachs Government Income Fund
Goldman Sachs High Yield Fund
Goldman Sachs Enhanced Income Fund
Goldman Sachs Municipal Income Fund
Goldman Sachs Institutional Liquid Assets
(“ILA”) Prime Obligations Portfolio
      At the same time that shareholders are being asked to approve the reorganization of the AXA Enterprise Funds into the GST Funds, it is expected that, subject to shareholder approval requested in separate proxy statements, one additional portfolio of The Enterprise Group of Funds, Inc. (“Enterprise Group”) and twelve portfolios of the AXA Enterprise Multimanager Funds Trust (“Multimanager Trust”) will be reorganized into corresponding funds of GST. In this regard, it is proposed that (1) in addition to the AXA Enterprise Capital Appreciation Fund, the AXA Enterprise Multimanager Core Equity Fund will be reorganized into the Goldman Sachs Structured U.S. Equity Fund; (2) in addition to the AXA Enterprise Equity Fund, the AXA Enterprise Multimanager Growth Fund will be reorganized into the Goldman Sachs Structured Large Cap Growth Fund; and (3) in addition to the AXA Enterprise Large Cap Growth Fund, the AXA Enterprise Growth Fund will be reorganized into the Goldman Sachs Capital Growth Fund. The reorganizations will be completed whether or not the reorganization of the funds of the Enterprise Group or Multimanager Trust is completed. Separate proxy/prospectuses have been mailed to shareholders of the Multimanager Trust and Enterprise Group.
 
      The Goldman Sachs Strategic International Equity Fund, Goldman Sachs Structured Small Cap Growth Fund and Goldman Sachs Structured Small Cap Value Fund are newly organized GST Funds that have been created in connection with the reorganizations and will not commence operations until the date of the reorganizations. Each GST Fund has investment objectives and policies that are similar to the corresponding AXA Enterprise Fund being reorganized into it.
Q: Which class of shares of the GST Funds will I receive in the reorganizations?
A: Except for shareholders of the AXA Enterprise Money Market Fund, holders of AXA Enterprise Fund Class A Shares will receive GST Fund Class A Shares, holders of AXA Enterprise Fund Class B

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Shares will receive GST Fund Class B Shares, holders of AXA Enterprise Fund Class C Shares will receive GST Fund Class C Shares (except that holders of Class C Shares of the AXA Enterprise Short Duration Bond Fund will receive Class A Shares of the Goldman Sachs Enhanced Income Fund) and holders of AXA Enterprise Fund Class Y Shares will receive GST Fund Institutional Shares. For shareholders of the AXA Enterprise Money Market Fund, holders of AXA Enterprise Fund Class A Shares will receive GST Fund ILA Service Shares, holders of AXA Enterprise Fund Class B Shares will receive GST Fund ILA Class B Shares, holders of AXA Enterprise Fund Class C Shares will receive GST Fund ILA Class C Shares and holders of AXA Enterprise Fund Class Y Shares will receive GST Fund ILA Service Shares.

      The sales loads and Rule 12b-1 fees for each class of shares of the GST Funds generally are similar to those of the AXA Enterprise Funds. However, except as noted below, Class A Shares of the GST Equity Funds (as defined herein) are subject to a higher front-end sales load equal to 5.50% of the offering price for Class A Shares (versus 4.75% for Class A Shares of the AXA Enterprise Equity Funds (as defined herein)). With respect to the GST Fixed Income Funds (as defined herein), except the Goldman Sachs Enhanced Income Fund, the Class A Shares are subject to a front-end sales load equal to 4.50% of the offering price, while the Class A Shares of the corresponding AXA Enterprise Fixed Income Funds (as defined herein) are subject to a higher front-end sales load equal to 4.75%. With respect to the Goldman Sachs Enhanced Income Fund, Class A Shares are subject to a front-end sales load equal to 1.50% of the offering price, while Class A Shares of the AXA Enterprise Short Duration Bond Fund are subject to a higher front-end sales load equal to 3.50%. With respect to the Goldman Sachs ILA Prime Obligations Portfolio, ILA Class B Shares and ILA Class C Shares are subject to contingent deferred sales charges payable upon redemption equal to 5.00% and 1.00%, respectively, while the AXA Enterprise Money Market Fund does not impose such charges. In addition, Class A Shares of a GST Fund generally have a lower Rule 12b-1 fee (except as noted below) equal to an annual rate of 0.25% of a GST Fund’s average daily net assets attributable to Class A Shares (versus 0.45% for Class A Shares of an AXA Enterprise Fund). With respect to the AXA Enterprise Short Duration Bond Fund, Class A Shares are currently subject to the same Rule 12b-1 fee as the corresponding GST Fund (0.25%). With respect to the Goldman Sachs ILA Prime Obligations Portfolio, ILA Class B Shares and ILA Class C Shares are subject to a higher Rule 12b-1 fee (equal to an annual rate of 1.00%) than the AXA Enterprise Money Market Fund, which does not currently pay Rule 12b-1 fees.
 
      If the reorganization of an AXA Enterprise Fund is approved by its shareholders, shareholders of that AXA Enterprise Fund who do not wish to have their AXA Enterprise Fund shares exchanged for shares of a corresponding GST Fund as part of the reorganization should redeem their shares prior to the consummation of the reorganization. If you redeem your shares, you will recognize a taxable gain or loss based on the difference, if any, between your tax basis in the shares and the amount you receive for them, unless you are a tax-exempt investor. In addition, if you redeem your shares prior to the reorganization and your shares are subject to a contingent deferred sales charge, your redemption proceeds will be reduced by any applicable sales charge.
Q. What are the key differences between my AXA Enterprise Fund and its corresponding GST Fund?
A. AXA Equitable has recommended the acquiring fund in each reorganization based on, among other factors, its evaluation of the compatibility of your fund’s investment objective and policies with those of the acquiring fund. There are, however, certain differences in investment objectives, principal investment policies and strategies, and principal risks between your fund(s) and the acquiring fund(s). Please see the Proxy Statement/ Prospectus for more details on these differences, including comparative data on fees and performance. The following chart provides a brief summary of some of the more significant factors considered by your fund’s boards.

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Reorganization   Key Considerations
     
AXA Enterprise
Capital		   •   Each Fund seeks capital appreciation and invests primarily in equity securities of large U.S. companies.
Appreciation Fund
into Goldman
Sachs Structured
U.S. Equity Fund		   •   The GST Fund also seeks dividend income as part of its investment objective and generally has been more diversified than the AXA Enterprise Fund, which has a policy to hold a core position of 35-50 stocks. The GST Fund blends value and growth investing in selecting investments, while the AXA Enterprise Fund follows a growth-oriented approach.
    •   The investment adviser for the GST Fund relies primarily on a quantitative style unlike the sub-adviser for the AXA Enterprise Fund.
    •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $1.5 billion versus $390 million.
    •   The net annual operating expense ratio of each class of shares of the GST Fund for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.
 
AXA Enterprise
Deep Value Fund
into Goldman		   •   Each Fund primarily seeks capital appreciation and invests primarily in equity securities of large U.S. companies that meet value-investing criteria. The AXA Enterprise Fund also seeks income as a secondary consideration.
Sachs Large Cap
Value Fund		   •   The investment adviser for the GST Fund relies primarily on a quantitative style unlike the sub-adviser for the AXA Enterprise Fund.
    •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $1.3 billion versus $62 million.
    •   The net annual operating expense ratio of each class of shares of the GST Fund for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.
 
AXA Enterprise Equity Fund into Goldman Sachs Structured Large Cap Growth Fund   •   Each Fund seeks capital appreciation and invests primarily in equity securities of large U.S. companies. The GST Fund also considers dividend income as a secondary objective. Both of the Funds’ advisers consider growth investing criteria when selecting securities for the Funds and the AXA Enterprise Fund’s adviser also considers value investing criteria.
    •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $1.0 billion versus $107 million.
    •   The net annual operating expense ratio of each class of shares of the GST Fund for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.
 
AXA Enterprise
Equity Income
Fund Into
Goldman Sachs
Growth and		   •   Each Fund seeks a combination of capital appreciation and income and invests primarily in equity securities of large U.S. companies. In addition, the AXA Enterprise Fund invests primarily in equity securities that pay dividends and the GST Fund invests primarily in equity securities that pay dividends or provide for capital appreciation.
Income Fund   •   The GST Fund generally may invest in non-investment grade debt securities, emerging market securities and other foreign securities to a greater extent than the AXA Enterprise Fund.
    •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $1.2 billion versus $188 million.
    •   The net annual operating expense ratio of each class of shares of the GST Fund for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.

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Reorganization   Key Considerations
     
 
AXA Enterprise
Growth and
Income Fund into
Goldman Sachs		   •   Each Fund seeks a combination of capital appreciation and income and invests primarily in equity securities of large U.S. companies. In addition, both Funds invest primarily in equity securities that pay dividends or provide for capital appreciation.
Growth and
Income Fund		   •   The GST Fund employs a value style of investing, while the AXA Enterprise Fund employs both value and growth styles. The GST Fund generally may invest in non-investment grade debt securities, emerging market securities and other foreign securities to a greater extent than the AXA Enterprise Fund.
    •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $1.2 billion versus $192 million.
    •   The net annual operating expense ratio of each class of shares of the GST Fund for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.
 
AXA Enterprise
International
Growth Fund into
Goldman Sachs		   •   Each Fund seeks capital appreciation and invests primarily in equity securities of foreign companies. The GST Fund generally does not invest in companies smaller than $500 million, while the AXA Enterprise Fund may invest in companies with any market capitalization.
Strategic
International		   •   The GST Fund is new and not expected to have any investment operations prior to the date of the Reorganization.
Equity Fund   •   It is expected that the net annual operating expense ratio of each class of shares of the GST Fund will be lower than that of the corresponding class of shares of the AXA Enterprise Fund.
 
AXA Enterprise
Large Cap Growth
Fund into
Goldman Sachs
Capital Growth
Fund		   •   Each Fund seeks capital appreciation and invests primarily in equity securities and focuses its investments on large companies. Each Fund also may invest, to a limited extent, in foreign securities. The GST Fund generally is more diversified than the AXA Enterprise Fund which has a policy to hold approximately 20-35 core positions and, the AXA Enterprise Fund does not have a stated limit with respect to foreign securities, while the GST Fund may only invest up to 25% of its total assets in foreign securities.
    •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $1.7 billion versus $81 million.
    •   The net annual operating expense ratio of each class of shares of the GST Fund for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.
 
AXA Enterprise
Small Company
Growth Fund into		   •   Each Fund seeks capital appreciation and invests primarily in equity securities of small capitalization companies. Each Fund focuses on securities that meet growth-investing criteria.
Goldman Sachs
Structured Small		   •   The AXA Enterprise Fund has greater flexibility to invest in foreign securities than the GST Fund.
Cap Growth Fund   •   The investment adviser to the Goldman Sachs Fund relies primarily on a quantitative style unlike the sub-adviser for the AXA Enterprise Fund.
    •   The GST Fund is new and is not expected to have any investment operations prior to the date of the Reorganization.
    •   It is expected that the net annual operating expense ratio of each class of shares of the GST Fund will be lower than that of the corresponding class of shares of the AXA Enterprise Fund.

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Reorganization   Key Considerations
     
 
AXA Enterprise
Small Company
Value Fund into		   •   Each Fund seeks capital appreciation and invests primarily in equity securities of small capitalization companies. Each Fund focuses on securities that meet value-investing criteria.
the Goldman Sachs
Structured Small		   •   The AXA Enterprise Fund has greater flexibility to invest in foreign securities than the GST Fund.
Cap Value Fund   •   The investment adviser for the GST Fund relies primarily on a quantitative style unlike the sub-adviser for the AXA Enterprise Fund.
    •   The GST Fund is new and is not expected to have any investment operations prior to the date of the Reorganization.
    •   It is expected that the net annual operating expense ratio of each class of shares of the GST Fund will be lower than that of the corresponding class of shares of the AXA Enterprise Fund.
 
AXA Enterprise
Government		   •   Each Fund seeks current income and safety of principal by investing principally in securities issued by the U.S. government.
Securities Fund
into Goldman		   •   The GST Fund is significantly larger than the AXA Enterprise Fund with net assets of approximately $640 million versus $210 million.
Sachs Government
Income Fund		   •   The net annual operating expense ratio of each class of shares of the GST Fund for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.
 
AXA Enterprise
High-Yield Bond
Fund into the
Goldman Sachs
High Yield Fund		   •   Each Fund seeks maximum current income and invests primarily in high yield debt securities. The GST Fund may also consider potential for capital appreciation. The GST Fund has greater flexibility to invest in junk bonds in the lowest rating categories than the AXA Enterprise Fund. In addition, the GST Fund seeks to maintain a duration that is no higher than 7.5 years, while the AXA Enterprise Fund does not have a specific duration target or range.
    •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $2.6 billion versus $183 million.
    •   The net annual operating expense ratios of the Class A Shares and Institutional Shares of the GST Fund for the last fiscal year were lower than those of the corresponding class of shares of the AXA Enterprise Fund. The net annual operating expense ratios for the Class B and Class C Shares of the Goldman Sachs Fund were slightly higher than those of the Class B and Class C Shares of the AXA Enterprise Fund.
 
AXA Enterprise
Short Duration
Bond Fund into the
Goldman Sachs
Enhanced Income
Fund		   •   Each Fund seeks income consistent with preservation of capital and invests primarily in investment grade debt securities. Each Fund seeks to maintain a relatively short duration; however, the AXA Enterprise Fund is permitted to have a longer duration than the GST Fund. In addition, the GST Fund seeks to maintain an average credit quality of AA while the AXA Enterprise Fund seeks to maintain a minimum average credit quality of A.
    •   The GST Fund is significantly larger than the AXA Enterprise Fund with net assets of $226 million versus $49 million.
    •   The net annual operating expense ratio of each class of shares of the GST Fund for the last fiscal year (or estimated for Class B Shares of the GST Fund) was lower than that of the corresponding class of shares of the AXA Enterprise Fund.

6

 

         
Reorganization   Key Considerations
     
 
AXA Enterprise
Tax-Exempt
Income Fund into
the Goldman Sachs
Municipal Income		   •   Each Fund seeks a high level of current income that is exempt from federal income tax, consistent with preservation of capital, by investing substantially all of its assets in certain investments, the interest on which is exempt from federal income tax. The GST Fund has a maximum duration of 12 years, while the AXA Enterprise Fund has no maximum duration.
Fund   •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $466 million versus $22 million.
    •   The net annual operating expense ratios of the Class A Shares and Institutional Shares of the GST Fund for the last fiscal year were lower than those of the Class A and Class Y Shares of the AXA Enterprise Fund. The net annual operating expense ratios for the Class B and Class C Shares of the GST Fund were higher than those of the Class B and Class C Shares of the AXA Enterprise Fund.
 
AXA Enterprise
Money Market
Fund into the		   •   Each Fund seeks to maximize current income consistent with preservation of capital and maintenance of liquidity. Each Fund is a money market fund and, thus, has substantially similar investment strategies and risks.
Goldman Sachs
Institutional Liquid		   •   GST Fund is significantly larger than the AXA Enterprise Fund with net assets of approximately $598 million versus $118 million.
Assets Prime
Obligations
Portfolio		   •   The annual operating expense ratio of the Service Class shares of the GST Fund for the last fiscal year (after taking into account any expense limitation arrangements) was higher than that of the Class A and Class Y Shares of the AXA Enterprise Fund and would have been higher absent the expense limitation in effect for the GST Fund.
    •   The net annual operating expense ratios for the Service Shares, Class B Shares and Class C Shares of the GST Fund for the last fiscal year were higher than those of the corresponding classes of shares of the AXA Enterprise Fund.
Q: What are the costs and federal tax implications to shareholders in connection with the proposed reorganizations?
A: Neither Enterprise Trust nor GST will bear any direct fees or expenses in connection with the reorganizations or any explicit brokerage commissions resulting from portfolio transactions executed on behalf of the AXA Enterprise Funds in preparation for, or immediately following, the reorganizations. Under the Reorganization Agreement, GSAM (or an affiliate) and AXA Equitable (or an affiliate) have agreed to pay all of the fees, expenses and explicit brokerage commissions in connection with entering into and carrying out the transactions contemplated by the Reorganization Agreement whether or not the transactions contemplated are concluded.
      No sales charge will be imposed on the shares of a GST Fund issued to you in a reorganization, which means that the aggregate value of the GST Fund shares issued to you will be equal to the aggregate value of the AXA Enterprise Fund shares that you own immediately prior to the reorganization. In addition, each reorganization is intended to be tax-free under the federal tax law (however, there can be no assurance that the Internal Revenue Service will not adopt a contrary position). However, immediately prior to the reorganizations, each AXA Enterprise Fund will declare and pay a final distribution to its shareholders of all of its investment company taxable income (and net tax-exempt income, if any) for taxable years ending on or before the effective time of its reorganization and all of its net capital gain, if any, recognized in those years. The sale of securities by an AXA Enterprise Fund prior to its reorganization, whether in the ordinary course of business or in anticipation of the reorganization, could increase the amount of the final distribution it makes before the reorganization.

7

 

Q: Can one of the proposed reorganizations take place without the others?
A: Yes. The proposed reorganizations are not conditioned on each other. If shareholders of one AXA Enterprise Fund approve the proposed reorganization of their AXA Enterprise Fund, it will proceed whether or not the proposed reorganizations for the other AXA Enterprise Funds proceed. However, no reorganization of any AXA Enterprise Fund will be consummated until either all of the AXA Enterprise Funds of the Enterprise Trust approve the Reorganization Agreement or shareholders of the AXA Enterprise Funds with combined total assets under management of at least $1,000,000,000 approve the Reorganization Agreement. Under certain circumstances detailed in the Reorganization Agreement, an AXA Enterprise Fund reorganization involving one or more AXA Enterprise Funds may be consummated with a lesser amount of combined total assets under management.

8

 

AXA Enterprise Funds Trust
AXA Enterprise Capital Appreciation Fund
AXA Enterprise Deep Value Fund
AXA Enterprise Equity Fund
AXA Enterprise Equity Income Fund
AXA Enterprise Growth and Income Fund
AXA Enterprise International Growth Fund
AXA Enterprise Large Cap Growth Fund
AXA Enterprise Small Company Growth Fund
AXA Enterprise Small Company Value Fund
AXA Enterprise Government Securities Fund
AXA Enterprise High-Yield Bond Fund
AXA Enterprise Short Duration Bond Fund
AXA Enterprise Tax-Exempt Income Fund
AXA Enterprise Money Market Fund
Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 450
Atlanta, Georgia 30326
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held On April 25, 2007
To Shareholders of AXA Enterprise Funds Trust:
      NOTICE IS GIVEN THAT a special meeting of the shareholders (the “Special Meeting”) of the investment portfolios named above (each, an “AXA Enterprise Fund” and together, the “AXA Enterprise Funds”) of AXA Enterprise Funds Trust (“Enterprise Trust”), will be held at [      a.m.] (Eastern time), on April 25, 2007 at the offices of AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104 for the purpose of considering and voting upon:
  ITEM 1. With respect to each AXA Enterprise Fund, a proposal to approve an Agreement and Plan of Reorganization by and between Enterprise Trust and the Goldman Sachs Trust (“GST”), which provides for and contemplates: (1) the transfer of substantially all of the assets of that AXA Enterprise Fund to a corresponding investment portfolio of GST (each, a “GST Fund” and together, the “GST Funds”) in exchange solely for shares of the designated classes of the GST Fund and its assumption of substantially all of that AXA Enterprise Fund’s liabilities; and (2) the distribution of those shares to the shareholders of each AXA Enterprise Fund in liquidation thereof as described in the attached Combined Proxy Statement and Prospectus.
      Your Trustees unanimously recommend that you vote in favor of the proposal.
      Shareholders of record as of the close of business on February 12, 2007 are entitled to notice of, and to vote at, the Special Meeting or any adjournment(s) thereof.
      You are requested to mark, date, sign and return promptly in the enclosed envelope the accompanying proxy ballot(s) that is/are being solicited by the Enterprise Trust Board of Trustees. This is important to ensure a quorum at the Special Meeting. You also may return proxies by: 1) touch-tone voting or 2) voting on-line. Proxies may be revoked at any time before they are exercised by submitting to Enterprise Trust a written notice of revocation or a subsequently executed proxy or by attending the Special Meeting and voting in person.
  By Order of the Board of Trustees,
 
  Patricia Louie
  Secretary
      We need your proxy vote immediately. You may think that your vote is not important, but it is. By law, the Special Meeting will have to be adjourned with respect to a particular AXA Enterprise Fund without conducting any business if at least one-third of the shares of such AXA Enterprise Fund entitled to vote in person or by proxy at the meeting are not represented at the meeting. In that event, Enterprise Trust would continue to solicit votes for a certain period of time in an attempt to achieve a quorum. Your vote could be critical in allowing Enterprise Trust to hold the Special Meeting as scheduled, so please return your proxy ballot(s) immediately or vote on-line or by telephone.

 

COMBINED PROXY STATEMENT/PROSPECTUS
                    , 2007
AXA ENTERPRISE FUNDS TRUST
Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 450
Atlanta, Georgia 30326
1-800-432-4320
GOLDMAN SACHS TRUST
71 South Wacker Drive
Suite 500
Chicago, Illinois 60606
1-800-526-7384
      This combined proxy statement/prospectus (“Proxy/Prospectus”) is being sent to shareholders of the AXA Enterprise Capital Appreciation Fund, AXA Enterprise Deep Value Fund, AXA Enterprise Equity Fund, AXA Enterprise Equity Income Fund, AXA Enterprise Growth and Income Fund, AXA Enterprise International Growth Fund, AXA Enterprise Large Cap Growth Fund, AXA Enterprise Small Company Growth Fund, AXA Enterprise Small Company Value Fund, AXA Enterprise Government Securities Fund, AXA Enterprise High-Yield Bond Fund, AXA Enterprise Short Duration Bond Fund, AXA Enterprise Tax-Exempt Income Fund and AXA Enterprise Money Market Fund, each a series of AXA Enterprise Funds Trust, a Delaware statutory trust (“Enterprise Trust”) (each, an “AXA Enterprise Fund” and together, the “AXA Enterprise Funds”). The Board of Trustees of the Enterprise Trust (“Enterprise Trust Trustees”) has called a Special Meeting of Shareholders (the “Special Meeting”) to be held at the offices of AXA Equitable Life Insurance Company (“AXA Equitable”), 1290 Avenue of the Americas, New York, New York 10104 on April 25, 2007 at [      a.m.] Eastern time.
      At the Special Meeting, shareholders will be asked:
  • With respect to each AXA Enterprise Fund, to approve an Agreement and Plan of Reorganization dated as of January   , 2007 (the “Reorganization Agreement”), by and between Enterprise Trust and the Goldman Sachs Trust (“GST”), which provides for and contemplates: (1) the transfer of substantially all of the assets of that AXA Enterprise Fund to a corresponding investment portfolio of GST (each, a “GST Fund” and together, the “GST Funds”) in exchange solely for the shares of designated classes of the GST Fund and its assumption of substantially all of that AXA Enterprise Fund’s liabilities; and (2) the distribution of those shares to shareholders of that AXA Enterprise Fund in liquidation thereof, as follows:
             
Proposal   AXA Enterprise Funds   GST Funds   Shareholders Entitled to Vote
             
Proposal 1(a)
   AXA Enterprise Capital Appreciation Fund   Goldman Sachs Structured U.S. Equity Fund†   Shareholders of the AXA Enterprise Capital Appreciation Fund
Proposal 1(b)
   AXA Enterprise Deep Value Fund   Goldman Sachs Large Cap Value Fund   Shareholders of the AXA Enterprise Deep Value Fund
Proposal 1(c)
   AXA Enterprise Equity Fund   Goldman Sachs Structured Large Cap Growth Fund†   Shareholders of the AXA Enterprise Equity Fund
Proposal 1(d)
   AXA Enterprise Equity Income Fund   Goldman Sachs Growth and Income Fund   Shareholders of the AXA Enterprise Equity Income Fund
Proposal 1(e)
   AXA Enterprise Growth and Income Fund   Goldman Sachs Growth and Income Fund   Shareholders of the AXA Enterprise Growth and Income Fund
Proposal 1(f)
   AXA Enterprise International Growth Fund   Goldman Sachs Strategic International Equity Fund   Shareholders of the AXA Enterprise International Growth Fund

 

             
Proposal   AXA Enterprise Funds   GST Funds   Shareholders Entitled to Vote
             
Proposal 1(g)
   AXA Enterprise Large Cap Growth Fund   Goldman Sachs Capital Growth Fund†   Shareholders of the AXA Enterprise Large Cap Growth Fund
Proposal 1(h)
   AXA Enterprise Small Company Growth Fund   Goldman Sachs Structured Small Cap Growth Fund   Shareholders of the AXA Enterprise Small Company Growth Fund
Proposal 1(i)
   AXA Enterprise Small Company Value Fund   Goldman Sachs Structured Small Cap Value Fund   Shareholders of the AXA Enterprise Small Company Value Fund
Proposal 1(j)
   AXA Enterprise Government Securities Fund   Goldman Sachs Government Income Fund   Shareholders of the AXA Enterprise Government Securities Fund
Proposal 1(k)
   AXA Enterprise High-Yield Bond Fund   Goldman Sachs High Yield Fund   Shareholders of the AXA Enterprise High-Yield Bond Fund
Proposal 1(l)
   AXA Enterprise Short Duration Bond Fund   Goldman Sachs Enhanced Income Fund   Shareholders of the AXA Enterprise Short Duration Bond Fund
Proposal 1(m)
   AXA Enterprise Tax-Exempt Income Fund   Goldman Sachs Municipal Income Fund   Shareholders of the AXA Enterprise Tax-Exempt Income Fund
Proposal 1(n)
   AXA Enterprise Money Market Fund   Goldman Sachs Institutional Liquid Assets (“ILA”) Prime Obligations Portfolio   Shareholders of the AXA Enterprise Money Market Fund
 
† In a separate combined proxy statement/prospectus, it is also proposed that the: (1) AXA Enterprise Multimanager Core Equity Fund of the AXA Enterprise Multimanager Funds Trust (“Multimanager Trust”) be reorganized into the Goldman Sachs Structured U.S. Equity Fund; (2) AXA Enterprise Multimanager Growth Fund of the Multimanager Trust be reorganized into the Goldman Sachs Structured Large Cap Growth Fund; and (3) AXA Enterprise Growth Fund of The Enterprise Group of Funds, Inc. (“Enterprise Group”) be reorganized into the Goldman Sachs Capital Growth Fund.
     A copy of the Reorganization Agreement is attached as Appendix A.
      Enterprise Trust and GST are both registered, open-end management investment companies (mutual funds). As a result of the reorganizations, shareholders of each AXA Enterprise Fund will become shareholders of the corresponding GST Fund (the AXA Enterprise Funds and GST Funds are sometimes referred to as “Funds”).
      The transactions contemplated by the Reorganization Agreement are referred to collectively as the “Reorganizations” and individually as a “Reorganization.” The AXA Enterprise Funds and the corresponding GST Funds into which they are proposed to be reorganized are sometimes referred to in this Proxy/Prospectus as “Corresponding AXA Enterprise Funds” and “Corresponding GST Funds.” Other portfolios of the AXA Enterprise family of funds or GST family of funds also may be referred to as “AXA Enterprise Funds” or “GST Funds,” as the context requires.
      This Proxy/Prospectus sets forth concisely the information that an AXA Enterprise Fund shareholder should know before voting on the Reorganization involving that Fund and investing in the Corresponding GST Fund, and should be retained for future reference. It is both Enterprise Trust’s proxy statement for the Special Meeting and a prospectus for the GST Funds.
      Additional information is set forth in the Statement of Additional Information dated                     , 2007 relating to this Proxy/ Prospectus and in the prospectus dated March 1, 2006, as supplemented, for the AXA Enterprise Funds which you have previously been given or sent and is incorporated herein by reference. Each of these documents is on file with the Securities and Exchange Commission (the “SEC”), and is available without charge by calling Enterprise Trust at the telephone number stated above or by writing Enterprise Trust at the following address: AXA Enterprise Funds Trust, Atlanta Financial Center, 3343 Peachtree Road, N.E., Suite 450, Atlanta, Georgia 30326.

ii

 

      The information contained in the current prospectuses, as supplemented, for the: (1) Class A, Class B, Class C and Institutional Shares of the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Large Cap Growth Fund, Goldman Sachs Growth and Income Fund and Goldman Sachs Capital Growth Fund, dated December 29, 2006; (2) Class A, Class B, Class C and Institutional Shares of the Goldman Sachs Government Income Fund, Goldman Sachs High Yield Fund, Goldman Sachs Enhanced Income Fund and Goldman Sachs Municipal Income Fund dated February 28, 2006; (3) ILA Service Shares, ILA B Shares and ILA C Shares of the Goldman Sachs ILA Prime Obligations Portfolio, dated April 29, 2006; and (4) Class A, Class B, Class C and Institutional Shares of the Goldman Sachs Strategic International Equity Fund, Structured Small Cap Growth Fund and Structured Small Cap Value Fund dated January 10, 2007 are also incorporated by reference into this Proxy/Prospectus. Each of these documents is on file with the SEC, and is available without charge by calling or writing GST at the telephone number or address stated above. In addition, a current prospectus for each of the GST Funds that a particular Enterprise Trust shareholder will own upon consummation of the Reorganizations accompanies this Proxy/Prospectus.
      The Annual Report for the AXA Enterprise Funds for the year ended October 31, 2006 can be obtained without charge by calling Enterprise Trust at the telephone number stated above or by writing Enterprise Trust at the following address: AXA Enterprise Funds Trust, Atlanta Financial Center, 3343 Peachtree Road, N.E., Suite 450, Atlanta, Georgia 30326. The Annual Reports for the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Large Cap Growth Fund, Goldman Sachs Growth and Income Fund and Goldman Sachs Capital Growth Fund for the year ended August 31, 2006; the Annual Reports for the Goldman Sachs Government Income Fund, Goldman Sachs High Yield Fund, Goldman Sachs Enhanced Income Fund and Goldman Sachs Municipal Income Fund for the year ended October 31, 2006; the Annual Report for the Goldman Sachs ILA Prime Obligations Portfolio for the year ended December 31, 2005; and the Semi-Annual Report for such GST Fund for the period ended June 30, 2006 can be obtained without charge by calling or writing GST at the telephone number or address stated above. Each of these documents together with other information about the AXA Enterprise Funds and the GST Funds is also available on the SEC’s website at www.sec.gov.
      This Proxy/Prospectus is expected to be first sent to shareholders on or about                     , 2007.
      The SEC has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Proxy/Prospectus. Any representation to the contrary is a criminal offense.
      Shares of AXA Enterprise Funds and GST Funds are not deposits or obligations of or guaranteed or endorsed by any bank, AXA Equitable Life Insurance Company, Goldman Sachs Asset Management, L.P., Goldman, Sachs & Co. or any of their affiliates. Such shares are not insured by the U.S. Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. Mutual fund shares involve certain investment risks, including the possible loss of principal.
      Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund.

iii

 

PROXY STATEMENT/ PROSPECTUS
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ii

 

SUMMARY
      The following is a summary of certain information contained in this Proxy/ Prospectus and the Reorganization Agreement. The Reorganization Agreement governs the terms of the Reorganization and is attached as Appendix A.
Board’s Consideration of the Reorganizations
      At a meeting held on October 23, 2006, AXA Financial, Inc. and AXA Equitable (“AXA”), the investment adviser to the AXA Enterprise Funds, informed the Enterprise Trust Trustees that AXA had entered into an agreement with Goldman Sachs Asset Management, L.P. (“GSAM”) under which GSAM would acquire certain assets associated with AXA’s retail mutual fund business. AXA also noted that, as part of this transaction, it was contemplated that each AXA Enterprise Fund would reorganize into a corresponding series of GST. AXA stated its belief that the reorganization of each AXA Enterprise Fund into its corresponding GST Fund is in the best interests of shareholders of the AXA Enterprise Fund and recommended that the Enterprise Trust Trustees approve the proposed reorganizations.
      In addition to the October 23 meeting, the Enterprise Trust Trustees met on November 29 and December 28, 2006 to consider the Reorganization Agreement and the Reorganization of each AXA Enterprise Fund into its Corresponding GST Fund. The Enterprise Trust Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (“1940 Act”)) of Enterprise Trust (the “Independent Enterprise Trust Trustees”), together with their independent legal counsel, also met in executive session at the October 23 and November 29 meetings to consider the Reorganizations. After reviewing and considering, with the assistance of independent legal counsel, a number of factors relating to GST, the GST Funds, GSAM and Goldman, Sachs & Co., the Enterprise Trust Trustees, including all of the Independent Enterprise Trust Trustees, determined that participation in the Reorganizations, as contemplated by the Reorganization Agreement, is in the best interests of the shareholders of each AXA Enterprise Fund and that the interests of the existing shareholders of each AXA Enterprise Fund will not be diluted as a result of the Reorganizations. For additional information, see “Additional Information Applicable to all of the Reorganizations — Reasons for the Reorganizations and Board Considerations” below.
      The Enterprise Trust Trustees, including all of the Independent Enterprise Trust Trustees, unanimously recommend that shareholders of each AXA Enterprise Fund approve the Reorganization Agreement.
      At a meeting held on                     , 2006, the GST Board of Trustees (“GST Trustees”) similarly found that participation in the Reorganizations is in the best interests of each GST Fund and that the interests of the shareholders of each GST Fund will not be diluted as a result of the Reorganizations.
The Reorganizations
      The Reorganization Agreement provides for a separate Reorganization involving each AXA Enterprise Fund and its Corresponding GST Fund listed opposite its name below.
     
AXA Enterprise Funds   GST Funds
     
AXA Enterprise Capital Appreciation Fund
   Goldman Sachs Structured U.S. Equity Fund
Class A Shares
     Class A Shares
Class B Shares
     Class B Shares
Class C Shares
     Class C Shares
Class Y Shares
     Institutional Shares
AXA Enterprise Deep Value Fund
   Goldman Sachs Large Cap Value Fund
Class A Shares
     Class A Shares
Class B Shares
     Class B Shares
Class C Shares
     Class C Shares
Class Y Shares
     Institutional Shares

1

 

     
AXA Enterprise Funds   GST Funds
     
AXA Enterprise Equity Fund
   Goldman Sachs Structured Large Cap Growth Fund
Class A Shares
     Class A Shares
Class B Shares
     Class B Shares
Class C Shares
     Class C Shares
Class Y Shares
     Institutional Shares
AXA Enterprise Equity Income Fund
   Goldman Sachs Growth and Income Fund
Class A Shares
     Class A Shares
Class B Shares
     Class B Shares
Class C Shares
     Class C Shares
Class Y Shares
     Institutional Shares
AXA Enterprise Growth and Income Fund
   Goldman Sachs Growth and Income Fund
Class A Shares
     Class A Shares
Class B Shares
     Class B Shares
Class C Shares
     Class C Shares
Class Y Shares
     Institutional Shares
AXA Enterprise International Growth Fund
   Goldman Sachs Strategic International Equity Fund
Class A Shares
     Class A Shares
Class B Shares
     Class B Shares
Class C Shares
     Class C Shares
Class Y Shares
     Institutional Shares
AXA Enterprise Large Cap Growth Fund
   Goldman Sachs Capital Growth Fund
Class A Shares
     Class A Shares
Class B Shares
     Class B Shares
Class C Shares
     Class C Shares
Class Y Shares
     Institutional Shares
AXA Enterprise Small Company Growth Fund
   Goldman Sachs Structured Small Cap Growth Fund
Class A Shares
     Class A Shares
Class B Shares
     Class B Shares
Class C Shares
     Class C Shares
Class Y Shares
     Institutional Shares
AXA Enterprise Small Company Value Fund
   Goldman Sachs Structured Small Cap Value Fund
Class A Shares
     Class A Shares
Class B Shares
     Class B Shares
Class C Shares
     Class C Shares
Class Y Shares
     Institutional Shares
AXA Enterprise Government Securities Fund
   Goldman Sachs Government Income Fund
Class A Shares
     Class A Shares
Class B Shares
     Class B Shares
Class C Shares
     Class C Shares
Class Y Shares
     Institutional Shares
AXA Enterprise High-Yield Bond Fund
   Goldman Sachs High Yield Fund
Class A Shares
     Class A Shares
Class B Shares
     Class B Shares
Class C Shares
     Class C Shares
Class Y Shares
     Institutional Shares

2

 

     
AXA Enterprise Funds   GST Funds
     
AXA Enterprise Short Duration Bond Fund
   Goldman Sachs Enhanced Income Fund
Class A Shares
     Class A Shares
Class B Shares
     Class B Shares
Class C Shares
     Class A Shares
Class Y Shares
     Institutional Shares
AXA Enterprise Tax-Exempt Income Fund
   Goldman Sachs Municipal Income Fund
Class A Shares
     Class A Shares
Class B Shares
     Class B Shares
Class C Shares
     Class C Shares
Class Y Shares
     Institutional Shares
AXA Enterprise Money Market Fund
   Goldman Sachs ILA Prime Obligations Portfolio
Class A Shares
     ILA Service Shares
Class B Shares
     ILA B Shares
Class C Shares
     ILA C Shares
Class Y Shares
     ILA Service Shares
      The Goldman Sachs Strategic International Equity, Structured Small Cap Growth and Structured Small Cap Value Funds are each newly organized GST Funds that have been created for purposes of the Reorganization and will not commence operations until the day of the Reorganization. Each GST Fund has investment objectives and policies that are similar to the corresponding AXA Enterprise Fund being reorganized into it. You should note that an investment in each Fund is subject to specific risks arising from the types of securities in which the Fund invests and general risks arising from investing in any mutual fund. There is no assurance that a Fund will meet its investment objective, and investors could lose money by investing in a Fund. As with all mutual funds, an investment in a Fund is not insured or guaranteed by the U.S. Government, Federal Deposit Insurance Corporation, Federal Reserve Board or any other government agency.
      As set forth in the Reorganization Agreement, each Reorganization between an AXA Enterprise Fund and its Corresponding GST Fund would involve:
  • The acquisition of all of the assets of an AXA Enterprise Fund by its Corresponding GST Fund and the assumption by that GST Fund of all of the liabilities (other than those liabilities specifically excluded under the Reorganization Agreement) of the AXA Enterprise Fund, in exchange for the number of shares of the corresponding classes of the GST Fund noted in the above chart having aggregate values equal to the net asset values of the shares of the AXA Enterprise Fund’s corresponding classes noted in the above chart as of the close of business on the business day immediately preceding the effective time of the Reorganization;
 
  • The distribution of the Corresponding GST Fund’s corresponding classes of shares to each holder of Class A Shares, Class B Shares, Class C Shares and Class Y Shares (as applicable) of the AXA Enterprise Fund as of the effective time of the Reorganization; and
 
  • The complete liquidation of the AXA Enterprise Fund.
      As a result of the Reorganizations, each AXA Enterprise Fund shareholder will become a shareholder of its Corresponding GST Fund and will hold, immediately after its Reorganization, shares in such Corresponding GST Fund having a total dollar value equal to the total dollar value of the shares such shareholder held in the AXA Enterprise Fund immediately prior to the effectiveness of the Reorganization. Each Reorganization is intended to be tax-free under the federal tax law (although there can be no assurances that the Internal Revenue Service will not adopt a contrary position) and shareholders of the AXA Enterprise Funds will not pay any sales charge as a result of the Reorganizations.
      If approved, the Reorganizations will occur as of the opening of business on or about April 30, 2007, or another date selected by Enterprise Trust and GST. Approval of each Reorganization requires the approval of the

3

 

holders of a majority of the shares of the relevant AXA Enterprise Fund entitled to vote at the Special Meeting. See “Additional Information Applicable to All of the Reorganizations” and “Voting Information” below.
      At the same time that shareholders are being asked to approve the reorganization of the AXA Enterprise Funds into the GST Funds, it is expected that, subject to shareholder approval requested in separate proxy statements, twelve additional portfolios of the Multimanager Trust and one portfolio of the Enterprise Group will be reorganized into corresponding funds of GST. In this regard, it is proposed that (1) in addition to the AXA Enterprise Capital Appreciation Fund, the AXA Enterprise Multimanager Core Equity Fund will be reorganized into the Goldman Sachs Structured U.S. Equity Fund; (2) in addition to the AXA Enterprise Equity Fund, the AXA Enterprise Multimanager Growth Fund will be reorganized into the Goldman Sachs Structured Large Cap Growth Fund; and (3) in addition to the AXA Enterprise Large Cap Growth Fund, the AXA Enterprise Growth Fund will be reorganized into the Goldman Sachs Capital Growth Fund. The Reorganizations will be completed whether or not the reorganizations of the Multimanager Trust or the Enterprise Group portfolios are completed. However, no reorganization of any AXA Enterprise Fund will be consummated until either all of the AXA Enterprise Funds of the Enterprise Trust approve the Reorganization Agreement or shareholders of the AXA Enterprise Funds with combined total assets of at least $1,000,000,000 approve the Reorganization Agreement. Under certain circumstances detailed in the Reorganization Agreement, an AXA Enterprise Fund reorganization involving one or more AXA Enterprise Funds may be consummated with a lesser amount of combined total assets under management.
      Although each AXA Enterprise Fund has a similar investment objective and principal strategies to its Corresponding GST Fund, some of an AXA Enterprise Fund’s holdings may not be permissible portfolio holdings for its Corresponding GST Fund. Therefore, some portion of an AXA Enterprise Fund’s securities holdings may be sold prior to or immediately following its Reorganization. In addition, for certain AXA Enterprise Funds, the investment adviser to the GST Funds, GSAM, anticipates selling a portion of such AXA Enterprise Fund’s holdings shortly after the Reorganizations. To the extent that an AXA Enterprise Fund’s securities holdings are sold prior to its Reorganization, the proceeds of such sales will be held in temporary investments or reinvested in assets that the Corresponding GST Fund may hold. The possible need for a Fund to dispose of certain portfolio investments in connection with its Reorganization could result in selling such investments at a disadvantageous time and price. The sale of securities either prior to its Reorganization or shortly thereafter could result in the AXA Enterprise Fund or its Corresponding GST Fund realizing gains (which may be taxable) or losses that would not otherwise have been realized but for the Reorganization. Such a sale of assets and the reinvestment of the proceeds would involve brokerage and other transactional costs. In this event, GSAM will pay the explicit brokerage commissions resulting from portfolio transactions executed on behalf of either Fund in connection with the Reorganization.
Federal Income Tax Consequences of the Reorganizations
      It is intended that the Reorganizations will not result in the recognition, for federal income tax purposes, of gain or loss by the AXA Enterprise Funds, the GST Funds or the former’s shareholders, although there can be no assurance that the Internal Revenue Service will not adopt a contrary position. However, immediately prior to its Reorganization, each AXA Enterprise Fund (other than the AXA Enterprise International Growth Fund, Small Company Growth Fund and Small Company Value Fund, each of which is reorganizing into a Corresponding GST Fund with no assets or liabilities) will declare and pay a distribution to its shareholders of all of its investment company taxable income (and net tax-exempt income, if any) for taxable years ending on or before the effective time of its Reorganization and all of its net capital gain, if any, recognized in those years. The sale of securities by an AXA Enterprise Fund prior to its Reorganization, whether in the ordinary course of business or in anticipation of the Reorganization, could increase the amount of the final distribution it makes prior to the Reorganization.
      As a condition to the closing of each Reorganization, Enterprise Trust and GST each will receive an opinion from GST’s counsel, Drinker Biddle & Reath LLP (based on certain facts, qualifications, assumptions and representations) to the effect that each Reorganization, for federal income tax purposes, will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the

4

 

“Code”). See “Additional Information Applicable to All of the Reorganizations — Federal Income Tax Consequences,” below.
Voting Information
      The Enterprise Trust Trustees are furnishing this Proxy/ Prospectus in connection with the solicitation of proxies. Only shareholders of record at the close of business on February 12, 2007, will be entitled to vote at the Special Meeting. Shares represented by a properly executed proxy will be voted in accordance with the instructions thereon. If no instruction is made, the named proxies will vote in favor of the proposal set forth in the Notice of Meeting. Proxies may be revoked at any time before they are exercised by submitting to Enterprise Trust a written notice of revocation or a subsequently executed proxy or by attending the Special Meeting and voting in person. For additional information, see “Voting Information” below.
Proposal 1(a): Approval of the Reorganization of the AXA Enterprise Capital Appreciation Fund into the Goldman Sachs Structured U.S. Equity Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Capital Appreciation Fund into the Goldman Sachs Structured U.S. Equity Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. The GST Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Capital Appreciation Fund   Goldman Sachs Structured U.S. Equity Fund
     
Investment Objective
   Investment Objective
Seeks to achieve maximum capital appreciation.   Seeks long-term growth of capital and dividend income.
 
Investment Policies
   Investment Policies
Under normal circumstances, the Fund intends to invest primarily in equity securities of U.S. large capitalization companies that the sub-adviser selects for their growth potential. For purposes of this Fund, large capitalization companies are companies with market capitalization in excess of $4 billion at the time of investment.   The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes measured at the time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in U.S. issuers, including foreign companies that are traded in the United States. However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments.

5

 

     
AXA Enterprise Capital Appreciation Fund   Goldman Sachs Structured U.S. Equity Fund
     
The sub-adviser focuses on identifying companies with growth potential. In choosing investments, the sub-adviser utilizes a process that combines top-down economic analysis with bottom-up stock selection. The “top-down” approach takes into consideration macro- economic factors such as interest rates and inflation. The “bottom-up” stock selection process looks for individual companies with earnings growth potential that may not be recognized by the market at large based on any of a number of different attributes.   The Fund’s investments are selected using both a variety of quantitative techniques derived from fundamental research including but not limited to valuation, momentum, profitability and earnings in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the S&P 500® Index. The Fund seeks a broadly diversified portfolio of large cap and blue chip equity investments representing all major sectors of the U.S. economy. The Fund is not required to limit its investments to securities in the S&P 500® Index. The Fund’s investments in fixed-income securities are limited to securities that are considered cash equivalents.
 
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-adviser believes provide opportunities for capital appreciation, such as preferred stocks, warrants and securities convertible into common stock.   The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.
 
The Fund also may invest in equity securities of small and mid-capitalization companies.   The Fund may, to the extent consistent with its investment policies, invest in small- and mid- capitalization companies.
 
The Fund will normally hold a core position of between 35 and 50 common stocks. The Fund may hold a limited number of additional common stocks at times when the sub-adviser is accumulating new positions, phasing out existing positions or responding to exceptional market conditions.   The Fund invests in a broadly diversified portfolio of large-cap and blue chip equity investments representing all major sectors of the U.S. economy.
 
The Fund may invest in foreign securities, including depositary receipts of foreign based companies, including companies based in developing countries.   The Fund may make foreign investments, including American and global depositary receipts. The Fund generally does not invest in securities of emerging market issuers. Equity securities of foreign issuers must be traded in the United States.
 
The Fund may engage in active or frequent trading of portfolio securities to achieve its investment objective.   Same.

6

 

     
AXA Enterprise Capital Appreciation Fund   Goldman Sachs Structured U.S. Equity Fund
     
 
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities.   For temporary defensive purposes, the Fund may invest up to 35% of its total assets (not including securities lending collateral and any investment of that collateral) (“Total Assets”) in securities issued or guaranteed by the U.S. Government, its agencies, instrumentalities or sponsored enterprises (“U.S. Government Securities”); commercial paper rated at least A-2 by Standard & Poor’s Rating Group (“Standard & Poor’s” or “S&P”), P-2 by Moody’s Investors Service, Inc. (“Moody’s”) or having a comparable rating by another nationally recognized statistical rating organization (“NRSRO”); certificates of deposit; bankers’ acceptances; repurchase agreements and non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year.
 
Investment Advisers
   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by an investment sub-adviser selected by AXA Equitable. The Fund’s sub-adviser is Marsico Capital Management, LLC.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, polices and restrictions of the AXA Enterprise Capital Appreciation Fund and Goldman Sachs Structured U.S. Equity Fund are, in general, similar. One difference between the Funds is that the GST Fund seeks capital appreciation and dividend income as part of its objective, while the AXA Enterprise Fund only seeks capital appreciation. The GST Fund also generally invests in a larger number of issuers than the AXA Enterprise Fund, which has a policy to hold a core position of 35-50 stocks. In addition, GSAM, unlike the investment sub-adviser for the AXA Enterprise Fund, relies primarily on a quantitative investment style.

7

 

Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations  — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
                 
    AXA Enterprise Capital   Goldman Sachs Structured
    Appreciation Fund   U.S. Equity Fund
         
Net Asset Value Risk
     X       X  
Interest Rate Risk
             X  
Stock Risk
     X       X  
Derivatives Risk
             X  
Management Risk
     X       X  
Market Risk
     X       X  
Liquidity Risk
             X  
Investment Style Risk
     X       X  
Mid-Capitalization Risk
     X       X  
Foreign Risk
     X       X  
Emerging Countries Risk
     X          
Small Capitalization Risk
     X       X  
Issuer-Specific Risk
     X       X  
Sub-adviser Selection Risk
     X          
Large-Capitalization Risk
     X       X  
Portfolio Turnover Risk
     X       X  
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Capital Appreciation Fund and the Goldman Sachs Structured U.S. Equity Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization (assuming only the Reorganization of the AXA Enterprise Capital Appreciation Fund into the GST Fund and then assuming the Reorganization of both the AXA Enterprise Capital Appreciation Fund and the AXA Enterprise Multimanager Core Equity Fund into the GST Fund). The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered

8

 

an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended August 31, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on September 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended August 31, 2006. For financial statement purposes, the Goldman Sachs Structured U.S. Equity Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists, (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure) and (4) the same GST Fund if both the AXA Enterprise Capital Appreciation Fund and the AXA Enterprise Multimanager Core Equity Fund are acquired by the single GST Fund (i.e., “pro forma figure 2”).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

9

 

                                                                                                 
                                        Combined Fund Pro Forma
                                (AXA Enterprise Capital
                    Combined Fund Pro Forma   Appreciation Fund + AXA
    AXA Enterprise       (AXA Enterprise Capital   Enterprise Multimanager
    Multimanager Capital   Goldman Sachs Structured   Appreciation Fund +   Core Equity Fund +
    Appreciation Fund   U.S. Equity Fund   GST Fund)   GST Fund)
                 
    Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       5.50% 1     None       None       5.50% 1     None       None       5.50% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None 1     5.00% 3     1.00% 4     None 1     5.00% 3     1.00% 4     None 1     5.00% 3     1.00% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                 
                                        Combined Fund Pro Forma
                                (AXA Enterprise Capital
                            Combined Fund Pro Forma   Appreciation Fund + AXA
            (AXA Enterprise Capital   Enterprise Multimanager
    AXA Enterprise Capital   Goldman Sachs Structured   Appreciation Fund +   Core Equity Fund +
    Appreciation Fund   U.S. Equity Fund   GST Fund)   GST Fund)
                 
    Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.73%       0.73%       0.73%       0.65% 6     0.65% 6     0.65% 6     0.64% 6     0.64% 6     0.64% 6     0.64% 6     0.64% 6     0.64% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       1.00%       1.00%       0.25%       1.00%       1.00%       0.25%       1.00%       1.00%  
Other Expenses*
     0.40%       0.40%       0.40%       0.25% 7     0.25% 7     0.25% 7     0.24% 7     0.24% 7     0.24% 7     0.24% 7     0.24% 7     0.24% 7
     
Total Fund Operating Expenses*
     1.58% 8     2.13% 8     2.13% 8     1.15%       1.90%       1.90%       1.13%       1.88%       1.88%       1.13%       1.88%       1.88%  
 
* The “Management Fees,” “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                 
                                        Combined Fund Pro Forma
                                (AXA Enterprise Capital
                    Combined Fund Pro Forma   Appreciation Fund + AXA
    AXA Enterprise       (AXA Enterprise Capital   Enterprise Multimanager
    Multimanager Capital   Goldman Sachs Structured   Appreciation Fund +   Core Equity Fund +
    Appreciation Fund   U.S. Equity Fund   GST Fund)   GST Fund)
                 
    Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.73%       0.73%       0.73%       0.55% 6     0.55% 6     0.55% 6     0.54% 6     0.54% 6     0.54% 6     0.54% 6     0.54% 6     0.54% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       1.00%       1.00%       0.25%       1.00%       1.00%       0.25%       1.00%       1.00%  
Other Expenses
     0.40%       0.40%       0.40%       0.19% 7     0.19% 7     0.19% 7     0.19% 7     0.19% 7     0.19% 7     0.19% 7     0.19% 7     0.19% 7
     
Total Fund Operating Expenses (after current expense limitations)
     1.58% 8     2.13% 8     2.13% 8     0.99%       1.74%       1.74%       0.98%       1.73%       1.73%       0.98%       1.73%       1.73%  

10

 

                                 
                Combined Fund Pro Forma
                (AXA Enterprise Capital
            Combined Fund Pro Forma   Appreciation Fund + AXA Enterprise
    AXA Enterprise Capital   Goldman Sachs Structured U.S.   (AXA Enterprise Capital   Multimanager Core Equity Fund +
    Appreciation Fund   Equity Fund   Appreciation Fund + GST Fund)   GST Fund)
                 
    Class Y Shares   Institutional Shares   Institutional Shares   Institutional Shares
                 
Shareholder Fees
(fees paid directly from your investment):
                                
Maximum Sales Charge (Load) Imposed on Purchases
     None       None       None       None  
Maximum Deferred Sales Charge (Load)2
     None       None       None       None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None  
Redemption Fees
     2.00% 5     None       None       None  
Exchange Fees
     None       None       None       None  
                                 
                Combined Fund Pro Forma
                (AXA Enterprise Capital
            Combined Fund Pro Forma   Appreciation Fund + AXA Enterprise
    AXA Enterprise Capital   Goldman Sachs Structured   (AXA Capital Appreciation   Multimanager Core Equity Fund +
    Appreciation Fund   U.S. Equity Fund   Enterprise Fund + GST Fund)   GST Fund)
                 
    Class Y Shares   Institutional Shares   Institutional Shares   Institutional Shares
                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                
Management Fees
     0.73%       0.65% 6     0.64% 6     0.64% 6
Distribution and Service (12b-1) Fees
     None       None       None       None  
Other Expenses*
     0.40%       0.10% 7     0.09%       0.09%  
     
Total Fund Operating Expenses*
     1.13%       0.75%       0.73%       0.73%  
 
* The “Management Fees,” “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                 
                Combined Fund Pro Forma (AXA
            Combined Fund Pro Forma   Enterprise Capital Appreciation Fund
    AXA Enterprise Capital   Goldman Sachs Structured   (AXA Capital Appreciation   + AXA Enterprise Multimanager Core
    Appreciation Fund   U.S. Equity Fund   Enterprise Fund + GST Fund)   Equity Fund + GST Fund)
                 
    Class Y Shares   Institutional Shares   Institutional Shares   Institutional Shares
                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                
Management Fees
     0.73%       0.55% 6     0.54% 6     0.54% 6
Distribution and Service (12b-1) Fees
     None       None       None       None  
Other Expenses
     0.40%       0.04% 7     0.04% 7     0.04% 7
     
Total Fund Operating Expenses (after current expense limitations)
     1.13% 6     0.59%       0.58%       0.58%  

11

 

 
1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a contingent deferred sales charge (“CDSC”) of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of an AXA Enterprise Fund and GST Fund automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
5 If you redeem or exchange shares of the AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the AXA Enterprise Fund for the benefit of the remaining shareholders.
 
6 GSAM has entered into the following contractual fee reduction commitments for the GST Fund:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Structured U.S. Equity Fund
     0.65%     First $1 Billion
      0.59%     Next $1 Billion
      0.56%     Over $2 Billion
Prior to this fee reduction commitment, the management fees for the Structured U.S. Equity Fund as an annual percentage rate of average daily net assets was 0.65%. Additionally, as of August 31, 2006, GSAM was voluntarily waiving a portion of its management fee equal to 0.10% based on the average daily net assets of the GST Fund.
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares, plus all other ordinary expenses not detailed above. “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of the Institutional Shares for the Fund. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, shareholder administration fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses) to 0.004% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to an Expense Limitation Agreement, AXA Equitable has agreed to make payments or waive its management, administration and other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Trust Trustees consent to an earlier revision or termination of this arrangement) so that the net annual fund operating expenses (as a percentage of average daily net assets) of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests, and other extraordinary expenses) do not exceed 1.75% for Class A Shares, 2.30% for Class B and Class C Shares and 1.30% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the AXA Enterprise Fund’s expense ratio and such reimbursements do not exceed the AXA Enterprise Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
A portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction the Net Operating Expenses for the AXA Enterprise Fund for the twelve months ended August 31, 2006 was 1.56% for Class A Shares, 2.11% for Class B and Class C Shares and 1.11% for Class Y Shares.

12

 

     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the “Combined Fund Pro forma Figure 1”); and (4) the same GST if it acquires both the AXA Enterprise Capital Appreciation Fund and the AXA Enterprise Multimanager Core Equity Fund (i.e., the “Combined Fund Pro forma Figure 2”) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Capital Appreciation Fund
                                
 
Class A Shares
   $ 628     $ 950     $ 1,295     $ 2,264  
 
Class B Shares
                                
   
- assuming complete redemption at end of period
   $ 716     $ 1,067     $ 1,344     $ 2,322  
   
- assuming no redemption
   $ 216     $ 667     $ 1,144     $ 2,322  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 316     $ 667     $ 1,144     $ 2,462  
   
- assuming no redemption
   $ 216     $ 667     $ 1,144     $ 2,462  
 
Class Y Shares
   $ 115     $ 359     $ 622     $ 1,375  
Goldman Sachs Structured U.S. Equity Fund
                                
 
Class A Shares
   $ 645     $ 848     $ 1,067     $ 1,696  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 677     $ 848     $ 1,144     $ 1,853  
   
- assuming no redemption
   $ 177     $ 548     $ 944     $ 1,853  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 277     $ 548     $ 944     $ 2,052  
   
- assuming no redemption
   $ 177     $ 548     $ 944     $ 2,052  
 
Institutional Shares
   $ 60     $ 189     $ 329     $ 738  
Combined Fund Pro Forma (AXA Enterprise Capital Appreciation Fund + GST Fund)
                                
 
Class A Shares
   $ 644     $ 845     $ 1,062     $ 1,685  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 676     $ 845     $ 1,139     $ 1,842  
   
- assuming no redemption
   $ 176     $ 545     $ 939     $ 1,842  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 276     $ 545     $ 939     $ 2,041  
   
- assuming no redemption
   $ 176     $ 545     $ 939     $ 2,041  
 
Institutional Shares
   $ 59     $ 186     $ 324     $ 726  

13

 

                                     
    1 Year   3 Years   5 Years   10 Years
                 
Combined Fund Pro Forma (AXA Enterprise Capital Appreciation + Multimanager Core Equity Fund + GST Fund)
                                
 
Class A Shares
   $ 659     $ 889     $ 1,138     $ 1,849  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 691     $ 891     $ 1,216     $ 2,005  
   
- assuming no redemption
   $ 191     $ 591     $ 1,016     $ 2,005  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 291     $ 591     $ 1,016     $ 2,201  
   
- assuming no redemption
   $ 191     $ 591     $ 1,016     $ 2,201  
 
Institutional Shares
   $ 75     $ 233     $ 406     $ 906  
 
1 The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.
      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A Shares, the assumed CDSC for Class B Shares and the assumed CDSC for Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.

14

 

      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.
AXA Enterprise Capital Appreciation Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 11/17/87)
                        
Return Before Taxes
     0.78%       5.62%       6.95%  
Return After Taxes on Distributions1
     0.78%       5.62%       5.28%  
Return After Taxes on Distributions and Sale of Fund Shares1
     0.51%       4.85%       5.26%  
Russell 1000 Growth Index2
     9.07%       2.69%       5.44%  
 
Class B (inception 5/1/95)
                        
Return Before Taxes
     0.22%       5.75%       7.00%  
Russell 1000 Growth Index
     9.07%       2.69%       8.44%  
 
Class C (inception 5/1/97)
                        
Return Before Taxes
     4.22%       6.08%       7.41%  
Russell 1000 Growth Index
     9.07%       2.67%       4.90%  
 
Class Y (inception 5/14/98)
                        
Return Before Taxes
     6.27%       7.14%       5.24%  
Russell 1000 Growth Index
     9.07%       2.69%       1.25%  

15

 

Goldman Sachs Structured U.S. Equity Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 5/24/91)
                        
Return Before Taxes
     13.03%       7.05%       8.22%  
Return After Taxes on Distributions1
     6.17%       5.66%       6.66%  
Return After Taxes on Distributions and Sale of Fund Shares1
     5.29%       5.03%       6.26%  
S&P 500 Index3
     15.79%       6.19%       8.42%  
 
Class B (inception 5/1/96)
                        
Return Before Taxes
     12.24%       6.26%       7.46%  
S&P 500 Index
     15.79%       6.19%       8.42%  
 
Class C (inception 8/15/97)
                        
Return Before Taxes
     12.22%       6.27%       5.39%  
S&P 500 Index
     15.79%       6.19%       6.32%  
 
Institutional Class (inception 6/15/95)
                        
Return Before Taxes
     13.51%       7.48%       8.70%  
S&P 500 Index
     15.79%       6.19%       8.42%  
 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The Russell 1000 Growth Index® is an unmanaged index of common stocks that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
3 The S&P 500® Index is the Standard & Poor’s 500 Composite Stock Price Index of 500 stocks, an unmanaged index of common stock prices. The Index figures do not reflect any deduction for fees, expenses or taxes.

16

 

Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix D.
         
    AXA Enterprise Capital   Goldman Sachs Structured
    Appreciation Fund   U.S. Equity Fund
         
Sales Charges and Distribution/ Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no contingent deferred sales charge (“CDSC”) on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule
12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.		   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.

17

 

         
    AXA Enterprise Capital   Goldman Sachs Structured
    Appreciation Fund   U.S. Equity Fund
         
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.
 
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.
Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of August 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on August 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share. For this Reorganization, because more than one AXA Enterprise Fund is being reorganized

18

 

into the GST Fund, the Pro forma Combined Fund reflects both Funds being reorganized into the GST Fund and only the AXA Enterprise Capital Appreciation Fund being reorganized into the GST Fund.
                             
                            Pro Forma
    AXA Enterprise   AXA Enterprise   Goldman Sachs       Pro Forma       Combined Fund
    Capital   Multimanager   Structured       Combined Fund       (Fund A +
    Appreciation   Core Equity   U.S. Equity   Pro Forma   (Fund A +   Pro Forma   Fund B +
    Fund (Fund A)   Fund (Fund B)   Fund* (Fund C)   Adjustments   Fund C)   Adjustments   Fund C)
                             
Net Assets:
   $192,169
(Class A Shares)		   $587
(Class A Shares)		   $611,999
(Class A Shares)		   $0   $804,168
(Class A Shares)		   $3,781   $808,536
(Class A Shares)
    $67,065
(Class B Shares)		   $323
(Class B Shares)		   $78,110
(Class B Shares)		   $0   $145,175
(Class B Shares)		   $0   $145,498
(Class B Shares)
    $64,690
(Class C Shares)		   $324
(Class C Shares)		   $36,628
(Class C Shares)		   $0   $101,318
(Class C Shares)		   $0   $101,642
(Class C Shares)
    $65,267
(Class Y Shares)		   $6,900
(Class Y Shares)		   $644,250
(Institutional Shares)		   $0   $709,517
(Institutional Shares)		   $0   $716,417
(Institutional Shares)
        $3,781
(Class P Shares)		   $13,019
(Service Shares)		           $(3,781)   $13,019
(Service Shares)
Net Asset Value Per Share:
   $34.08
(Class A Shares)		   $11.34
(Class A Shares)		   $31.79
(Class A Shares)		   $(34.08)   $31.79
(Class A Shares)		   $(45.42)   $31.79
(Class A Shares)
    $31.34
(Class B Shares)		   $11.05
(Class B Shares)		   $29.92
(Class B Shares)		   $(31.34)   $29.92
(Class B Shares)		   $(42.39)   $29.92
(Class B Shares)
    $32.25
(Class C Shares)		   $11.05
(Class C Shares)		   $29.78
(Class C Shares)		   $(32.25)   $29.78
(Class C Shares)		   $(43.30)   $29.78
(Class C Shares)
    $35.61
(Class Y Shares)		   $11.39
(Class Y Shares)		   $32.48
(Institutional Shares)		   $(35.61)   $32.48
(Institutional Shares)		   $(46.99)   $32.48
(Institutional Shares)
        $11.35
(Class P Shares)		   $31.50
(Service Shares)		           $11.35   $31.50
(Service Shares)
Shares Outstanding:
   5,639
(Class A Shares)		   52
(Class A Shares)		   19,251
(Class A Shares)		   405   25,295
(Class A Shares)		   491   25,433
(Class A Shares)
    2,140
(Class B Shares)		   29
(Class B Shares)		   2,611
(Class B Shares)		   101   4,852
(Class B Shares)		   83   4,863
(Class B Shares)
    2,006
(Class C Shares)		   29
(Class C Shares)		   1,230
(Class C Shares)		   166   3,402
(Class C Shares)		   148   3,413
(Class C Shares)
    1,833
(Class Y Shares)		   606
(Class Y Shares)		   19,835
(Institutional Shares)		   177   21,845
(Institutional Shares)		   $(217)   22,057
(Institutional Shares)
        333
(Class P Shares)		   413
(Service Shares)		           $(333)   413
(Service Shares)
 
* The Goldman Sachs Structured U.S. Equity Fund will be the accounting survivor for financial statement purposes.
*    *    *    *    *
Proposal 1(b): Approval of the Reorganization of the AXA Enterprise Deep Value Fund into the Goldman Sachs Large Cap Value Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Deep Value Fund into the Goldman Sachs Large Cap Value Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that

19

 

Fund’s shareholders. The GST Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Deep Value Fund   Goldman Sachs Large Cap Value Fund
     
Investment Objective
Seeks total return through capital appreciation with income as a secondary consideration.		   Investment Objective
Seeks long-term capital appreciation.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund invests primarily in equity securities of U.S. large capitalization companies that the sub-adviser believes are undervalued. Large capitalization companies are companies with market capitalization in excess of $10 billion at the time of investment.   The Fund invests, under normal circumstances, at least 80% of its Net Assets in a diversified portfolio of equity investments in large-cap U.S. issuers with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of companies constituting the Russell 1000® Value Index at the time of investment. If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. Currently, the capitalization range of the Russell 1000® Value Index was between $1.3 billion and $448 billion.
 
The sub-adviser utilizes a value-oriented investment style that emphasizes companies whose stocks are undervalued based on certain financial measurements, including price-to-earnings and price-to-book ratios and dividend income potential.   The Fund seeks its investment objective by investing in value opportunities that GSAM defines as companies with identifiable competitive advantages whose intrinsic value is not reflected in the stock price.
 
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-adviser believes provide opportunities for total return, such as preferred securities, warrants and securities convertible into common stock.   The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.
 
The Fund may invest up to 20% of its assets in foreign securities, including securities of companies in emerging markets.   Although the Fund will invest primarily in publicly traded U.S. securities, it may invest up to 25% of its Net Assets in foreign securities, including securities quoted in foreign currencies.
 
The Fund also may invest in equity securities of small and mid-capitalization companies.   The Fund may, to the extent consistent with its investment policies, invest in small- and mid- capitalization companies.
 
The Fund generally does not invest more than 5% of its assets in fixed-income securities.   The Fund also may invest up to 20% of its Net Assets in fixed-income securities, such as government, corporate and bank debt obligations.

20

 

     
AXA Enterprise Deep Value Fund   Goldman Sachs Large Cap Value Fund
     
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities.   The Fund may, for temporary defensive purposes, invest 100% of its Total Assets in U.S. Government Securities; commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO; certificates of deposit; bankers’ acceptances; repurchase agreements and non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year.
 
Investment Advisers
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by an investment sub-adviser selected by AXA Equitable. The Fund’s sub-adviser is Barrow, Hanley, Mewhinney & Strauss, Inc.		   Investment Adviser
GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies, and restrictions of AXA Enterprise Deep Value Fund and Goldman Sachs Large Cap Value Fund are, in general, similar. One difference that should be noted is that the Goldman Sachs Large Cap Value Fund generally is required to invest a greater portion of its assets (at least 80% of its Net Assets) in equity securities of U.S. companies with large capitalizations than the AXA Enterprise Deep Value Fund (at least 65% of its assets). The GST Fund considers large capitalization companies to be those companies having a market capitalization within the range of companies in the Russell 1000 Value Index, which includes companies with capitalizations as small as $1.3 billion, while the AXA Enterprise Fund considers large capitalization companies to be those companies with a market capitalization of more than $10 billion. In addition, the GST Fund may invest in up to 25% of its Net Assets in foreign securities, while the AXA Enterprise Fund may invest up to 20% of its total assets in foreign securities.
Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an

21

 

explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations  — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
                 
        Goldman Sachs
    AXA Enterprise   Large Cap
    Deep Value Fund   Value Fund
         
Net Asset Value Risk
     X       X  
Interest Rate Risk
             X  
Credit/ Default Risk
             X  
Stock Risk
     X       X  
Derivatives Risk
             X  
Management Risk
     X       X  
Market Risk
     X       X  
Liquidity Risk
             X  
Investment Style Risk
     X       X  
Mid-Capitalization Risk
     X          
Foreign Risk
     X       X  
Emerging Countries Risk
     X       X  
Initial Public Offering Risk
     X       X  
Small-Capitalization Risk
     X          
Issuer-Specific Risk
     X       X  
Sub-adviser Selection Risk
     X          
Large-Capitalization Risk
     X       X  
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Deep Value Fund and the Goldman Sachs Large Cap Value Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended August 31, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on September 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended August 31, 2006. For financial statement purposes, the Goldman Sachs Large Cap Value Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.

22

 

      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

23

 

                                                                                                 
    AXA Enterprise Deep Value Fund   Goldman Sachs Large Cap Value Fund   Combined Fund Pro forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       None       5.50% 1     None       None       None       5.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                 
    AXA Enterprise Deep Value Fund   Goldman Sachs Large Cap Value Fund   Combined Fund Pro forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.73%       0.73%       0.73%       0.73%       0.74% 6     0.74% 6     0.74% 6     0.74% 6     0.74% 6     0.74% 6     0.74% 6     0.74% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     0.61%       0.61%       0.61%       0.61%       0.24% 7     0.24% 7     0.24% 7     0.09% 7     0.24% 7     0.24% 7     0.24% 7     0.09% 7
     
Total Fund Operating Expenses*
     1.79% 8     2.34% 8     2.34% 8     1.34% 8     1.23%       1.98%       1.98%       0.83%       1.23%       1.98%       1.98%       0.83%  
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, the GST Fund and the Combined Fund are as set forth below.
                                                                                                 
    AXA Enterprise Deep Value Fund   Goldman Sachs Large Cap Value Fund   Combined Fund Pro forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.44%       0.44%       0.44%       0.44%       0.74% 6     0.74% 6     0.74% 6     0.74% 6     0.74% 6     0.74% 6     0.74% 6     0.74% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.61%       0.61%       0.61%       0.61%       0.24% 7     0.24% 7     0.24% 7     0.09% 7     0.24% 7     0.24% 7     0.24% 7     0.09% 7
     
Total Fund Operating Expenses (after current expense limitations)
     1.50% 8     2.05% 8     2.05% 8     1.05% 8     1.23%       1.98%       1.98%       0.83%       1.23%       1.98%       1.98%       0.83%  

24

 

 
1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of an AXA Enterprise Fund and GST Fund automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
5 If you redeem or exchange shares of the AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the AXA Enterprise Fund for the benefit of the remaining shareholders.
6 GSAM has entered into the following contractual fee reduction commitments for the GST Fund:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Large Cap Value Fund
     0.75%     First $1 Billion
      0.68%     Next $1 Billion
      0.65%     Over $2 Billion
      Prior to this fee reduction commitment, the management fees for the Large Cap Value Fund as an annual percentage rate of average daily net assets was 0.75%.
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares, plus all other ordinary expenses not detailed above. “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of the Institutional Shares for the Fund. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, shareholder administration fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses) to 0.064% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to an Expense Limitation Agreement, AXA Equitable has agreed to make payments or waive its management, administration and other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Trust Trustees consent to an earlier revision or termination of this arrangement) so that the net annual fund operating expenses (as a percentage of average daily net assets) of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests and other extraordinary expenses) do not exceed 1.50% for Class A Shares, 2.05% for Class B and Class C Shares and 1.05% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the AXA Enterprise Fund’s expense ratio and such reimbursements do not exceed the AXA Enterprise Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
       A portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction the Net Operating Expenses for the AXA Enterprise Fund for the twelve months ended August 31, 2006 was 1.49% for Class A Shares, 2.04% for Class B and Class C Shares and 1.04% for Class Y Shares.

25

 

     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Deep Value Fund
                                
 
Class A Shares
   $ 620     $ 983     $ 1,371     $ 2,452  
 
Class B Shares
                                
   
- assuming complete redemption at end of period
   $ 708     $ 1,101     $ 1,421     $ 2,510  
   
- assuming no redemption
   $ 208     $ 701     $ 1,221     $ 2,510  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 308     $ 701     $ 1,221     $ 2,647  
   
- assuming no redemption
   $ 208     $ 701     $ 1,221     $ 2,647  
 
Class Y Shares
   $ 107     $ 395     $ 705     $ 1,583  
Goldman Sachs Large Cap Value Fund
                                
 
Class A Shares
   $ 668     $ 919     $ 1,188     $ 1,957  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 701     $ 921     $ 1,268     $ 2,113  
   
- assuming no redemption
   $ 201     $ 621     $ 1,068     $ 2,113  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 301     $ 621     $ 1,068     $ 2,306  
   
- assuming no redemption
   $ 201     $ 621     $ 1,068     $ 2,306  
 
Institutional Shares
   $ 85     $ 265     $ 460     $ 1,025  
Combined Fund Pro forma
                                
 
Class A Shares
   $ 668     $ 919     $ 1,188     $ 1,957  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 701     $ 921     $ 1,268     $ 2,113  
   
- assuming no redemption
   $ 201     $ 621     $ 1,068     $ 2,113  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 301     $ 621     $ 1,068     $ 2,306  
   
- assuming no redemption
   $ 201     $ 621     $ 1,068     $ 2,306  
 
Institutional Shares
   $ 85     $ 265     $ 460     $ 1,025  
 
1 The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.

26

 

      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A Shares, the assumed CDSC for Class B Shares and the assumed CDSC for Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

27

 

AXA Enterprise Deep Value Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 5/31/2001)
                        
Return Before Taxes
     10.86%       5.55%       4.88%  
Return After Taxes on Distributions1
     9.92%       4.73%       4.13%  
Return After Taxes on Distributions
     7.67%       4.42%       3.87%  
and Sale of Fund Shares1
                        
Russell 1000 Value Index2
     22.25%       10.86%       8.36%  
 
Class B (inception 5/31/2001)
                        
Return Before Taxes
     10.88%       5.70%       5.10%  
Russell 1000 Value Index
     22.25%       10.86%       8.36%  
 
Class C (inception 5/31/2001)
                        
Return Before Taxes
     14.88%       6.02%       5.24%  
Russell 1000 Value Index
     22.25%       10.86%       8.36%  
 
Class Y (inception 5/31/2001)
                        
Return Before Taxes
     17.10%       7.07%       6.26%  
Russell 1000 Value Index
     22.25%       10.86%       8.36%  
Goldman Sachs Large Cap Value Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 12/15/1999)
                        
Return Before Taxes
     18.44%       10.30%       7.82%  
Return After Taxes on Distributions1
     11.06%       8.32%       6.39%  
Return After Taxes on Distributions and Sale of Fund Shares2
     8.50%       7.57%       5.82%  
Russell 1000 Value Index2
     22.25%       10.86%       8.03%  
 
Class B (inception 12/15/1999)
                        
Return Before Taxes
     17.54%       9.48%       7.00%  
Russell 1000 Value Index
     22.25%       10.86%       8.03%  
 
Class C (inception 12/15/1999)
                        
Return Before Taxes
     17.64%       9.47%       7.00%  
Russell 1000 Value Index
     22.25%       10.86%       8.03%  
 
Institutional Class (inception 12/15/1999)
                        
Return Before Taxes
     18.93%       10.73%       8.23%  
Russell 1000 Value Index
     22.25%       10.86%       8.03%  
 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

28

 

2 The Russell 1000 Value Index® is an unmanaged market capitalization weighted index of common stocks that measures the performance of the 1000 largest U.S. 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.
Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix D.
         
    AXA Enterprise   Goldman Sachs
    Deep Value Fund   Large Cap Value Fund
         
Sales Charges and Distribution/Service
(Rule 12b-1) Fees		   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.

29

 

         
    AXA Enterprise   Goldman Sachs
    Deep Value Fund   Large Cap Value Fund
         
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.
 
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.

30

 

Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of August 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on August 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share.
                 
    AXA Enterprise   Goldman Sachs Large   Pro Forma   Pro Forma
    Deep Value Fund   Cap Value Fund*   Adjustments   Combined Fund
                 
Net Assets:   $28,937
(Class A Shares)		   $707,319
(Class A Shares)		   $0   $736,256
(Class A Shares)
    $15,739
(Class B Shares)		   $24,939
(Class B Shares)		   $0   $40,678
(Class B Shares)
    $7,009
(Class C Shares)		   $54,909
(Class C Share)		   $0   $61,918
(Class C Shares)
    $9,117
(Class Y Shares)		   $506,910
(Institutional Shares)		   $0   $516,027
(Institutional Shares)
 
Net Asset Value
Per Share:
   $10.96
(Class A Shares)		   $13.80
(Class A Shares)		   $(10.96)   $13.80
(Class A Shares)
    $10.86
(Class B Shares)		   $13.44
(Class B Shares)		   $(10.86)   $13.44
(Class B Shares)
    $10.86
(Class C Shares)		   $13.40
(Class C Shares)		   $(10.86)   $13.40
(Class C Shares)
    $11.03
(Class Y Shares)		   $13.94
(Institutional Shares)		   $(11.03)   $13.94
(Institutional Shares)
 
Shares Outstanding:
   2,641
(Class A Shares)		   51,269
(Class A Shares)		   (544)   53,366
(Class A Shares)
    1,449
(Class B Shares)		   1,855
(Class B Shares)		   (278)   3,026
(Class B Shares)
    645
(Class C Shares)		   4,098
(Class C Shares)		   (122)   4,621
(Class C Shares)
    827
(Class Y Shares)		   36,360
(Institutional Shares)		   (174)   37,013
(Institutional Shares)
 
* The Goldman Sachs Large Cap Value Fund will be the accounting survivor for financial statement purposes.
*     *     *     *     *
Proposal 1(c): Approval of the Reorganization of the AXA Enterprise Equity Fund into the Goldman Sachs Structured Large Cap Growth Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Equity Fund into the Goldman Sachs Structured Large Cap Growth Fund. You should read carefully the entire Proxy/Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.

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Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. Each Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
    Goldman Sachs Structured
AXA Enterprise Equity Fund   Large Cap Growth Fund
     
Investment Objective   Investment Objective
Seeks Long-term capital appreciation.   Seeks long-term growth of capital. Dividend income is a secondary consideration. The Fund seeks this objective through a broadly diversified portfolio of equity investments in large-cap U.S. issuers that are expected to have better prospects for earnings growth than the growth rate of the general domestic economy.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities. The Fund intends to invest primarily in the equity securities of U.S. large capitalization companies that meet the sub-adviser’s criteria of high return on investment capital, strong positions within their industries, sound financial fundamentals and management committed to shareholder interests. Large capitalization companies are companies with market capitalization in excess of $5 billion at the time of investment.   The Fund invests, under normal circumstances, at least 80% of its Net Assets in a broadly diversified portfolio of equity investments in large-cap U.S. issuers, including foreign issuers that are traded in the United States. However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments. These issuers will have public stock market capitalizations (based upon shares available for trading on an unrestricted basis) similar to that of the Russell 1000® Growth Index at the time of investment. If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The Fund is not required to limit its investments to securities in the Russell 1000® Growth Index. The capitalization range of the Russell 1000® Growth Index is currently between $1.369 billion and $432.114 billion.

32

 

     
    Goldman Sachs Structured
AXA Enterprise Equity Fund   Large Cap Growth Fund
     
The sub-adviser generally chooses investments that include either companies with above average growth prospects, companies selling at reasonable valuations, or both. The sub-adviser generally selects companies with one or more of the following characteristics: superior business practices that will benefit from long-term trends, superior growth, profitability and leading market share versus others in their industry, strong enduring business models, valuable consumer or commercial franchises, high return on capital, favorable price to intrinsic value and undervalued assets.   The adviser emphasizes a company’s growth prospects in analyzing equity investments to be purchased by the Fund. The Fund’s investments are selected using both a variety of quantitative techniques derived from fundamental research including but not limited to valuation, momentum, profitability and earnings in seeking to maximize the Fund’s expected return. The Fund maintains the risk, style, capitalization and industry characteristics similar to the Russell 1000® Growth Index. The Fund seeks to maximize expected return while maintaining characteristics similar to its benchmark which generally consists of companies with above average capitalizations and earnings growth expectations and below average dividend yields.
 
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-adviser believes provide opportunities for capital appreciation, such as preferred stocks, warrants and securities convertible into common stock.   The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.
 
The Fund may invest up to 20% of its assets in foreign securities, including securities of companies in emerging markets, provided that they are listed on a domestic or foreign securities exchange or represented by American Depositary Receipts (“ADRs”) or European Depositary Receipts (“EDRs”) listed on a domestic securities exchange or traded in the U.S. over-the-counter market.   The Fund may make foreign investments, including ADRs and global depositary receipts. The Fund generally does not invest in securities of emerging market issuers. Equity securities of foreign issuers must be traded in the United States.
 
The Fund also may invest in equity securities of small and mid-capitalization companies.   The Fund may, to the extent consistent with its investment policies, invest in small- and mid- capitalization companies.
 
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   For temporary defensive purposes, the Fund may invest up to 35% of its Total Assets in U.S. Government Securities; commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO; certificates of deposit; bankers’ acceptances; repurchase agreements; non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year.

33

 

     
    Goldman Sachs Structured
AXA Enterprise Equity Fund   Large Cap Growth Fund
     
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by an investment sub-adviser selected by AXA Equitable. The Fund’s sub-adviser is TCW Investment Management Company.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Equity Fund and Goldman Sachs Structured Large Cap Growth Fund are, in general, similar. One difference that should be noted is that the AXA Enterprise Fund defines large capitalization companies as companies with market capitalization in excess of $5 billion at the time of investment, while the GST Fund targets equity investments that fall within the capitalization range of the Russell 1000® Growth Index, which is currently between $1.369 billion and $432.114 billion. One other difference is that the investment adviser to the GST Fund uses a quantitative investment style unlike the investment sub-adviser to the AXA Enterprise Fund.
Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
         
        Goldman Sachs Structured
    AXA Enterprise Equity Fund   Large Cap Growth Fund
         
Net Asset Value Risk
   X   X
Interest Rate Risk
       X
Stock Risk
   X   X
Derivatives Risk
       X
Management Risk
   X   X
Market Risk
   X   X
Liquidity Risk
       X
Investment Style Risk
   X   X
Mid-Capitalization Risk
   X   X
Foreign Risk
   X   X
Emerging Countries Risk
   X    
Small-Capitalization Risk
   X   X
Issuer-Specific Risk
   X   X
Sub-adviser Selection Risk
   X    
Large-Capitalization Risk
   X   X
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that

34

 

shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Equity Fund and the Goldman Sachs Structured Large Cap Growth Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization (assuming only the Reorganization of the AXA Enterprise Equity Fund into the GST Fund and then assuming the Reorganization of both the AXA Enterprise Equity Fund and the AXA Enterprise Multimanager Growth Fund into the GST Fund). The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended August 31, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on September 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended August 31, 2006. For financial statement purposes, the Goldman Sachs Structured Large Cap Growth Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists, (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure) and (4) the same GST Fund if both the AXA Enterprise Equity Fund and the AXA Enterprise Multimanager Growth Fund are acquired by the single GST Fund (i.e., “pro forma figure 2”).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

35

 

                                                                                                                                 
                                        Combined Fund Pro Forma
                        Combined Fund Pro Forma   (AXA Enterprise Equity Fund + AXA
        Goldman Sachs Structured Large Cap   (AXA Enterprise Equity Fund +   Enterprise Multimanager Growth Fund +
    AXA Enterprise Equity Fund   Growth Fund   GST Fund)   GST Fund)
                 
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                                 
Shareholder Fees
(fees paid directly from your investment):		                                                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75%1       None       None       None       5.50%1       None       None       None       5.50%1       None       None       None       5.50%1       None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00%3       1.00%4       None       None 1     5.00%3       1.00%4       None       None 1     5.00%3       1.00%4       None       None 1     5.00%3       1.00%4       None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00%5       2.00%5       2.00%5       2.00%5       None       None       None       None       None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                                                 
                                        Combined Fund Pro Forma
                        Combined Fund Pro Forma   (AXA Enterprise Equity Fund + AXA
        Goldman Sachs Structured Large Cap   (AXA Enterprise Equity Fund +   Enterprise Multimanager Growth Fund +
    AXA Enterprise Equity Fund   Growth Fund   GST Fund)   GST Fund)
                 
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                                                
Management Fees
     0.73%       0.73%       0.73%       0.73%       0.65%6       0.65%6       0.65%6       0.65%6       0.65%6       0.65%6       0.65%6       0.65%6       0.65%6       0.65%6       0.65%6       0.65%6  
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     0.59%       0.59%       0.59%       0.59%       0.26%7       0.26%7       0.26%7       0.11%7       0.25%7       0.25%7       0.25%7       0.10%       0.25%7       0.25%7       0.25%7       0.10%  
     
Total Fund Operating Expenses*
     1.77%8       2.32%8       2.32%8       1.32%       1.16%       1.91%       1.91%       0.76%       1.15%       1.90%       1.90%       0.75%       1.15%       1.90%       1.90%       0.75%  
 
* The “Management Fees,” “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                                                 
                                                    Combined Fund Pro Forma
                                        (AXA Enterprise Equity Fund +
                        Combined Fund Pro Forma   AXA Enterprise Multimanager Growth
        Goldman Sachs Structured Large Cap   (AXA Enterprise Equity Fund +   Fund +
    AXA Enterprise Equity Fund   Growth Fund   GST Fund)   GST Fund)
                 
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                                                
Management Fees
     0.56%       0.56%       0.56%       0.56%       0.55%6       0.55%6       0.55%6       0.55%6       0.56%6       0.56%6       0.56%6       0.56%6       0.56%6       0.56%6       0.56%6       0.56%6  
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.59%       0.59%       0.59%       0.59%       0.20%7       0.20%7       0.20%7       0.05%7       0.19%7       0.19%7       0.19%7       0.04%7       0.19%7       0.19%7       0.19%7       0.04%7  
     
Total Fund Operating Expenses (after current expense limitations)
     1.60%8       2.15%8       2.15%8       1.15%6       1.00%       1.75%       1.75%       0.60%       1.00%       1.75%       1.75%       0.60%       1.00%       1.75%       1.75%       0.60%  

36

 

 
1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of an AXA Enterprise Fund and GST Fund automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
5 If you redeem or exchange shares of the AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the AXA Enterprise Fund for the benefit of the remaining shareholders.
 
6 GSAM has entered into the following contractual fee reduction commitments for the GST Fund:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Structured Large Cap Growth
     0.65%     First $1 Billion
      0.59%     Next $1 Billion
      0.56%     Over $2 Billion
       Prior to this fee reduction commitment, the management fee for the GST Fund as an annual percentage rate of average daily net assets was 0.65%. Additionally, as of August 31, 2006, GSAM was voluntarily waiving a portion of its management fee equal to 0.10% based on the average daily net assets of the GST Fund.
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares, plus all other ordinary expenses not detailed above. “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of the Institutional Shares for the Fund. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, shareholder administration fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses) to 0.004% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to an Expense Limitation Agreement, AXA Equitable has agreed to make payments or waive its management, administration and other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Trust Trustees consent to an earlier revision or termination of this arrangement) so that the net annual fund operating expenses (as a percentage of average daily net assets) of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests, and other extraordinary expenses) do not exceed 1.60% for Class A Shares, 2.15% for Class B and Class C Shares and 1.15% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the AXA Enterprise Fund’s expense ratio and such reimbursements do not exceed the AXA Enterprise Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
       A portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction the Net Operating Expenses for the AXA Enterprise Fund for the twelve months ended August 31, 2006 was 1.55% for Class A Shares, 2.10% for Class B and Class C Shares and 1.10% for Class Y Shares.

37

 

     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the “Combined Fund Pro forma Figure 1”); and (4) the same GST Fund if it acquires both the AXA Enterprise Equity Fund and the AXA Enterprise Multimanager Growth Fund (i.e., the “Combined Fund Pro forma Figure 2”) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Equity Fund
                                
 
Class A Shares
   $ 630     $ 989     $ 1,372     $ 2,443  
 
Class B Shares
                                
   
- assuming complete redemption at end of period
   $ 718     $ 1,107     $ 1,423     $ 2,502  
   
- assuming no redemption
   $ 218     $ 707     $ 1,223     $ 2,502  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 318     $ 707     $ 1,223     $ 2,639  
   
- assuming no redemption
   $ 218     $ 707     $ 1,223     $ 2,639  
 
Class Y Shares
   $ 117     $ 401     $ 706     $ 1,573  
Goldman Sachs Structured Large Cap Growth Fund
                                
 
Class A Shares
   $ 662     $ 898     $ 1,153     $ 1,881  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 694     $ 900     $ 1,232     $ 2,038  
   
- assuming no redemption
   $ 194     $ 600     $ 1,032     $ 2,038  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 294     $ 600     $ 1,032     $ 2,233  
   
- assuming no redemption
   $ 194     $ 600     $ 1,032     $ 2,233  
 
Institutional Shares
   $ 78     $ 243     $ 422     $ 942  
Combined Fund Pro Forma (AXA Enterprise Equity Fund + GST Fund)
                                
 
Class A Shares
   $ 661     $ 895     $ 1,148     $ 1,871  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 693     $ 897     $ 1,226     $ 2,027  
   
- assuming no redemption
   $ 193     $ 597     $ 1,026     $ 2,027  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 293     $ 597     $ 1,026     $ 2,222  
   
- assuming no redemption
   $ 193     $ 597     $ 1,026     $ 2,222  
 
Institutional Shares
   $ 77     $ 240     $ 417     $ 930  

38

 

                                     
    1 Year   3 Years   5 Years   10 Years
                 
Combined Fund Pro Forma (AXA Enterprise Equity Fund + AXA Enterprise Multimanager Growth Fund + GST Fund)
                                
 
Class A Shares
   $ 661     $ 895     $ 1,148     $ 1,871  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 693     $ 897     $ 1,226     $ 2,027  
   
- assuming no redemption
   $ 193     $ 597     $ 1,026     $ 2,027  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 293     $ 597     $ 1,026     $ 2,222  
   
- assuming no redemption
   $ 193     $ 597     $ 1,026     $ 2,222  
 
Institutional Shares
   $ 77     $ 240     $ 417     $ 930  
 
1 The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.
      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A Shares, the assumed CDSC for Class B Shares and the assumed CDSC for Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.

39

 

      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.
AXA Enterprise Equity Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 5/1/97)
                        
Return Before Taxes
     -9.99%       2.09%       3.01%  
Return After Taxes on Distributions1
     -9.99%       2.09%       2.69%  
Return After Taxes on Distributions and Sale of Fund Shares1
     -6.49%       1.79%       2.43%  
Russell 1000 Growth Index2
     9.07%       2.69%       4.90%  
 
Class B (inception 5/1/97)
                        
Return Before Taxes
     -10.72%       2.15%       3.07%  
Russell 1000 Growth Index
     9.07%       2.69%       4.90%  
 
Class C (inception 5/1/97)
                        
Return Before Taxes
     -6.95%       2.51%       3.00%  
Russell 1000 Growth Index
     9.07%       2.69%       4.90%  
 
Class Y (inception 10/14/98)
                        
Return Before Taxes
     -5.01%       3.55%       2.44%  
Russell 1000 Growth Index
     9.07%       2.69%       2.54%  
Goldman Sachs Structured Large Cap Growth Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 5/1/97)
                        
Return Before Taxes
     7.76%       3.58%       5.48%  
Return After Taxes on Distributions1
     1.85%       2.41%       3.80%  
Return After Taxes on Distributions and Sale of Fund Shares1
     1.22%       2.07%       3.42%  
Russell 1000 Growth Index2
     9.07%       2.69%       5.44%  
 
Class B (inception 5/1/97)
                        
Return Before Taxes
     6.97%       2.81%       4.01%  
Russell 1000 Growth Index
     9.07%       2.69%       4.87%  
 
Class C (inception 8/15/97)
                        
Return Before Taxes
     6.97%       2.81%       2.32%  
Russell 1000 Growth Index
     9.07%       2.69%       3.23%  
 
Institutional Class (inception 5/1/97)
                        
Return Before Taxes
     8.20%       4.00%       5.87%  
Russell 1000 Growth Index
     9.07%       2.69%       5.44%  

40

 

 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The Russell 1000 Growth Index® is an unmanaged index of common stocks that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix D.
         
        Goldman Sachs Structured
    AXA Enterprise Equity Fund   Large Cap Growth Fund
         
Sales Charges and Distribution/ Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.

41

 

         
        Goldman Sachs Structured
    AXA Enterprise Equity Fund   Large Cap Growth Fund
         
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies
   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies
   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.
 
Redemption Policies
   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees
   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.

42

 

Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of August 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on August 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share. For this Reorganization, because more than one AXA Enterprise Fund is being reorganized into the GST Fund, the Pro forma Combined Fund reflects both Funds being reorganized into the GST Fund and only the AXA Enterprise Equity Fund being reorganized into the GST Fund.
                             
                            Pro Forma
        AXA Enterprise   Goldman Sachs       Pro Forma       Combined Fund
    AXA Enterprise   Multimanager   Structured Large       Combined Fund       (Fund A +
    Equity Fund   Growth Fund   Cap Growth   Pro Forma   (Fund A +   Pro Forma   Fund B +
    (Fund A)   (Fund B)   Fund* (Fund C)   Adjustments   Fund C)   Adjustments   Fund C)
                             
Net Assets:
   $43,197
(Class A Shares)		   $807
(Class A Shares)		   $310,386
(Class A Shares)		   $0   $353,583
(Class A Shares)		   $3,072   $357,462
(Class A Shares)
    $33,720
(Class B Shares)		   $347
(Class B Shares)		   $41,947
(Class B Shares)		   $0   $75,667
(Class B Shares)		   $0   $76,014
(Class B Shares)
    $23,498
(Class C Shares)		   $239
(Class C Shares)		   $22,811
(Class C Shares)		   $0   $46,309
(Class C Shares)		   $0   $46,548
(Class C Shares)
    $7,545
(Class Y Shares)		   $5,930
(Class Y Shares)		   $488,448
(Institutional Shares)		   $0   $495,993
(Institutional Shares)		   $0   $501,923
(Institutional Shares)
        $3,072
(Class P Shares)		   $260
(Service Shares)		           $(3,072)   $260
(Service Shares)
Net Asset Value Per Share:
   $6.00
(Class A Shares)		   $9.46
(Class A Shares)		   $13.20
(Class A Shares)		   $(6.00)   $13.20
(Class A Shares)		   $(15.46)   $13.20
(Class A Shares)
    $5.72
(Class B Shares)		   $9.22
(Class B Shares)		   $12.33
(Class B Shares)		   $(5.72)   $12.33
(Class B Shares)		   $(14.94)   $12.33
(Class B Shares)
    $5.73
(Class C Shares)		   $9.21
(Class C Shares)		   $12.34
(Class C Shares)		   $(5.73)   $12.34
(Class C Shares)		   $(14.94)   $12.34
(Class C Shares)
    $6.21
(Class Y Shares)		   $9.55
(Class Y Shares)		   $13.58
(Institutional Shares)		   $(6.21)   $13.58
(Institutional Shares)		   $(15.76)   $13.58
(Institutional Shares)
        $9.49
(Class P Shares)		   $13.10
(Service Shares)		           $(9.49)   $13.10
(Service Shares)
Shares Outstanding:
   7,196
(Class A Shares)		   85
(Class A Shares)		   23,521
(Class A Shares)		   (3,922)   26,795
(Class A Shares)		   (3,713)   27,089
(Class A Shares)
    5,892
(Class B Shares)		   38
(Class B Shares)		   3,401
(Class B Shares)		   (3,158)   6,135
(Class B Shares)		   (3,168)   6,163
(Class B Shares)
    4,101
(Class C Shares)		   26
(Class C Shares)		   1,849
(Class C Shares)		   (2,196)   3,754
(Class C Shares)		   (2,203)   3,773
(Class C Shares)
    1,215
(Class Y Shares)		   621
(Class Y Shares)		   35,974
(Institutional Shares)		   (659)   36,530
(Institutional Shares)		   (843)   36,967
(Institutional Shares)
        324
(Class P Shares)		   20
(Service Shares)		           (324)   20
(Service Shares)
 
* The Goldman Sachs Structured Large Cap Growth Fund will be the accounting survivor for financial statement purposes.
*    *    *    *    *

43

 

Proposal 1(d): Approval of the Reorganization of the AXA Enterprise Equity Income Fund into the Goldman Sachs Growth and Income Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Equity Income Fund into the Goldman Sachs Growth and Income Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. The AXA Enterprise Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Equity Income Fund   Goldman Sachs Growth and Income Fund
     
Investment Objective   Investment Objective
Seeks above average and consistent total return through a combination of growth and income investing.   Seeks long-term growth of capital and growth of income.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities. The Fund intends to invest primarily in dividend-paying common stocks of U.S. large capitalization companies. Large capitalization companies include those companies with market capitalization in excess of $10 billion at the time of investment.   The Fund invests, under normal circumstances, at least 65% of its Total Assets in equity investments that the adviser considers to have favorable prospects for capital appreciation and/or dividend-paying ability. The Fund invests primarily in equity securities of large capitalization U.S. companies.
 
The sub-adviser focuses primarily on companies that offer the potential for capital appreciation combined with an above market level of dividend income. The sub-adviser generally uses the following guidelines in constructing the portfolio: (1) each individual stock holding will pay a dividend at least annually; (2) the overall portfolio yield will be greater than the dividend yield on the S&P 500 Index; and (3) at least 80% of the stocks (measured by net assets) will pay a dividend that exceeds the dividend yield on the S&P 500 Index.   The Fund invests primarily in securities that are believed to be undervalued.

44

 

     
AXA Enterprise Equity Income Fund   Goldman Sachs Growth and Income Fund
     
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-adviser believes provide opportunities for total return, such as preferred stocks, warrants and securities convertible into common stock.   The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.
 
The Fund may invest up to 20% (but generally does not invest more than 5%) of its assets in fixed-income securities.   The Fund may also invest up to 35% of its Total Assets in fixed-income securities (including up to 10% in non- investment grade fixed-income securities), such as government, corporate and bank debt obligations, that offer the potential to further the Fund’s investment objective.
 
The Fund may invest up to 20% of its assets in foreign securities, including securities of issuers in emerging markets.   The Fund may invest up to 25% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
 
The Fund also may invest in equity securities of small-and mid-capitalization companies.   The Fund may, to the extent consistent with its investment policies, invest in small- and mid- capitalization companies.
 
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   The Fund may, for temporary defensive purposes, invest 100% of its Total Assets in U.S. Government Securities; commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO; certificates of deposit; bankers’ acceptances; repurchase agreements and non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year.
 
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by an investment sub-adviser selected by AXA Equitable. The Fund’s sub-adviser is Boston Advisors, LLC.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Equity Income Fund and Goldman Sachs Structured Large Cap Growth Fund are, in general, similar. One difference that should be noted is that the AXA Enterprise Fund generally is required to invest a greater portion of its assets (at least 80% of its net assets, plus borrowings for investment purposes) in equity securities than the GST Fund (at least 65% of its assets). In addition, the GST Fund also may invest in fixed-income securities, including non-investment grade fixed-income securities, and foreign securities (including securities of issuers in emerging markets) to a greater extent than the AXA Enterprise Fund.

45

 

Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
                 
    AXA Enterprise Equity   Goldman Sachs
    Income Fund   Growth and Income Fund
         
Net Asset Value Risk
     X       X  
Interest Rate Risk
             X  
Credit/Default Risk
             X  
Stock Risk
     X       X  
Derivatives Risk
             X  
Management Risk
     X       X  
Market Risk
     X       X  
Liquidity Risk
             X  
Investment Style Risk
     X       X  
Mid-Capitalization Risk
     X          
Foreign Risk
     X       X  
Emerging Countries Risk
     X       X  
Small-Capitalization Risk
     X          
Issuer-Specific Risk
     X       X  
Sub-adviser Selection Risk
     X          
Large-Capitalization Risk
     X       X  
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Equity Income Fund and the Goldman Sachs Growth and Income Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization (assuming only the Reorganization of the AXA Enterprise Equity Income Fund into the GST Fund and then assuming the Reorganization of both the AXA Enterprise Equity Income Fund and the AXA Enterprise Growth and Income Fund). The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses

46

 

or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended August 31, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on September 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended August 31, 2006. For financial statement purposes, the Goldman Sachs Growth and Income Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists, (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure) and (4) the same GST Fund if both the AXA Enterprise Equity Income Fund and AXA Enterprise Growth and Income Fund are acquired by the single GST Fund.
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

47

 

                                                                                                                                 
                                        Combined Fund Pro Forma
            Combined Fund Pro Forma   (AXA Enterprise Equity
    AXA Enterprise   Goldman Sachs   (AXA Enterprise Equity Income   Income Fund + AXA Enterprise
    Equity Income Fund   Growth and Income Fund   Fund + GST Fund)   Growth and Income Fund + GST Fund)
                 
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       None       5.50% 1     None       None       None       5.50% 1     None       None       None       5.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                                                 
                                        Combined Fund Pro Forma
            Combined Fund Pro Forma   (AXA Enterprise Equity
    AXA Enterprise   Goldman Sachs   (AXA Enterprise Equity Income   Income Fund + AXA Enterprise
    Equity Income Fund   Growth and Income Fund   Fund + GST Fund)   Growth and Income Fund + GST Fund)
                 
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                                                
Management Fees
     0.73%       0.73%       0.73%       0.73%       0.70% 6     0.70% 6     0.70% 6     0.70% 6     0.69% 6     0.69% 6     0.69% 6     0.69% 6     0.69% 6     0.69% 6     0.69% 6     0.69% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     0.53%       0.53%       0.53%       0.53%       0.24% 7     0.24% 7     0.24% 7     0.09% 7     0.24% 7     0.24% 7     0.24% 7     0.09%       0.24% 7     0.24% 7     0.24% 7     0.09%  
     
Total Fund Operating Expenses*
     1.71% 8     2.26% 8     2.26% 8     1.26%       1.19%       1.94%       1.94%       0.79%       1.18%       1.93%       1.93%       0.78%       1.18%       1.93%       1.93%       0.78%  
 
* The “Management Fees,” “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                                                 
                                        Combined Fund Pro Forma
            Combined Fund Pro Forma   (AXA Enterprise Equity
    AXA Enterprise   Goldman Sachs   (AXA Enterprise Equity Income   Income Fund + AXA Enterprise
    Equity Income Fund   Growth and Income Fund   Fund + GST Fund)   Growth and Income Fund + GST Fund)
                 
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                                 
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
                                                                                                                                
Management Fees
     0.52%       0.52%       0.52%       0.52%       0.69% 6     0.69% 6     0.69% 6     0.69% 6     0.68% 6     0.68% 6     0.68% 6     0.68% 6     0.68% 6     0.68% 6     0.68% 6     0.68% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.53%       0.53%       0.53%       0.53%       0.24% 7     0.24% 7     0.24% 7     0.09% 7     0.24% 7     0.24% 7     0.24% 7     0.09% 7     0.24% 7     0.24% 7     0.24% 7     0.09% 7
     
Total Fund Operating Expenses (after current expense limitations)
     1.50% 8     2.05% 8     2.05% 8     1.05% 8     1.18%       1.93%       1.93%       0.78%       1.17%       1.92%       1.92%       0.77%       1.17%       1.92%       1.92%       0.77%  

48

 

 
1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of an AXA Enterprise Fund and GST Fund automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
5 If you redeem or exchange shares of the AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the AXA Enterprise Fund for the benefit of the remaining shareholders.
 
6 GSAM has entered into the following contractual fee reduction commitments for the GST Fund:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Growth and Income Fund
     0.70%     First $1 Billion
      0.63%     Next $1 Billion
      0.60%     Over $2 Billion
      Prior to this fee reduction commitment, the management fee for the GST Fund as an annual percentage rate of average daily net assets was 0.70%.
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares, plus all other ordinary expenses not detailed above. “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of the Institutional Shares for the Fund. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, shareholder administration fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses) to 0.054% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to an Expense Limitation Agreement, AXA Equitable has agreed to make payments or waive its management, administration and other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Trust Trustees consent to an earlier revision or termination of this arrangement) so that the net annual fund operating expenses (as a percentage of average daily net assets) of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests and other extraordinary expenses) do not exceed 1.50% for Class A Shares, 2.05% for Class B and Class C Shares and 1.05% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the AXA Enterprise Fund’s expense ratio and such reimbursements do not exceed the AXA Enterprise Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
       A portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction the Net Operating Expenses for the AXA Enterprise Fund for the twelve months ended August 31, 2006 was 1.49% for Class A Shares, 2.04% for Class B and Class C Shares and 1.04% for Class Y Shares.

49

 

     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the “Combined Fund Pro forma Figure 1”); and (4) the same GST Fund if it acquires both the AXA Enterprise Equity Income Fund and the AXA Enterprise Growth and Income Fund (i.e., the “Combined Fund Pro forma Figure 2”) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Equity Income Fund
                                
 
Class A Shares
   $ 620     $ 968     $ 1,339     $ 2,378  
 
Class B Shares
                                
   
- assuming complete redemption at end of period
   $ 708     $ 1,085     $ 1,389     $ 2,436  
   
- assuming no redemption
   $ 208     $ 685     $ 1,189     $ 2,436  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 308     $ 685     $ 1,189     $ 2,574  
   
- assuming no redemption
   $ 208     $ 685     $ 1,189     $ 2,574  
 
Class Y Shares
   $ 107     $ 378     $ 670     $ 1,501  
Goldman Sachs Growth and Income Fund
                                
 
Class A Shares
   $ 665     $ 907     $ 1,168     $ 1,914  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 697     $ 909     $ 1,247     $ 2,070  
   
- assuming no redemption
   $ 197     $ 609     $ 1,047     $ 2,070  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 297     $ 609     $ 1,047     $ 2,264  
   
- assuming no redemption
   $ 197     $ 609     $ 1,047     $ 2,264  
 
Institutional Shares
   $ 81     $ 252     $ 439     $ 978  
Combined Fund Pro Forma (AXA Enterprise Equity Income Fund + GST Fund)
                                
 
Class A Shares
   $ 664     $ 904     $ 1,163     $ 1,903  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 696     $ 906     $ 1,242     $ 2,059  
   
- assuming no redemption
   $ 196     $ 606     $ 1,042     $ 2,059  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 296     $ 606     $ 1,042     $ 2,254  
   
- assuming no redemption
   $ 196     $ 606     $ 1,042     $ 2,254  
 
Institutional Shares
   $ 80     $ 249     $ 433     $ 966  

50

 

                                     
    1 Year   3 Years   5 Years   10 Years
                 
Combined Fund Pro Forma (AXA Enterprise Growth & Income Fund + AXA Enterprise Equity Income + GST Fund)
                                
 
Class A Shares
   $ 664     $ 904     $ 1,163     $ 1,903  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 696     $ 906     $ 1,242     $ 2,059  
   
- assuming no redemption
   $ 196     $ 606     $ 1,042     $ 2,059  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 296     $ 606     $ 1,042     $ 2,254  
   
- assuming no redemption
   $ 196     $ 606     $ 1,042     $ 2,254  
 
Institutional Shares
   $ 80     $ 249     $ 433     $ 966  
 
1   The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.
      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A Shares, the assumed CDSC for Class B Shares and the assumed CDSC for Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.

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      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.
AXA Enterprise Equity Income Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 11/17/87)
                        
Return Before Taxes
     10.15%       8.16%       7.70%  
Return After Taxes on Distributions1
     8.27%       7.15%       6.19%  
Return After Taxes on Distributions and Sale of Fund Shares1
     8.46%       6.75%       6.03%  
Russell 1000 Value Index2
     22.25%       10.86%       11.00%  
 
Class B (inception 5/1/95)
                        
Return Before Taxes
     9.99%       8.33%       7.75%  
Russell 1000 Value Index
     22.25%       10.86%       11.00%  
 
Class C (inception 5/1/97)
                        
Return Before Taxes
     14.00%       8.63%       7.08%  
Russell 1000 Value Index
     22.25%       10.86%       10.67%  
 
Class Y (inception 1/22/98)
                        
Return Before Taxes
     16.14%       9.71%       6.81%  
Russell 1000 Value Index
     22.25%       10.86%       8.95%  
Goldman Sachs Growth and Income Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 2/5/93)
                        
Return Before Taxes
     22.26%       10.46%       5.91%  
Return After Taxes on Distributions1
     14.46%       8.76%       4.54%  
Return After Taxes on Distributions and Sale of Fund Shares1
     11.46%       7.89%       4.23%  
Russell 1000 Value Index2
     22.25%       10.86%       10.99%  
 
Class B (inception 5/1/96)
                        
Return Before Taxes
     21.39%       9.63%       5.13%  
Russell 1000 Value Index
     22.25%       10.86%       10.99%  
 
Class C (inception 8/15/97)
                        
Return Before Taxes
     21.35%       9.62%       2.79%  
Russell 1000 Value Index
     22.25%       10.86%       9.24%  
 
Institutional Class (inception 6/3/96)
                        
Return Before Taxes
     22.75%       10.89%       6.36%  
Russell 1000 Value Index
     22.25%       10.86%       10.99%  

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1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The Russell 1000 Value Index® is an unmanaged market capitalization weighted index of common stocks that measures the performance of the 1000 largest U.S. 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.
Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix D.
         
    AXA Enterprise Equity Income Fund   Goldman Sachs Growth and Income Fund
         
Sales Charges and Distribution/ Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.

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    AXA Enterprise Equity Income Fund   Goldman Sachs Growth and Income Fund
         
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.
 
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.

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Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of August 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on August 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share. For this Reorganization, because more than one AXA Enterprise Fund is being reorganized into the GST Fund, the Pro forma Combined Fund reflects both Funds being reorganized into the GST Fund and only the AXA Enterprise Equity Income Fund being reorganized into the GST Fund.
                             
                            Pro Forma
        AXA Enterprise   Goldman Sachs       Pro Forma       Combined Fund
    AXA Enterprise   Growth and   Growth and       Combined Fund       (Fund A +
    Equity Income   Income Fund   Income Fund*   Pro Forma   (Fund A +   Pro Forma   Fund B +
    Fund (Fund A)   (Fund B)   (Fund C)   Adjustments   Fund C)   Adjustments   Fund C)
                             
Net Assets:
   $113,845
(Class A Shares)		   $86,575
(Class A Shares)		   $1,061,063
(Class A Shares)		   $0   $1,174,908
(Class A Shares)		   $0   $1,261,483
(Class A Shares)
    $43,751
(Class B Shares)		   $59,295
(Class B Shares)		   $64,579
(Class B Shares)		   $0   $108,330
(Class B Shares)		   $0   $167,625
(Class B Shares)
    $15,334
(Class C Shares)		   $16,914
(Class C Shares)		   $18,834
(Class C Shares)		   $0   $34,168
(Class C Shares)		   $0   $51,082
(Class C Shares)
    $14,113
(Class Y Shares)		   $25,387
(Class Y Shares)		   $27,590
(Institutional Shares)		   $0   $41,703
(Institutional Shares)		   $0   $67,090
(Institutional Shares)
Net Asset Value Per Share:
   $27.50
(Class A Shares)		   $38.59
(Class A Shares)		   $28.45
(Class A Shares)		   $(27.50)   $28.45
(Class A Shares)		   $(66.09)   $28.45
(Class A Shares)
    $26.89
(Class B Shares)		   $37.10
(Class B Shares)		   $27.69
(Class B Shares)		   $(26.89)   $27.69
(Class B Shares)		   $(63.99)   $27.69
(Class B Shares)
    $27.10
(Class C Shares)		   $37.14
(Class C Shares)		   $27.60
(Class C Shares)		   $(27.10)   $27.60
(Class C Shares)		   $(64.24)   $27.60
(Class C Shares)
    $27.57
(Class Y Shares)		   $39.83
(Class Y Shares)		   $28.81
(Institutional Shares)		   $(27.57)   $28.81
(Institutional Shares)		   $(67.40)   $28.81
(Institutional Shares)
Shares Outstanding:
   4,140
(Class A Shares)		   2,243
(Class A Shares)		   37,292
(Class A Shares)		   (138)   41,294
(Class A Shares)		   661   44,336
(Class A Shares)
    1,627
(Class B Shares)		   1,598
(Class B Shares)		   2,332
(Class B Shares)		   (47)   3,912
(Class B Shares)		   496   6,053
(Class B Shares)
    566
(Class C Shares)		   455
(Class C Shares)		   683
(Class C Shares)		   (11)   1,238
(Class C Shares)		   147   1,851
(Class C Shares)
    512
(Class Y Shares)		   637
(Class Y Shares)		   958
(Institutional Shares)		   (22)   1,448
(Institutional Shares)		   222   2,329
(Institutional Shares)
 
* The Goldman Sachs Growth and Income Fund will be the accounting survivor for financial statement purposes.
*     *     *     *     *
Proposal 1(e): Approval of the Reorganization of the AXA Enterprise Growth and Income Fund into the Goldman Sachs Growth and Income Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Growth and Income Fund into the Goldman Sachs Growth and Income Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.

55

 

Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Growth and Income Fund   Goldman Sachs Growth and Income Fund
     
Investment Objective   Investment Objective
Seeks total return through capital appreciation with income as a secondary consideration.   Seeks long-term growth of capital and growth of income.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund intends to invest primarily in a broadly diversified group of equity securities of U.S. large capitalization companies that offer the opportunity for capital appreciation and, secondarily, income. Large capitalization companies include those companies with market capitalization in excess of $10 billion at the time of investment.   The Fund invests, under normal circumstances, at least 65% of its Total Assets in equity investments that the adviser considers to have favorable prospects for capital appreciation and/or dividend-paying ability. The Fund invests primarily in equity securities of large capitalization U.S. companies.
 
The sub-adviser utilizes an investment style that focuses on identifying discrepancies between a security’s fundamental value (i.e., the sub-adviser’s assessment of what the security is worth) and its market price.   The Fund invests primarily in securities that are believed to be undervalued.
 
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-adviser believes provide opportunities for total return, such as preferred stocks, warrants and securities convertible into common stock.   The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.
 
The Fund may invest up to 35% (but generally does not invest more than 5%) of its assets in fixed-income securities. In seeking income, the Fund generally invests in stocks of dividend-paying companies.   The Fund may also invest up to 35% of its Total Assets in fixed-income securities (including up to 10% in non- investment grade fixed-income securities), such as government, corporate and bank debt obligations, that offer the potential to further the Fund’s investment objective.
 
The Fund may invest, to a limited extent, in foreign securities, including securities of issuers in emerging markets.   The Fund may invest up to 25% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
 
The Fund also may invest in equity securities of small-and mid-capitalization companies.   The Fund may, to the extent consistent with its investment policies, invest in small- and mid- capitalization companies.

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AXA Enterprise Growth and Income Fund   Goldman Sachs Growth and Income Fund
     
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   The Fund may, for temporary defensive purposes, invest 100% of its Total Assets in U.S. Government Securities; commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO; certificates of deposit; bankers’ acceptances; repurchase agreements and non-convertible preferred stocks and non- convertible corporate bonds with a remaining maturity of less than one year.
 
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by an investment sub-adviser selected by AXA Equitable. The Fund’s sub-adviser is UBS Global Asset Management (Americas) Inc.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Growth and Income Fund and Goldman Sachs Growth and Income Fund are, in general, similar. One difference that should be noted is that the GST Fund generally may invest in fixed-income securities, including non-investment grade fixed-income securities, and foreign securities (including securities of issuers in emerging markets) to a greater extent than the AXA Enterprise Fund.

57

 

Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
                 
    AXA Enterprise   Goldman Sachs
    Growth and   Growth and
    Income Fund   Income Fund
         
Net Asset Value Risk
     X       X  
Interest Rate Risk
             X  
Credit/ Default Risk
             X  
Stock Risk
     X       X  
Derivatives Risk
             X  
Management Risk
     X       X  
Market Risk
     X       X  
Liquidity Risk
             X  
Investment Style Risk
     X       X  
Mid-Capitalization Risk
     X          
Foreign Risk
     X       X  
Emerging Countries Risk
     X       X  
Small-Capitalization Risk
     X          
Issuer-Specific Risk
     X       X  
Sub-adviser Selection Risk
     X          
Large-Capitalization Risk
     X       X  
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Growth and Income Fund and the Goldman Sachs Growth and Income Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization (assuming only the Reorganization of the AXA Enterprise Growth and Income Fund into the GST Fund and then assuming the Reorganization of both the AXA Enterprise Growth and Income Fund and the AXA Enterprise Equity Income Fund into the GST Fund). The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of

58

 

future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended August 31, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on September 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended August 31, 2006. For financial statement purposes, the Goldman Sachs Growth and Income Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists, (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure) and (4) the same GST Fund if both the AXA Enterprise Growth and Income Fund and the AXA Enterprise Equity Income Fund are acquired by the single GST Fund (i.e., “pro forma figure 2”).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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                                        Combined Fund Pro Forma
            Combined Fund Pro Forma   (AXA Enterprise Growth and Income
    AXA Enterprise   Goldman Sachs   (AXA Enterprise Growth and Income   Fund + AXA Enterprise Equity Income
    Growth and Income Fund   Growth and Income Fund   Fund + GST Fund)   Fund + GST Fund)
                 
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       None       5.50% 1     None       None       None       5.50% 1     None       None       None       5.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.0% 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                                                 
                                        Combined Fund Pro Forma
            Combined Fund Pro Forma   (AXA Enterprise Growth and Income
    AXA Enterprise   Goldman Sachs   (AXA Enterprise Growth and Income   Fund + AXA Enterprise Equity Income
    Growth and Income Fund   Growth and Income Fund   Fund + GST Fund)   Fund + GST Fund)
                 
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                                                
Management Fees
     0.73%       0.73%       0.73%       0.73%       0.70% 6     0.70% 6     0.70% 6     0.70% 6     0.69% 6     0.69% 6     0.69% 6     0.69% 6     0.69% 6     0.69% 6     0.69% 6     0.69% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     0.65%       0.65%       0.65%       0.65%       0.24% 7     0.24% 7     0.24% 7     0.09% 7     0.24% 7     0.24% 7     0.24% 7     0.09% 7     0.24% 7     0.24% 7     0.24% 7     0.09% 7
     
Total Fund Operating Expenses*
     1.83% 8     2.38% 8     2.38% 8     1.38%       1.19%       1.94%       1.94%       0.79%       1.18%       1.93%       1.93%       0.78%       1.18%       1.93%       1.93%       0.78%  
 
* The “Management Fees,” “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                                                 
                                        Combined Fund Pro Forma
            Combined Fund Pro Forma   (AXA Enterprise Growth and Income
    AXA Enterprise   Goldman Sachs   (AXA Enterprise Growth and Income   Fund + AXA Enterprise Equity Income
    Growth and Income Fund   Growth and Income Fund   Fund + GST Fund)   Fund + GST Fund)
                 
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                                                
Management Fees
     0.40%       0.40%       0.40%       0.40%       0.69% 6     0.69% 6     0.69% 6     0.69% 6     0.68% 6     0.68% 6     0.68% 6     0.68% 6     0.68% 6     0.68% 6     0.68% 6     0.68% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.65%       0.65%       0.65%       0.65%       0.24% 7     0.24% 7     0.24% 7     0.09% 7     0.24% 7     0.24% 7     0.24% 7     0.09% 7     0.24% 7     0.24% 7     0.24% 7     0.09% 7
     
Total Fund Operating Expenses (after current expense limitations)
     1.50% 8     2.05% 8     2.05% 8     1.05%6       1.18%       1.93%       1.93%       0.78%       1.17%       1.92%       1.92%       0.77%       1.17%       1.92%       1.92%       0.77%  

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1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of an AXA Enterprise Fund and GST Fund automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
5 If you redeem or exchange shares of the AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the AXA Enterprise Fund for the benefit of the remaining shareholders.
 
6 GSAM has entered into the following contractual fee reduction commitments for the GST Fund:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Growth and Income Fund
     0.70%     First $1 Billion
      0.63%     Next $1 Billion
      0.60%     Over $2 Billion
  Prior to this fee reduction commitment, the management fee for the GST Fund as an annual percentage rate of average daily net assets was 0.70%.
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares, plus all other ordinary expenses not detailed above. “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of the Institutional Shares for the Fund. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, shareholder administration fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses) to 0.054% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to an Expense Limitation Agreement, AXA Equitable has agreed to make payments or waive its management, administration and other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Trust Trustees consent to an earlier revision or termination of this arrangement) so that the net annual fund operating expenses (as a percentage of average daily net assets) of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests and other extraordinary expenses) do not exceed 1.50% for Class A Shares, 2.05% for Class B and Class C Shares and 1.05% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the AXA Enterprise Fund’s expense ratio and such reimbursements do not exceed the AXA Enterprise Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
  A portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction the Net Operating Expenses for the AXA Enterprise Fund for the twelve months ended August 31, 2006 was 1.49% for Class A Shares, 2.04% for Class B and Class C Shares and 1.04% for Class Y Shares.

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     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the “Combined Fund Pro forma Figure 1”); and (4) the same GST Fund if it acquires both the AXA Enterprise Growth and Income Fund and the AXA Enterprise Equity Income Fund (i.e., the “Combined Fund Pro Forma Figure 2”) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Growth and Income Fund
                                
 
Class A Shares
   $ 620     $ 991     $ 1,386     $ 2,489  
 
Class B Shares
                                
   
- assuming complete redemption at end of period
   $ 708     $ 1,109     $ 1,437     $ 2,546  
   
- assuming no redemption
   $ 208     $ 709     $ 1,237     $ 2,546  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 308     $ 709     $ 1,237     $ 2,683  
   
- assuming no redemption
   $ 208     $ 709     $ 1,237     $ 2,683  
 
Class Y Shares
   $ 107     $ 403     $ 722     $ 1,624  
Goldman Sachs Growth and Income Fund
                                
 
Class A Shares
   $ 665     $ 907     $ 1,168     $ 1,914  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 697     $ 909     $ 1,247     $ 2,076  
   
- assuming no redemption
   $ 197     $ 609     $ 1,047     $ 2,076  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 297     $ 609     $ 1,047     $ 2,264  
   
- assuming no redemption
   $ 197     $ 609     $ 1,047     $ 2,264  
 
Institutional Shares
   $ 81     $ 252     $ 439     $ 978  
Combined Fund Pro Forma (AXA Enterprise Growth and Income Fund + GST Fund)
                                
 
Class A Shares
   $ 664     $ 904     $ 1,163     $ 1,903  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 696     $ 906     $ 1,242     $ 2,059  
   
- assuming no redemption
   $ 196     $ 606     $ 1,042     $ 2,059  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 296     $ 606     $ 1,042     $ 2,254  
   
- assuming no redemption
   $ 196     $ 606     $ 1,042     $ 2,254  
 
Institutional Shares
   $ 80     $ 249     $ 433     $ 966  

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    1 Year   3 Years   5 Years   10 Years
                 
Combined Fund Pro Forma (AXA Enterprise Growth and Income Fund + AXA Enterprise Equity Income Fund + GST Fund)
                                
 
Class A Shares
   $ 664     $ 904     $ 1,163     $ 1,903  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 696     $ 906     $ 1,242     $ 2,059  
   
- assuming no redemption
   $ 196     $ 606     $ 1,042     $ 2,059  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 296     $ 606     $ 1,042     $ 2,254  
   
- assuming no redemption
   $ 196     $ 606     $ 1,042     $ 2,254  
 
Institutional Shares
   $ 80     $ 249     $ 433     $ 966  
 
1   The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.
      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A Shares, the assumed CDSC for Class B Shares and the assumed CDSC for Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.

63

 

      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.
AXA Enterprise Growth and Income Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 7/17/97)
                        
Return Before Taxes
     8.34%       4.30%       5.66%  
Return After Taxes on Distributions1
     8.29%       4.24%       5.49%  
Return After Taxes on Distributions and Sale of Fund Shares1
     5.42%       3.66%       4.84%  
Russell 1000 Index2
     15.46%       6.82%       6.61%  
 
Class B (inception 7/17/97)
                        
Return Before Taxes
     8.15%       4.41%       5.72%  
Russell 1000 Index
     15.46%       6.82%       6.61%  
 
Class C (inception 7/17/97)
                        
Return Before Taxes
     12.13%       4.74%       5.65%  
Russell 1000 Index
     15.46%       6.82%       6.61%  
 
Class Y (inception 5/9/91)
                        
Return Before Taxes
     14.29%       5.80%       8.63%  
Russell 1000 Index
     15.46%       6.82%       8.64%  

64

 

Goldman Sachs Growth and Income Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 2/5/93)
                        
Return Before Taxes
     22.26 %     10.46 %     5.91 %
Return After Taxes on Distributions1
     14.46 %     8.76 %     4.54 %
Return After Taxes on Distributions and Sale of Fund Shares1
     11.46 %     7.89 %     4.23 %
Russell 1000 Value Index3
     22.25 %     10.86 %     10.99 %
 
Class B (inception 5/1/96)
                        
Return Before Taxes
     21.39 %     9.63 %     5.13 %
Russell 1000 Value Index
     22.25 %     10.86 %     10.99 %
 
Class C (inception 8/15/97)
                        
Return Before Taxes
     21.35 %     9.62 %     2.79 %
Russell 1000 Value Index
     22.25 %     10.86 %     9.24 %
 
Institutional Class (inception 6/3/96)
                        
Return Before Taxes
     22.75 %     10.89 %     6.36 %
Russell 1000 Value Index
     22.25 %     10.86 %     10.99 %
 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The Russell 1000 Index® is an unmanaged index of common stocks that measures the performance of the 1000 largest companies in the Russell 3000 Index® and represents approximately 92% of the total market capitalization of the Russell 3000. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
3 The Russell 1000 Value Index® is an unmanaged market capitalization weighted index of common stocks that measures the performance of the 1000 largest U.S. 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.

65

 

Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix D.
         
        Goldman Sachs
    AXA Enterprise Growth and Income Fund   Growth and Income Fund
         
Sales Charges and Distribution/ Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.

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        Goldman Sachs
    AXA Enterprise Growth and Income Fund   Growth and Income Fund
         
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies
   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.
 
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.
Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of August 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on August 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share. For this Reorganization, because more than one AXA Enterprise Fund is being reorganized

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into the GST Fund, the Pro forma Combined Fund reflects both Funds being reorganized into the GST Fund and only the AXA Enterprise Growth and Income Fund being reorganized into the GST Fund.
                             
                            Pro Forma
        AXA Enterprise   Goldman Sachs       Pro Forma       Combined Fund
    AXA Enterprise   Growth and   Growth and       Combined Fund       (Fund A +
    Equity Income   Income Fund   Income Fund*   Pro Forma   (Fund B +   Pro Forma   Fund B +
    Fund (Fund A)   (Fund B)   (Fund C)   Adjustments   Fund C)   Adjustments   Fund C)
                             
Net Assets:   $113,845
(Class A Shares)		   $86,575
(Class A Shares)		   $1,061,063
(Class A Shares)		   $0   $1,147,638
(Class A Shares)		   $0   $1,261,483
(Class A Shares)
    $43,751
(Class B Shares)		   $59,295
(Class B Shares)		   $64,579
(Class B Shares)		   $0   $123,874
(Class B Shares)		   $0   $167,625
(Class B Shares)
    $15,334
(Class C Shares)		   $16,914
(Class C Shares)		   $18,834
(Class C Shares)		   $0   $35,748
(Class C Shares)		   $0   $51,082
(Class C Shares)
    $14,113
(Class Y Shares)		   $25,387
(Class Y Shares)		   $27,590
(Institutional Shares)		   $0   $52,977
(Institutional Shares)		   $0   $67,090
(Institutional Shares)
Net Asset Value Per Share:
   $27.50
(Class A Shares)		   $38.59
(Class A Shares)		   $28.45
(Class A Shares)		   $(38.59)   $28.45
(Class A Shares)		   $(66.09)   $28.45
(Class A Shares)
    $26.89
(Class B Shares)		   $37.10
(Class B Shares)		   $27.69
(Class B Shares)		   $(37.10)   $27.69
(Class B Shares)		   $(63.99)   $27.69
(Class B Shares)
    $27.10
(Class C Shares)		   $37.14
(Class C Shares)		   $27.60
(Class C Shares)		   $(37.14)   $27.60
(Class C Shares)		   $(64.24)   $27.60
(Class C Shares)
    $27.57
(Class Y Shares)		   $39.83
(Class Y Shares)		   $28.81
(Institutional Shares)		   $(39.83)   $28.81
(Institutional Shares)		   $(67.40)   $28.81
(Institutional Shares)
Shares Outstanding:
   4,140
(Class A Shares)		   2,243
(Class A Shares)		   37,292
(Class A Shares)		   800   40,335
(Class A Shares)		   661   44,336
(Class A Shares)
    1,627
(Class B Shares)		   1,598
(Class B Shares)		   2,332
(Class B Shares)		   543   4,473
(Class B Shares)		   496   6,053
(Class B Shares)
    566
(Class C Shares)		   455
(Class C Shares)		   683
(Class C Shares)		   157   1,295
(Class C Shares)		   147   1,851
(Class C Shares)
    512
(Class Y Shares)		   637
(Class Y Shares)		   958
(Institutional Shares)		   244   1,839
(Institutional Shares)		   222   2,329
(Institutional Shares)
 
* The Goldman Sachs Growth and Income Fund will be the accounting survivor for financial statement purposes.
*    *    *    *    *
Proposal 1(f): Approval of the Reorganization of the AXA Enterprise International Growth Fund into the Goldman Sachs Strategic International Equity Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise International Growth Fund into the Goldman Sachs Strategic International Equity Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. The GST Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the

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investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise   Goldman Sachs Strategic
International Growth Fund   International Equity Fund
     
Investment Objective   Investment Objective
Seeks capital appreciation.   Seeks long-term growth of capital. The Fund seeks this objective by investing in the stocks of leading companies within developed and emerging countries around the world, outside the U.S.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund intends to invest at least 80% of its net assets in the equity securities of foreign companies that the sub-adviser believes are positioned for capital appreciation. Foreign companies include those companies that are organized or headquartered outside of the U.S.   The Fund invests, under normal circumstances, substantially all, and at least 80% of its Net Assets in a diversified portfolio of equity investments in companies that are organized outside the United States or whose securities are principally traded outside the United States.
 
The Fund does not limit its investments to issuers within a specific market capitalization.   The Fund intends to invest in companies with public stock market capitalizations that are larger than $500 million at the time of investment.
 
The Fund generally diversifies its investments among different foreign markets and may invest in securities issued by companies in countries with either developed or developing economies. The Fund also may invest in U.S. securities.   The Fund may allocate its assets among countries as determined by the adviser from time to time provided that the Fund’s assets are invested in at least three foreign countries. The Fund expects to invest a substantial portion of its assets in the securities of issuers located in the developed countries of Western Europe and in Japan. From time to time, the Fund’s investments in a particular developed country may exceed 25% of its investment portfolio. The Fund may invest in the securities of issuers located in Australia, Canada, New Zealand and in emerging countries. Currently, emerging countries include, among others, most Latin and South American, African, Asian and Eastern European nations.
 
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-adviser believes provide opportunities for capital appreciation, such as preferred stocks, warrants and securities convertible into common stock.   The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.
 
The Fund may also invest up to 20% (but generally does not invest more than 5%) of its assets in fixed-income securities.   The Fund may also invest up to 20% of its Net Assets in fixed-income securities, such as government, corporate and bank debt obligations.

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AXA Enterprise   Goldman Sachs Strategic
International Growth Fund   International Equity Fund
     
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   For temporary defensive purposes, the Fund may invest up to 35% of its Total Assets in U.S. Government Securities; commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO; certificates of deposit; Bankers’ acceptances; repurchase agreements; and non-convertible preferred stocks and non- convertible corporate bonds with a remaining maturity of less than one year.
 
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by an investment sub-adviser selected by AXA Equitable. The Fund’s sub-adviser is Wentworth, Hauser and Violich, Inc.   Goldman Sachs Asset Management International (“GSAMI”) manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise International Growth Fund and Goldman Sachs Strategic International Equity Fund are, in general, similar. One difference that should be noted is that GST Fund intends to invest in companies with a market capitalization of more than $500 million, while the AXA Enterprise Fund does not target issuers with a specific market capitalization. In addition, the AXA Enterprise Fund may invest in securities of U.S. companies, while the GST Fund generally does not. In addition, the GST Fund generally invests in fixed-income securities to a greater extent than the AXA Enterprise Fund.

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Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
                 
    AXA Enterprise International   Goldman Sachs Strategic
    Growth Fund   International Equity Fund
         
Net Asset Value Risk
     X       X  
Interest Rate Risk
             X  
Credit/ Default Risk
             X  
Stock Risk
     X       X  
Derivatives Risk
             X  
Management Risk
     X       X  
Market Risk
     X       X  
Liquidity Risk
             X  
Investment Style Risk
     X       X  
Mid-Capitalization Risk
     X       X  
Foreign Risk
     X       X  
Emerging Countries Risk
     X       X  
Geographic Risk
     X       X  
Small-Capitalization Risk
     X       X  
Issuer-Specific Risk
     X       X  
Sub-adviser Selection Risk
     X          
Large-Capitalization Risk
     X       X  
Currency Risk
     X       X  
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise International Growth Fund and the Goldman Sachs Strategic International Equity Fund and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual

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representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s annual operating expenses are based on actual expenses for the twelve months ended August 31, 2006. The Goldman Sachs Strategic International Equity Fund’s annual operating expenses are based on estimated expenses for the current fiscal year. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on September 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended August 31, 2006. For financial statement purposes, the AXA Enterprise International Growth Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund based on estimated expenses for the current fiscal year and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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    AXA Enterprise   Goldman Sachs Strategic    
    International Growth Fund   International Equity Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       None       5.50% 1     None       None       None       5.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees5
     2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                 
    AXA Enterprise   Goldman Sachs Strategic    
    International Growth Fund   International Equity Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.83%       0.83%       0.83%       0.83%       0.85% 6     0.85% 6     0.85% 6     0.85% 6     0.85% 6     0.85% 6     0.85% 6     0.85% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     0.71%       0.71%       0.71%       0.71%       0.55% 7     0.55% 7     0.55% 7     0.40% 7     0.55% 7     0.55% 7     0.55% 7     0.40% 7
     
Total Fund Operating Expenses*
     1.99% 8     2.54% 8     2.54% 8     1.54% 8     1.65%       2.40%       2.40%       1.25%       1.65%       2.40%       2.40%       1.25%  
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, the GST Fund and the Combined Fund are as set forth below.
                                                                                                 
    AXA Enterprise   Goldman Sachs Strategic    
    International Growth Fund   International Equity Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.69%       0.69%       0.69%       0.69%       0.85% 6     0.85% 6     0.85% 6     0.85% 6     0.85% 6     0.85% 6     0.85% 6     0.85% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.71%       0.71%       0.71%       0.71%       0.35% 7     0.35% 7     0.35% 7     0.20% 7     0.35% 7     0.35% 7     0.35% 7     0.20% 7
     
Total Fund Operating Expenses (after current expense limitations)
     1.85% 8     2.40% 8     2.40% 8     1.40% 8     1.45%       2.20%       2.20%       1.05%       1.45%       2.20%       2.20%       1.05%  

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1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of an AXA Enterprise Fund and GST Fund automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
5 If you redeem or exchange shares of the AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the AXA Enterprise Fund for the benefit of the remaining shareholders. A 2% redemption fee will be imposed on the redemption of shares (including by exchange) of the GST Fund Goldman held for 30 calendar days or less.
 
6 GSAM is entitled to management fees from the GST Fund at an annual rate equal to the following percentages of the average daily net assets of the GST Fund:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Strategic International Equity Fund
     0.85%     First $1 Billion
      0.77%     Next $1 Billion
      0.73%     Over $2 Billion
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares, plus all other ordinary expenses not detailed above. “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of the Institutional Shares for the Fund. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, shareholder administration fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses) to 0.16% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to an Expense Limitation Agreement, AXA Equitable has agreed to make payments or waive its management, administration and other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Trust Trustees consent to an earlier revision or termination of this arrangement) so that the net annual fund operating expenses (as a percentage of average daily net assets) of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests and other extraordinary expenses) do not exceed 1.85% for Class A Shares, 2.40% for Class B and Class C Shares and 1.40% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the AXA Enterprise Fund’s expense ratio and such reimbursements do not exceed the AXA Enterprise Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
  A portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction the Net Operating Expenses for the AXA Enterprise Fund for the twelve months ended August 31, 2006 was 1.72% for Class A Shares, 2.27% for Class B and Class C Shares and 1.27% for Class Y Shares.

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     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund based on estimated expenses for the current fiscal year; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise International Growth Fund
                                
 
Class A Shares
   $ 654     $ 1,056     $ 1,483     $ 2,668  
 
Class B Shares
                                
   
- assuming complete redemption at end of period
   $ 743     $ 1,176     $ 1,536     $ 2,727  
   
- assuming no redemption
   $ 243     $ 776     $ 1,336     $ 2,727  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 343     $ 776     $ 1,336     $ 2,861  
   
- assuming no redemption
   $ 243     $ 776     $ 1,336     $ 2,861  
 
Class Y Shares
   $ 142     $ 472     $ 825     $ 1,820  
Goldman Sachs Strategic International Equity Fund
                                
 
Class A Shares
   $ 709     $ 1,042     $ 1,398     $ 2,397  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 743     $ 1,048     $ 1,480     $ 2,550  
   
- assuming no redemption
   $ 243     $ 748     $ 1,280     $ 2,550  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 343     $ 748     $ 1,280     $ 2,736  
   
- assuming no redemption
   $ 243     $ 748     $ 1,280     $ 2,736  
 
Institutional Shares
   $ 127     $ 397     $ 686     $ 1,511  
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 709     $ 1,042     $ 1,398     $ 2,397  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 743     $ 1,048     $ 1,480     $ 2,550  
   
- assuming no redemption
   $ 243     $ 748     $ 1,280     $ 2,550  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 343     $ 748     $ 1,280     $ 2,736  
   
- assuming no redemption
   $ 243     $ 748     $ 1,280     $ 2,736  
 
Institutional Shares
   $ 127     $ 397     $ 686     $ 1,511  
 
1 The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.

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      The hypothetical example assumes that a CDSC will not apply to redemptions of AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The Goldman Sachs Strategic International Equity Fund is a newly organized GST Fund that has been created in connection with the Reorganization and will not commence operations until the date of the Reorganization. Therefore, the GST Fund currently has no performance information of its own to compare to that of the AXA Enterprise International Growth Fund. Information regarding the performance of the AXA Enterprise International Growth Fund is included in that Fund’s current Prospectus, dated March 1, 2006, as supplemented, which is incorporated herein by reference. A Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.
Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix D.
         
    AXA Enterprise   Goldman Sachs Strategic
    International Growth Fund   International Equity Fund
         
Sales Charges and Distribution/Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.

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    AXA Enterprise   Goldman Sachs Strategic
    International Growth Fund   International Equity Fund
         
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.

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    AXA Enterprise   Goldman Sachs Strategic
    International Growth Fund   International Equity Fund
         
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) held for 30 calendar days or less.
Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of August 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on August 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share. The Goldman Sachs Strategic International Equity Fund is a newly organized GST Fund that has been created in connection with the Reorganization and will not commence operations until the date of the Reorganization.
                 
    AXA Enterprise   Goldman Sachs        
    International   Strategic International   Pro Forma   Pro Forma
    Growth Fund*   Equity Fund   Adjustments   Combined Fund
                 
Net Assets:
   $80,660   $0       $80,660
    (Class A Shares)   (Class A Shares)   $0   (Class A Shares)
    $27,432   $0       $27,432
    (Class B Shares)   (Class B Shares)   $0   (Class B Shares)
    $32,566   $0       $32,566
    (Class C Shares)   (Class C Share)   $0   (Class C Shares)
    $29,855   $0       $29,855
    (Class Y Shares)   (Institutional Shares)   $0   (Institutional Shares)

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    AXA Enterprise   Goldman Sachs        
    International   Strategic International   Pro Forma   Pro Forma
    Growth Fund*   Equity Fund   Adjustments   Combined Fund
                 
Net Asset Value Per Share:
   $18.19   $0       $18.19
    (Class A Shares)   (Class A Shares)   $0   (Class A Shares)
    $17.19   $0       $17.19
    (Class B Shares)   (Class B Shares)   $0   (Class B Shares)
    $17.30   $0       $17.30
    (Class C Shares)   (Class C Shares)   $0   (Class C Shares)
    $18.57   $0       $18.57
    (Class Y Shares)   (Institutional Shares)   $0   (Institutional Shares)
 
Shares Outstanding:
   4,435   0       4,435
    (Class A Shares)   (Class A Shares)   0   (Class A Shares)
    1,596   0       1,596
    (Class B Shares)   (Class B Shares)   0   (Class B Shares)
    1,882   0       1,882
    (Class C Shares)   (Class C Shares)   0   (Class C Shares)
    1,608   0       1,608
    (Class Y Shares)   (Institutional Shares)   0   (Institutional Shares)
 
* The AXA Enterprise International Growth Fund will be the accounting survivor for financial statement purposes.
*    *    *    *    *
Proposal 1(g): Approval of the Reorganization of the AXA Enterprise Large Cap Growth Fund into the Goldman Sachs Capital Growth Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Large Cap Growth Fund into the Goldman Sachs Capital Growth Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. The AXA Enterprise Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.

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AXA Enterprise Large Cap Growth Fund   Goldman Sachs Capital Growth Fund
     
Investment Objective   Investment Objective
Seeks capital appreciation.
   Seeks long-term growth of capital.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund will invest at least 80% of its net assets, plus borrowings for investment purposes, in securities of large capitalization companies. For purposes of this Fund, large capitalization companies include those companies with market capitalizations of $4 billion or more.   The Fund invests, under normal circumstances, at least 90% of its Total Assets in equity investments. The Fund’s investment focus is on large-cap U.S. equity investments.
 
The Fund normally will have between 20-35 core holdings of large capitalization companies with growth characteristics, which the sub-adviser believes will provide superior rates of return over time, as compared to the Russell 1000 Growth Index.   The Fund seeks to achieve its objective by investing in a diversified portfolio of equity investments that are considered by the adviser to have long-term capital appreciation potential.
 
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-adviser believes provide opportunities for capital appreciation, such as preferred stocks, warrants and securities convertible into common stock.   The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.
 
The Fund may invest, to a limited extent, in foreign securities, including securities of companies in emerging markets.   The Fund may invest up to 25% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
 
The Fund also may invest in equity securities of small-and mid-capitalization companies.   The Fund may, to the extent consistent with its investment policies, invest in small- and mid- capitalization companies.
 
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   The Fund may, for temporary defensive purposes, invest 100% of its Total Assets in U.S. Government Securities; commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO; certificates of deposit; bankers’ acceptances; repurchase agreements; and non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year.
 
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by an investment sub-adviser selected by AXA Equitable. The Fund’s sub-adviser is Ark Asset Management Co., Inc.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.

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Comment: The investment objectives, policies and restrictions of the AXA Enterprise Large Cap Growth Fund and Goldman Sachs Capital Growth Fund are, in general, similar. One difference that should be noted is that the GST Fund generally has greater flexibility to invest in securities of companies that do not have large capitalizations, although it focuses its investments on large-cap companies. In addition, the GST Fund generally is more diversified than the AXA Enterprise Fund, which has a policy to hold approximately 20-35 core positions, and has less flexibility to invest in foreign securities than the AXA Enterprise Fund.
Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
                 
    AXA Enterprise    
    Large Cap   Goldman Sachs
    Growth Fund   Capital Growth Fund
         
Net Asset Value Risk
     X       X  
Interest Rate Risk
             X  
Credit/ Default Risk
             X  
Stock Risk
     X       X  
Derivatives Risk
             X  
Management Risk
     X       X  
Market Risk
     X       X  
Liquidity Risk
             X  
Investment Style Risk
     X       X  
Mid-Capitalization Risk
     X          
Foreign Risk
     X       X  
Emerging Countries Risk
     X       X  
Initial Public Offering Risk
     X       X  
Small-Capitalization Risk
     X          
Issuer-Specific Risk
     X       X  
Sub-adviser Selection Risk
     X          
Large-Capitalization Risk
     X       X  
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Large Cap Growth Fund and the Goldman Sachs Capital Growth Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization (assuming only the Reorganization of the AXA Enterprise Large Cap Growth Fund into the GST Fund and assuming the Reorganization of both the AXA Enterprise Large Cap Growth Fund and the AXA

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Enterprise Growth Fund into the GST Fund). The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended August 31, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on September 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended August 31, 2006. For financial statement purposes, the Goldman Sachs Capital Growth Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists, (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure) and (4) the same GST fund if both the AXA Enterprise Large Cap Growth Fund and the AXA Enterprise Growth Fund are acquired by the single GST Fund (i.e., “pro forma figure 2”).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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                                        Combined Fund Pro Forma
                        Combined Fund Pro Forma   (AXA Enterprise Large Cap Growth
    AXA Enterprise       (AXA Enterprise Large Cap Growth   Fund + AXA Enterprise Growth
    Large Cap Growth Fund   Goldman Sachs Capital Growth Fund   Fund + GST Fund)   Fund + GST Fund)
                 
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       None       5.50% 1     None       None       None       5.50% 1     None       None       None       5.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                                                 
                                        Combined Fund Pro Forma
                        Combined Fund Pro Forma   (AXA Enterprise Large Cap Growth
    AXA Enterprise       (AXA Enterprise Large Cap Growth   Fund + AXA Enterprise Growth
    Large Cap Growth Fund   Goldman Sachs Capital Growth Fund   Fund + GST Fund)   Fund + GST Fund)
                 
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                                                
Management Fees
     0.73%       0.73%       0.73%       0.73%       0.95% 6     0.95% 6     0.95% 6     0.95% 6     0.95% 6     0.95% 6     0.95% 6     0.95% 6     0.90% 6     0.90% 6     0.90% 6     0.90% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     0.68%       0.68%       0.68%       0.69%       0.24% 7     0.24% 7     0.24% 7     0.09% 7     0.23% 7     0.23% 7     0.23% 7     0.08%       0.22% 7     0.22% 7     0.22% 7     0.07%  
     
Total Fund Operating Expenses*
     1.86% 8     2.41% 8     2.41% 8     1.42%       1.44%       2.19%       2.19%       1.04%       1.43%       2.18%       2.18%       1.03%       1.37%       2.12%       2.12%       0.97%  
 
* The “Management Fees,” “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                                                 
                                        Combined Fund Pro Forma
                        Combined Fund Pro Forma   (AXA Enterprise Large Cap Growth
    AXA Enterprise       (AXA Enterprise Large Cap Growth   Fund + AXA Enterprise Growth
    Large Cap Growth Fund   Goldman Sachs Capital Growth Fund   Fund + GST Fund)   Fund + GST Fund)
                 
    Class    Class    Class    Class    Class    Class    Class        Class    Class    Class        Class    Class    Class     
    A   B   C   Y   A   B   C   Institutional   A   B   C   Institutional   A   B   C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                                             0.90% 6
Management Fees
     0.65%       0.65%       0.65%       0.65%       0.95% 6     0.95% 6     0.95% 6     0.95% 6     0.95% 6     0.95% 6     0.95% 6     0.95% 6     0.90% 6     0.90% 6     0.90% 6        
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None 0.04% 7
Other Expenses
     0.50%       0.50%       0.50%       0.50%       0.19% 7     0.19% 7     0.19% 7     0.04% 7     0.19% 7     0.19% 7     0.19% 7     0.04% 7     0.19% 7     0.19% 7     0.19% 7        
     
Total Fund Operating Expenses (after current expense limitations)
     1.60% 8     2.15% 8     2.15% 8     1.15% 6     1.39%       2.14%       2.14%       0.99%       1.39%       2.14%       2.14%       0.99%       1.34%       2.09%       2.09%       0.94%  

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1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of an AXA Enterprise Fund and GST Fund automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
5 If you redeem or exchange shares of the AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the AXA Enterprise Fund for the benefit of the remaining shareholders.
 
6 GSAM has entered into the following contractual fee reduction commitments for the GST Fund:
             
    Management Fee   Average Daily Net
GST Fund   Annual Rate   Assets
         
Capital Growth Fund
     1.00%     First $1 Billion
      0.90%     Next $1 Billion
      0.80%     Over $2 Billion
  Prior to this fee reduction commitment, the management fee for the GST Fund as an annual percentage rate of average daily net assets was 1.00%.
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares, plus all other ordinary expenses not detailed above. “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of the Institutional Shares for the Fund. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, shareholder administration fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses) to 0.004% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to an Expense Limitation Agreement, AXA Equitable has agreed to make payments or waive its management, administration and other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Trust Trustees consent to an earlier revision or termination of this arrangement) so that the net annual fund operating expenses (as a percentage of average daily net assets) of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests and other extraordinary expenses) do not exceed 1.60% for Class A Shares, 2.15% for Class B and Class C Shares and 1.15% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the AXA Enterprise Fund’s expense ratio and such reimbursements do not exceed the AXA Enterprise Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
  A portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction the Net Operating Expenses for the AXA Enterprise Fund for the twelve months ended August 31, 2006 was 1.52% for Class A Shares, 2.07% for Class B and Class C Shares and 1.07% for Class Y Shares.

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     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the “Combined Fund Pro forma Figure 1”); and (4) the same GST Fund if it acquires both the AXA Enterprise Large Cap Growth Fund and the AXA Enterprise Growth Fund (i.e., the “Combined Fund Pro Forma Figure 2”) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Large Cap Growth Fund
                                
 
Class A Shares
   $ 630     $ 1,007     $ 1,408     $ 2,526  
 
Class B Shares
                                
   
- assuming complete redemption at end of period
   $ 718     $ 1,125     $ 1,459     $ 2,584  
   
- assuming no redemption
   $ 218     $ 725     $ 1,259     $ 2,584  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 318     $ 725     $ 1,259     $ 2,720  
   
- assuming no redemption
   $ 218     $ 725     $ 1,259     $ 2,720  
 
Class Y Shares
   $ 117     $ 422     $ 749     $ 1,674  
Goldman Sachs Capital Growth Fund
                                
 
Class A Shares
   $ 689     $ 980     $ 1,294     $ 2,179  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 722     $ 985     $ 1,375     $ 2,334  
   
- assuming no redemption
   $ 222     $ 685     $ 1,175     $ 2,334  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 322     $ 685     $ 1,175     $ 2,524  
   
- assuming no redemption
   $ 222     $ 685     $ 1,175     $ 2,524  
 
Institutional Shares
   $ 106     $ 331     $ 574     $ 1,271  
Combined Fund Pro Forma (AXA Enterprise Large Cap Growth Fund + GST Fund)
                                
 
Class A Shares
   $ 689     $ 980     $ 1,294     $ 2,179  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 722     $ 985     $ 1,375     $ 2,334  
   
- assuming no redemption
   $ 222     $ 685     $ 1,175     $ 2,334  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 322     $ 685     $ 1,175     $ 2,524  
   
- assuming no redemption
   $ 222     $ 685     $ 1,175     $ 2,524  
 
Institutional Shares
   $ 106     $ 331     $ 574     $ 1,771  

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    1 Year   3 Years   5 Years   10 Years
                 
Combined Fund Pro Forma (AXA Enterprise Growth Fund + AXA Enterprise Large Cap Growth Fund + GST Fund)
                                
 
Class A Shares
   $ 682     $ 960     $ 1,259     $ 2,106  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 715     $ 964     $ 1,339     $ 2,261  
   
- assuming no redemption
   $ 215     $ 664     $ 1,139     $ 2,261  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 315     $ 664     $ 1,139     $ 2,452  
   
- assuming no redemption
   $ 215     $ 664     $ 1,139     $ 2,452  
 
Institutional Shares
   $ 99     $ 309     $ 536     $ 1,190  
 
1 The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.
      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A Shares, the assumed CDSC for Class B Shares and the assumed CDSC for Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.

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      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.
AXA Enterprise Large Cap Growth Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 7/1/99)
                        
Return Before Taxes
     -0.45%       -0.87%       5.89%  
Return After Taxes on Distributions1
     -0.48%       -0.95%       5.74%  
Return After Taxes on Distributions and Sale of Fund Shares1
     -0.29%       -0.75%       5.08%  
Russell 1000 Growth Index2
     9.07%       2.69%       -2.24%  
 
Class B (inception 7/1/99)
                        
Return Before Taxes
     -0.97%       -0.82%       6.01%  
Russell 1000 Growth Index
     9.07%       2.69%       -2.24%  
 
Class C (inception 7/1/99)
                        
Return Before Taxes
     2.94%       -0.45%       5.98%  
Russell 1000 Growth Index
     9.07%       2.69%       -2.24%  
 
Class Y (inception 7/1/99)
                        
Return Before Taxes
     4.95%       0.52%       7.02%  
Russell 1000 Growth Index
     9.07%       2.69%       -2.24%  
Goldman Sachs Capital Growth Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 4/20/90)
                        
Return Before Taxes
     8.17%       2.24%       7.25%  
Return After Taxes on Distributions1
     2.21%       1.09%       5.73%  
Return After Taxes on Distributions and Sale of Fund Shares1
     1.43%       0.93%       5.41%  
Russell 1000 Growth Index2
     9.07%       2.69%       5.44%  
 
Class B (inception 5/1/96)
                        
Return Before Taxes
     7.35%       1.48%       6.44%  
Russell 1000 Growth Index
     9.07%       2.69%       5.44%  
 
Class C (inception 8/15/97)
                        
Return Before Taxes
     7.36%       1.47%       4.30%  
Russell 1000 Growth Index
     9.07%       2.69%       3.23%  
 
Institutional Class (inception 8/15/97)
                        
Return Before Taxes
     8.62%       2.66%       5.48%  
Russell 1000 Growth Index
     9.07%       2.69%       3.23%  

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1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The Russell 1000 Growth Index® is an unmanaged index of common stocks that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix D.
         
    AXA Enterprise Large Cap Growth Fund   Goldman Sachs Capital Growth Fund
         
Sales Charges and Distribution/ Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.

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    AXA Enterprise Large Cap Growth Fund   Goldman Sachs Capital Growth Fund
         
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.
 
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.

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Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of August 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on August 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share. For this Reorganization, because more than one AXA Enterprise Fund is being reorganized into the GST Fund, the Pro forma Combined Fund reflects both Funds being reorganized into the GST Fund and only the AXA Enterprise Large Cap Growth Fund being reorganized into the GST Fund.
                               
                            Pro Forma
    AXA Enterprise               Pro Forma       Combined Fund
    Large Cap   AXA Enterprise   Goldman Sachs       Combined Fund       (Fund A +
    Growth Fund   Growth Fund   Capital Growth   Pro Forma   (Fund A +   Pro Forma   Fund B +
    (Fund A)   (Fund B)   Fund* (Fund C)   Adjustments   Fund C)   Adjustments   Fund C)
                             
Net Assets:
   $29,990   $709,068   $1,289,843   $0   $1,319,833   $0   $2,028,901
    (Class A Shares)   (Class A Shares)   (Class A Shares)       (Class A Shares)       (Class A Shares)
    $36,171   $220,298   $96,106   $0   $132,277   $0   $352,575
    (Class B Shares)   (Class B Shares)   (Class B Shares)       (Class B Shares)       (Class B Shares)
    $12,019   $132,176   $68,528   $0   $80,547   $0   $212,723
    (Class C Shares)   (Class C Shares)   (Class C Shares)       (Class C Shares)       (Class C Shares)
    $1,530   $45,374   $272,295   $0   $273,825   $0   $319,199
    (Class Y Shares)   (Class Y Shares)   (Institutional Shares)       (Institutional Shares)       (Institutional Shares)
Net Asset Value
   $10.67   $17.21   $20.62   $(10.67)   $20.62   $(27.88)   $20.62
 
Per Share:
   (Class A Shares)   (Class A Shares)   (Class A Shares)       (Class A Shares)       (Class A Shares)
    $10.46   $16.07   $19.03   $(10.46)   $19.03   $(26.53)   $19.03
    (Class B Shares)   (Class B Shares)   (Class B Shares)       (Class B Shares)       (Class B Shares)
    $10.45   $16.29   $18.99   $(10.45)   $18.99   $(26.74)   $18.99
    (Class C Shares)   (Class C Shares)   (Class C Shares)       (Class C Shares)       (Class C Shares)
    $10.79   $18.16   $21.24   $(10.79)   $21.24   $(28.95)   $21.24
    (Class Y Shares)   (Class Y Shares)   (Institutional Shares)       (Institutional Shares)       (Institutional Shares)
Shares
   2,811   41,200   62,543   (1,356)   63,998   $(8,174)   98,380
 
Outstanding:
   (Class A Shares)   (Class A Shares)   (Class A Shares)       (Class A Shares)       (Class A Shares)
    3,459   13,712   5,051   (1,557)   6,953   $(3,690)   18,532
    (Class B Shares)   (Class B Shares)   (Class B Shares)       (Class B Shares)       (Class B Shares)
    1,150   8,113   3,608   (517)   4,241   $(1,671)   11,200
    (Class C Shares)   (Class C Shares)   (Class C Shares)       (Class C Shares)       (Class C Shares)
    142   2,499   12,821   (70)   12,893   $(433)   15,029
    (Class Y Shares)   (Class Y Shares)   (Institutional Shares)       (Institutional Shares)       (Institutional Shares
 
* The Goldman Sachs Capital Growth Fund will be the accounting survivor for financial statement purposes.
* * * * *
Proposal 1(h): Approval of the Reorganization of the AXA Enterprise Small Company Growth Fund into the Goldman Sachs Structured Small Cap Growth Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Small Company Growth Fund into the Goldman Sachs Structured Small Cap Growth Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.

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Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. Each Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Small Company Growth Fund   Goldman Sachs Structured Small Cap Growth Fund
     
Investment Objective   Investment Objective
Seeks capital appreciation.   Seeks long-term growth of capital.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund invests at least 80% of its net assets, plus borrowings for investment purposes, in stocks of small capitalization companies. Small capitalization companies are companies with market capitalization of $2.0 billion or less at the time of investment.   The Fund invests, under normal circumstances, at least 80% of its Net Assets in a broadly diversified portfolio of equity investments in small-cap U.S. issuers, including foreign issuers that are traded in the United States. However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments. Most of these issuers will have public stock market capitalizations (based upon shares available for trading on an unrestricted basis) similar to that of the range of the market capitalizations of companies constituting the Russell 2000® Growth Index at the time of investment. The Fund is not required to limit its investments to securities in the Russell 2000® Growth Index. If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell 2000® Growth Index is currently (as of November 30, 2006) between $90 million and $3.0 billion.

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AXA Enterprise Small Company Growth Fund   Goldman Sachs Structured Small Cap Growth Fund
     
The sub-adviser utilizes an aggressive, growth-oriented investment style that emphasizes companies that are either in or entering into the growth phase of their business cycle.   The adviser emphasizes a company’s growth prospects in analyzing equity investments to be purchased by the Fund. The Fund’s investments are selected using a variety of quantitative techniques to analyze fundamental data in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the Russell 2000® Growth Index. The Fund seeks a portfolio consisting of companies that the adviser believes exhibit good stock price momentum and also appear to be at reasonable valuations. The Fund also seeks companies with strong profit margins, sustainable earnings and who use their capital to enhance shareholder value. The Fund also seeks those companies about which fundamental research analysts are becoming more positive in the outlook regarding a company’s future.
 
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-adviser believes provide opportunities for capital appreciation, such as preferred stocks, warrants and securities convertible into common stock.   The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.
 
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   For temporary defensive purposes, the Fund may invest up to 35% of its Total Assets in U.S. Government Securities; commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO; certificates of deposit; bankers’ acceptances; repurchase agreements; and non-convertible preferred stocks and non- convertible corporate bonds with a remaining maturity of less than one year.
 
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by an investment sub-adviser selected by AXA Equitable. The Fund’s sub-adviser is Eagle Asset Management, Inc.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Small Company Growth Fund and Goldman Sachs Structured Small Cap Growth Fund are, in general, similar. One difference that should be noted is that the GST Fund considers small-capitalization companies to be those companies with a market capitalization that falls within the range of the Russell 2000® Growth Index (which is currently between $90 million and $3 billion), while the AXA Enterprise Fund defines such companies as those having a market capitalization of $2 billion or less. In addition, the adviser to the GST Fund uses a quantitative investment style unlike the sub-adviser to the AXA Enterprise Fund.

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Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
                 
    AXA Enterprise Small Company   Goldman Sachs Structured Small
    Growth Fund   Cap Growth Fund
         
Net Asset Value Risk
     X       X  
Interest Rate Risk
             X  
Stock Risk
     X       X  
Derivatives Risk
             X  
Management Risk
     X       X  
Market Risk
     X       X  
Liquidity Risk
             X  
Investment Style Risk
     X       X  
Foreign Risk
     X       X  
Small-Capitalization Risk
     X       X  
Issuer-Specific Risk
     X       X  
Sub-adviser Selection Risk
     X          
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The estimated annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma, net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Small Company Growth Fund and the Goldman Sachs Structured Small Cap Growth Fund and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s annual operating expenses are based on actual expenses for the twelve months ended August 31, 2006. The Goldman Sachs Structured Small Cap Growth Fund’s annual operating expenses are based on estimated expenses for the current fiscal year. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on September 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended August 31, 2006. For financial statement

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purposes, the AXA Enterprise Small Company Growth Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund based on estimated expenses for the current fiscal year and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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    AXA Enterprise Small Company   Goldman Sachs Structured    
    Growth Fund   Small Cap Growth Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       None       5.50% 1     None       None       None       5.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                 
    AXA Enterprise Small Company   Goldman Sachs Structured    
    Growth Fund   Small Cap Growth Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.98%       0.98%       0.98%       0.98%       0.85% 6     0.85% 6     0.85% 6     0.85% 6     0.85% 6     0.85% 6     0.85% 6     0.85% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     0.80%       0.80%       0.80%       0.80%       0.37% 7     0.37% 7     0.37% 7     0.22% 7     0.37% 7     0.37% 7     0.37% 7     0.22% 7
     
Total Fund Operating Expenses*
     2.23% 8     2.78% 8     2.78% 8     1.78% 8     1.47%       2.22%       2.22%       1.07%       1.47%       2.22%       2.22%       1.07%  
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, the GST Fund and the Combined Fund are as set forth below.
                                                                                                 
    AXA Enterprise Small Company   Goldman Sachs Structured    
    Growth Fund   Small Cap Growth Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.40%       0.40%       0.40%       0.40%       0.81% 6     0.81% 6     0.81% 6     0.81% 6     0.81% 6     0.81% 6     0.81% 6     0.81% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.80%       0.80%       0.80%       0.80%       0.19% 7     0.19% 7     0.19% 7     0.04% 7     0.19% 7     0.19% 7     0.19% 7     0.04% 7
     
Total Fund Operating Expenses (after current expense limitations)
     1.65% 8     2.20% 8     2.20% 8     1.20% 8     1.25%       2.00%       2.00%       0.85%       1.25%       2.00%       2.00%       0.85%  

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1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of an AXA Enterprise Fund and GST Fund automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
5 If you redeem or exchange shares of the AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the AXA Enterprise Fund for the benefit of the remaining shareholders.
 
6 GSAM is entitled to management fees from certain GST Funds at annual rates equal to the following percentages of the average daily net assets of the GST Funds:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Structured Small Cap Growth Fund
     0.85%     First $2 Billion
      0.77%     Over $2 Billion
6 GSAM has voluntarily agreed to waive a portion of its advisory fee equal to 0.04% of the GST Fund’s average daily net assets. GSAM may discontinue or modify such voluntary limitations in the future at its discretion.
 
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares, plus all other ordinary expenses not detailed above. “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of the Institutional Shares for the Fund. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, shareholder administration fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses) to 0.004% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to an Expense Limitation Agreement, AXA Equitable has agreed to make payments or waive its management, administration and other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Trust Trustees consent to an earlier revision or termination of this arrangement) so that the net annual fund operating expenses (as a percentage of average daily net assets) of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests and other extraordinary expenses) do not exceed 1.65% for Class A Shares, 2.20% for Class B and Class C Shares and 1.20% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the AXA Enterprise Fund’s expense ratio and such reimbursements do not exceed the AXA Enterprise Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
    A portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction the Net Operating Expenses for the AXA Enterprise Fund for the twelve months ended August 31, 2006 was 1.60% for Class A Shares, 2.15% for Class B and Class C Shares and 1.15% for Class Y Shares.

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     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund based on estimated expenses for the current fiscal year; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Small Company Growth Fund
                                
 
Class A Shares
   $ 634     $ 1,083     $ 1,557     $ 2,862  
 
Class B Shares
                                
   
- assuming complete redemption at end of period
   $ 722     $ 1,203     $ 1,611     $ 2,919  
   
- assuming no redemption
   $ 222     $ 803     $ 1,411     $ 2,919  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 322     $ 803     $ 1,411     $ 3,050  
   
- assuming no redemption
   $ 222     $ 803     $ 1,411     $ 3,050  
 
Class Y Shares
   $ 122     $ 501     $ 906     $ 2,036  
Goldman Sachs Structured Small Cap Growth Fund
                                
 
Class A Shares
   $ 691     $ 989     $ 1,309     $ 2,211  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 725     $ 994     $ 1,390     $ 2,365  
   
- assuming no redemption
   $ 225     $ 694     $ 1,190     $ 2,365  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 325     $ 694     $ 1,190     $ 2,554  
   
- assuming no redemption
   $ 225     $ 694     $ 1,190     $ 2,554  
 
Institutional Shares
   $ 109     $ 340     $ 590     $ 1,306  
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 691     $ 989     $ 1,309     $ 2,211  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 725     $ 994     $ 1,390     $ 2,365  
   
- assuming no redemption
   $ 225     $ 694     $ 1,190     $ 2,365  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 325     $ 694     $ 1,190     $ 2,554  
   
- assuming no redemption
   $ 225     $ 694     $ 1,190     $ 2,554  
 
Institutional Shares
   $ 109     $ 340     $ 590     $ 1,306  
 
1   The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.

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      The hypothetical example assumes that a CDSC will not apply to redemptions of AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The Goldman Sachs Structured Small Cap Growth Fund is a newly organized GST Fund that has been created in connection with the Reorganization and will not commence operations until the date of the Reorganization. Therefore, the GST Fund currently has no performance information of its own to compare to that of the AXA Enterprise Small Cap Growth Fund. Information regarding the performance of the AXA Enterprise Small Cap Growth Fund is included in that Fund’s current Prospectus, dated March 1, 2006, as supplemented, which is incorporated herein by reference. A Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.
Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix D.
         
    AXA Enterprise   Goldman Sachs
    Small Company Growth Fund   Structured Small Cap Growth Fund
         
Sales Charges and Distribution/ Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.

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    AXA Enterprise   Goldman Sachs
    Small Company Growth Fund   Structured Small Cap Growth Fund
         
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.

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    AXA Enterprise   Goldman Sachs
    Small Company Growth Fund   Structured Small Cap Growth Fund
         
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.
Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of August 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on August 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share. The Goldman Sachs Structured Small Cap Growth Fund is a newly organized GST Fund that has been created in connection with the Reorganization and will not commence operations until the date of the Reorganization.
                 
    AXA Enterprise   Goldman Sachs        
    Small Company   Structured Small Cap   Pro Forma   Pro Forma
    Growth Fund*   Growth Fund   Adjustments   Combined Fund
                 
Net Assets:
   $46,699   $0   $0   $46,699
    (Class A Shares)   (Class A Shares)       (Class A Shares)
    $30,273   $0   $0   $30,273
    (Class B Shares)   (Class B Shares)       (Class B Shares)
    $12,793   $0   $0   $12,793
    (Class C Shares)   (Class C Share)       (Class C Shares)
    $17,362   $0   $0   $17,362
    (Class Y Shares)   (Institutional Shares)       (Institutional Shares)

100

 

                   
    AXA Enterprise   Goldman Sachs        
    Small Company   Structured Small Cap   Pro Forma   Pro Forma
    Growth Fund*   Growth Fund   Adjustments   Combined Fund
                 
Net Asset Value   $31.19   $0   $0   $31.19
 
Per Share:
   (Class A Shares)   (Class A Shares)       (Class A Shares)
    $29.37   $0   $0   $29.37
    (Class B Shares)   (Class B Shares)       (Class B Shares)
    $29.49   $0   $0   $29.49
    (Class C Shares)   (Class C Shares)       (Class C Shares)
    $32.60   $0   $0   $32.60
    (Class Y Shares)   (Institutional Shares)       (Institutional Shares)
 
Shares Outstanding:
   1,497   0   0   1,497
    (Class A Shares)   (Class A Shares)       (Class A Shares)
    1,031   0   0   1,031
    (Class B Shares)   (Class B Shares)       (Class B Shares)
    434   0   0   434
    (Class C Shares)   (Class C Shares)       (Class C Shares)
    533   0   0   533
    (Class Y Shares)   (Institutional Shares)       (Institutional Shares)
 
* The AXA Enterprise Small Company Growth Fund will be the accounting survivor for financial statement purposes.
* * * * *
Proposal 1(i): Approval of the Reorganization of the AXA Enterprise Small Company Value Fund into the Goldman Sachs Structured Small Cap Value Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Small Company Value Fund into the Goldman Sachs Structured Small Cap Value Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. Each Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.

101

 

     
AXA Enterprise   Goldman Sachs
Small Company Value Fund   Structured Small Cap Value Fund
     
Investment Objective   Investment Objective
Seeks maximum capital appreciation.   Seeks long-term growth of capital.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund invests at least 80% of its net assets, plus borrowings for investment purposes, in stocks of small capitalization companies. Small capitalization companies are companies with market capitalization of $2.0 billion or less at the time of investment.   The Fund invests, under normal circumstances, at least 80% of its Net Assets in a broadly diversified portfolio of equity investments in small-cap U.S. issuers, including foreign issuers that are traded in the United States. However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments. Most of these issuers will have public stock market capitalizations (based upon shares available for trading on an unrestricted basis) similar to that of the range of the market capitalizations of companies constituting the Russell 2000® Value Index at the time of investment. The Fund is not required to limit its investments to securities in the Russell 2000® Value Index. If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell 2000® Value Index is currently (as of November 30, 2006) between $94 million and $3 billion.
 
The sub-adviser utilizes a value-oriented investment style that emphasizes companies deemed to be currently underpriced according to certain financial measurements, which may include price-to-earnings and price-to-book ratios and dividend income potential.   The Fund’s investments are selected using a variety of quantitative techniques to analyze fundamental data such as valuation, momentum, profitability and earnings in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the Russell 2000® Value Index. The Fund seeks a portfolio consisting of companies that the adviser believes exhibit good stock price momentum and also appear to be at reasonable valuations. The Fund also seeks companies with strong profit margins, sustainable earnings and who use their capital to enhance shareholder value. The Fund also seeks those companies about which fundamental research analysts are becoming more positive in the outlook regarding a company’s future.
 
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-adviser believes provide opportunities for capital appreciation, such as preferred stocks, warrants and securities convertible into common stocks.   The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.

102

 

     
AXA Enterprise   Goldman Sachs
Small Company Value Fund   Structured Small Cap Value Fund
     
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   For temporary defensive purposes, the Fund may invest up to 35% of its Total Assets in U.S. Government Securities; commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO; certificates of deposit; Bankers’ acceptances; repurchase agreements; and non-convertible preferred stocks and non- convertible corporate bonds with a remaining maturity of less than one year.
 
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by an investment sub-adviser selected by AXA Equitable. The Fund’s sub-adviser is GAMCO Asset Management, Inc.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Small Company Value Fund and Goldman Sachs Structured Small Cap Value Fund are, in general, similar. One difference that should be noted is that the GST Fund considers small-capitalization companies to be those companies with a market capitalization that falls within the range of the Russell 2000® Value Index (which is currently between $94 million and $3 billion), while the AXA Enterprise Fund defines such companies as those having a market capitalization of $2 billion or less. In addition, the adviser to the GST Fund uses a quantitative investment style unlike the sub-adviser to the AXA Enterprise Fund.
Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
                 
    AXA Enterprise   Goldman Sachs
    Small Company Value Fund   Structured Small Cap Value Fund
         
Net Asset Value Risk
     X       X  
Interest Rate Risk
             X  
Stock Risk
     X       X  
Derivatives Risk
             X  
Management Risk
     X       X  
Market Risk
     X       X  
Liquidity Risk
             X  
Investment Style Risk
     X       X  
Foreign Risk
     X       X  
Small-Capitalization Risk
     X       X  
Issuer-Specific Risk
     X       X  
Sub-adviser Selection Risk
     X          

103

 

Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The estimated annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Small Company Value Fund and the Goldman Sachs Structured Small Cap Value Fund and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s annual operating expenses are based on actual expenses for the twelve months ended August 31, 2006. The Goldman Sachs Structured Small Cap Value Fund’s annual operating expenses are based on estimated expenses for the current fiscal year. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on September 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended August 31, 2006. For financial statement purposes, the AXA Enterprise Small Company Value Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund based on estimated expenses for the current fiscal year and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

104

 

                                                                                                 
        Goldman Sachs Structured    
    AXA Enterprise Small Company Value Fund   Small Cap Value Fund   Combined Fund Pro forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       None       5.50% 1     None       None       None       5.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                 
        Goldman Sachs Structured    
    AXA Enterprise Small Company Value Fund   Small Cap Value Fund   Combined Fund Pro forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.73%       0.73%       0.73%       0.73%       0.85% 6     0.85% 6     0.85% 6     0.85% 6     0.85% 6     0.85% 6     0.85% 6     0.85% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     0.45%       0.45%       0.45%       0.45%       0.26% 7     0.26% 7     0.26% 7     0.11% 7     0.26% 7     0.26% 7     0.26% 7     0.11% 7
     
Total Fund Operating Expenses*
     1.63% 8     2.18% 8     2.18% 8     1.18% 8     1.36%       2.11%       2.11%       0.96%       1.36%       2.11%       2.11%       0.96%  
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, the GST Fund and the Combined Fund are as set forth below.
                                                                                                 
        Goldman Sachs Structured    
    AXA Enterprise Small Company Value Fund   Small Cap Value Fund   Combined Fund Pro forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.73%       0.73%       0.73%       0.73%       0.81% 6     0.81% 6     0.81% 6     0.81% 6     0.81% 6     0.81% 6     0.81% 6     0.81% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.45%       0.45%       0.45%       0.45%       0.19% 7     0.19% 7     0.19% 7     0.04% 7     0.19% 7     0.19% 7     0.19% 7     0.04% 7
     
Total Fund Operating Expenses (after current expense limitations)
     1.63% 8     2.18% 8     2.18% 8     1.18% 8     1.25%       2.00%       2.00%       0.85%       1.25%       2.00%       2.00%       0.85%  

105

 

 
1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of an AXA Enterprise Fund and GST Fund automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
5 If you redeem or exchange shares of the AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the AXA Enterprise Fund for the benefit of the remaining shareholders.
 
6 GSAM is entitled to management fees from certain GST Funds at annual rates equal to the following percentages of the average daily net assets of the GST Funds:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Structured Small Cap Value Fund
     0.85%     First $2 Billion
      0.77%     Over $2 Billion
    GSAM has voluntarily agreed to waive a portion of its advisory fee equal to 0.04% of the GST Fund’s average daily net assets. GSAM may discontinue or modify such voluntary limitations in the future at its discretion.
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares, plus all other ordinary expenses not detailed above. “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of the Institutional Shares for the Fund. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, shareholder administration fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses) to 0.004% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to an Expense Limitation Agreement, AXA Equitable has agreed to make payments or waive its management, administration and other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Trust Trustees consent to an earlier revision or termination of this arrangement) so that the net annual fund operating expenses (as a percentage of average daily net assets) of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests and other extraordinary expenses) do not exceed 1.75% for Class A Shares, 2.30% for Class B and Class C Shares and 1.30% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the AXA Enterprise Fund’s expense ratio and such reimbursements do not exceed the AXA Enterprise Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
    A portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction the Net Operating Expenses for the AXA Enterprise Fund for the twelve months ended August 31, 2006 was 1.64% for Class A Shares, 2.19% for Class B and Class C Shares and 1.19% for Class Y Shares.

106

 

     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund based on estimated expenses for the current fiscal year; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Small Company Value Fund
                                
 
Class A Shares
   $ 633     $ 965     $ 1,319     $ 2,316  
 
Class B Shares
                                
   
- assuming complete redemption at end of period
   $ 721     $ 1,082     $ 1,369     $ 2,374  
   
- assuming no redemption
   $ 221     $ 682     $ 1,169     $ 2,374  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 321     $ 682     $ 1,169     $ 2,513  
   
- assuming no redemption
   $ 221     $ 682     $ 1,169     $ 2,513  
 
Class Y Shares
   $ 120     $ 375     $ 649     $ 1,432  
Goldman Sachs Structured Small Cap Value Fund
                                
 
Class A Shares
   $ 681     $ 957     $ 1,254     $ 2,095  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 714     $ 961     $ 1,334     $ 2,250  
   
- assuming no redemption
   $ 214     $ 661     $ 1,134     $ 2,250  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 314     $ 661     $ 1,134     $ 2,441  
   
- assuming no redemption
   $ 214     $ 661     $ 1,134     $ 2,441  
 
Institutional Shares
   $ 98     $ 306     $ 531     $ 1,178  
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 681     $ 957     $ 1,254     $ 2,095  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 714     $ 961     $ 1,334     $ 2,250  
   
- assuming no redemption
   $ 214     $ 661     $ 1,134     $ 2,250  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 314     $ 661     $ 1,134     $ 2,441  
   
- assuming no redemption
   $ 214     $ 661     $ 1,134     $ 2,441  
 
Institutional Shares
   $ 98     $ 306     $ 531     $ 1,178  
 
1  The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.

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      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The Goldman Sachs Structured Small Cap Value Fund is a newly organized GST Fund that has been created in connection with the Reorganization and will not commence operations until the date of the Reorganization. Therefore, the GST Fund currently has no performance information of its own to compare to that of the AXA Enterprise Small Cap Value Fund. Information regarding the performance of the AXA Enterprise Small Cap Value Fund is included in that Fund’s current Prospectus, dated March 1, 2006, as supplemented, which is incorporated herein by reference. A Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.
Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix D.
         
    AXA Enterprise Small Company Value Fund   Goldman Sachs Structured Small Cap Value Fund
         
Sales Charges and Distribution/Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.

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    AXA Enterprise Small Company Value Fund   Goldman Sachs Structured Small Cap Value Fund
         
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.

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    AXA Enterprise Small Company Value Fund   Goldman Sachs Structured Small Cap Value Fund
         
Redemption
Policies		   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.
Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of August 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on August 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share. The Goldman Sachs Structured Small Cap Value Fund is a newly organized GST Fund that has been created in connection with the Reorganization and will not commence operations until the date of the Reorganization.
                     
    AXA Enterprise   Goldman Sachs        
    Small Company   Structured Small   Pro forma   Pro forma
    Value Fund*   Cap Value Fund   Adjustments   Combined Fund
                 
Net Assets:
   $249,407   $0     $0     $249,407
    (Class A Shares)   (Class A Shares)           (Class A Shares)
    $172,377   $0     $0     $172,377
    (Class B Shares)   (Class B Shares)           (Class B Shares)
    $88,988   $0     $0     $88,988
    (Class C Shares)   (Class C Share)           (Class C Shares)
    $23,173   $0     $0     $23,173
    (Class Y Shares)   (Institutional Shares)           (Institutional Shares)
Net Asset Value Per Share:
   $12.23   $0     $0     $12.23
    (Class A Shares)   (Class A Shares)           (Class A Shares)
    $11.31   $0     $0     $11.31
    (Class B Shares)   (Class B Shares)           (Class B Shares)
    $11.61   $0     $0     $11.61
    (Class C Shares)   (Class C Shares)           (Class C Shares)
    $12.99   $0     $0     $12.99
    (Class Y Shares)   (Institutional Shares)           (Institutional Shares)

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    AXA Enterprise   Goldman Sachs        
    Small Company   Structured Small   Pro forma   Pro forma
    Value Fund*   Cap Value Fund   Adjustments   Combined Fund
                 
Shares Outstanding:
   20,390   0     0     20,390
    (Class A Shares)   (Class A Shares)           (Class A Shares)
    15,248   0     0     15,248
    (Class B Shares)   (Class B Shares)           (Class B Shares)
    7,665   0     0     7,665
    (Class C Shares)   (Class C Shares)           (Class C Shares)
    1,784   0     0     1,781
    (Class Y Shares)   (Institutional Shares)           (Institutional Shares)
 
* The AXA Enterprise Small Company Value Fund will be the accounting survivor for financial statement purposes.
*    *    *    *    *
Proposal 1(j): Approval of the Reorganization of the AXA Enterprise Government Securities Fund into the Goldman Sachs Government Income Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Government Securities Fund into the Goldman Sachs Government Income Fund. You should read carefully the entire Proxy/Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. Each Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.

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AXA Enterprise Government Securities Fund   Goldman Sachs Government Income Fund
     
Investment Objective   Investment Objective
Seeks current income and safety of principal.   Seeks a high level of current income, consistent with safety of principal.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund invests at least 80% of its net assets, plus borrowings for investment purposes, in securities that are obligations of the U.S. Government, its agencies or instrumentalities. Securities issued by the U.S. Government include securities issued by the U.S. Treasury, such as treasury bills, treasury notes and treasury bonds. Securities issued by agencies or instrumentalities of the U.S. Government include those issued by the Government National Mortgage Association (“GNMA”), Fannie Mae and Freddie Mac.   The Fund invests, under normal circumstances, at least 80% of its Net Assets in U.S. Government Securities and in repurchase agreements collateralized by such securities.
 
The Fund may invest in securities of any maturity. The sub-adviser actively manages the Fund’s duration based on the sub-adviser’s view of the market and interest rates. The sub-adviser seeks to maintain a duration within 1.5 years of that of the Lehman Brothers U.S. Treasury Index, which currently has a duration (as of December 31, 2006) of approximately 4.95 years.   The Fund has a target duration that is equal to that of the Lehman Brothers Mutual Fund Government/Mortgage Index, plus or minus one year. Historically, over the last ten years, the duration of this index has ranged between 3 and 4.8 years. The Fund’s maximum duration is 6 years. The Fund’s expected approximate interest rate sensitivity is comparable to the 5-year U.S. Treasury note.
 
Subject to compliance with its other investment policies, the Fund has the flexibility to invest in non-government securities, such as privately issued mortgage-backed securities, asset-backed securities and corporate securities.   The Fund may invest up to 20% of its Net Assets in non-government securities, such as privately issued mortgage-backed securities, asset-backed securities and corporate securities.
 
The Fund invests in U.S. Government securities, non-U.S. Government securities rated AAA or Aaa by an NRSRO at the time of purchase or, if unrated, determined by the adviser to be of comparable quality.   Same.
 
The Fund may invest primarily in GNMA, Fannie Mae, Freddie Mac securities and mortgage obligations collateralized by such securities and may concentrate from time to time in different U.S. Government securities in order to obtain the highest available level of current income and safety of principal.   No corresponding policy but may invest in the same types of securities.
 
The Fund generally invests all of its assets in U.S. dollar-denominated securities.   The Fund will invest all of its assets in U.S. dollar- denominated securities.
 
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   For temporary defensive purposes the Fund may invest in U.S. Government Securities and repurchase agreements collateralized by U.S. Government Securities.

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AXA Enterprise Government Securities Fund   Goldman Sachs Government Income Fund
     
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by an investment sub-adviser selected by AXA Equitable. The Fund’s sub-adviser is TCW Investment Management Company.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Government Securities Fund and Goldman Sachs Government Income Fund are, in general, similar. One difference that should be noted is that the GST Fund has a duration based on the Lehman Brothers Mutual Fund Government/ Mortgage Index, plus or minus 1 year. Historically, over the last ten years, the duration of the Lehman Brothers Mutual Fund Government/ Mortgage Index has ranged between 3 and 4.8 years. The AXA Enterprise Fund, on the other hand, seeks to maintain a duration within 1.5 years of that of the Lehman Brothers U.S. Treasury Index, which currently has a duration (as of December 31, 2006) of approximately 4.95 years. In addition, the GST Fund, unlike the AXA Enterprise Fund, does not have a policy that it may invest primarily in GNMA, Fannie Mae, Freddie Mac and mortgage obligations collateralized by such securities or that it may concentrate its investments from time to time in different U.S. Government Securities.
Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in fixed income securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
                 
    AXA    
    Enterprise   Goldman Sachs
    Government   Government
    Securities Fund   Income Fund
         
Net Asset Value Risk     X       X  
Interest Rate Risk
     X       X  
Credit/ Default Risk
             X  
Call Risk
     X       X  
Extension Risk
     X       X  
U.S. Government Securities Risk
     X       X  
Derivatives Risk
             X  
Management Risk
     X       X  
Market Risk
     X       X  
Liquidity Risk
             X  
Sub-adviser Selection Risk
     X          
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual

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operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Government Securities Fund and the Goldman Sachs Government Income Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the fiscal year ended October 31, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on November 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended October 31, 2006. For financial statement purposes, the Goldman Sachs Government Income Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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    AXA Enterprise   Goldman Sachs   Combined Fund
    Government Securities Fund   Government Income Fund   Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       None       4.50% 1     None       None       None       4.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees9
     2.00%5       2.00%5       2.00%5       2.00%5       None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                 
    AXA Enterprise   Goldman Sachs   Combined Fund
    Government Securities Fund   Government Income Fund   Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.58%       0.58%       0.58%       0.58%       0.54%6       0.54%6       0.54%6       0.54%6       0.54%6       0.54%6       0.54%6       0.54%6  
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     0.57%       0.57%       0.57%       0.57%       0.25%7       0.25%7       0.25%7       0.13%7       0.24%7       0.24%7       0.24%7       0.12%7  
     
Total Fund Operating Expenses*
     1.60% 8     2.15% 8     2.15% 8     1.15% 8     1.04%       1.79%       1.79%       0.67%       1.03%       1.78%       1.78%       0.66%  
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, the GST Fund and the Combined Fund are as set forth below.
                                                                                                 
    AXA Enterprise   Goldman Sachs   Combined Fund
    Government Securities Fund   Government Income Fund   Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.23%       0.23%       0.23%       0.23%       0.54%6       0.54%6       0.54% 6     0.54%6       0.54%6       0.54%6       0.54%6       0.54%6  
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.57%       0.57%       0.57%       0.57%       0.16%7       0.16%7       0.16%7       0.04% 7     0.16%7       0.16%7       0.16%7       0.04%7  
     
Total Fund Operating Expenses (after current expense limitations)
     1.25% 8     1.80% 8     1.80% 8     0.80% 8     0.95%       1.70%       1.70%       0.58%       0.95%       1.70%       1.70%       0.58%  

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1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of an AXA Enterprise Fund and GST Fund automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
5 If you redeem or exchange shares of the AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the AXA Enterprise Fund for the benefit of the remaining shareholders. A 2% redemption fee will be imposed on the redemption of shares (including by exchange) of the GST Fund held for 30 calendar days or less.
 
6 GSAM has entered into the following contractual fee reduction commitments for the GST Fund:
             
    Management Fee   Average Daily Net
GST Fund   Annual Rate   Assets
         
Government Income Fund
     0.54%     First $1 Billion
      0.49%     Next $1 Billion
      0.47%     Over $2 Billion
  Prior to this fee reduction commitment, the management fee for the GST Fund as an annual percentage rate of average daily net assets was 0.54%. The annual operating expenses of the GST Fund have been restated to reflect a contractual reduction in transfer agent fees from an annual rate of 0.19% to an annual rate of 0.16% of the average daily net assets the GST Fund’s Class A, Class B and Class C Shares.
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.16% of the average daily net assets of the Fund’s Class A, B and C Shares, plus all other ordinary expenses not detailed above. “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of the Institutional Shares for the Fund. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, shareholder administration fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses) to 0.004% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to an Expense Limitation Agreement, AXA Equitable has agreed to make payments or waive its management, administration and other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Trust Trustees consent to an earlier revision or termination of this arrangement) so that the net annual fund operating expenses (as a percentage of average daily net assets) of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests and other extraordinary expenses) do not exceed 1.25% for Class A Shares, 1.80% for Class B and Class C Shares and 0.80% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the AXA Enterprise Fund’s expense ratio and such reimbursements do not exceed the AXA Enterprise Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.

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     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Government Securities Fund
                                
 
Class A Shares
   $ 596     $ 922     $ 1,271     $ 2,251  
 
Class B Shares
                                
   
- assuming complete redemption at end of period
   $ 683     $ 1,038     $ 1,319     $ 2,308  
   
- assuming no redemption
   $ 183     $ 638     $ 1,119     $ 2,308  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 283     $ 638     $ 1,119     $ 2,447  
   
- assuming no redemption
   $ 183     $ 638     $ 1,119     $ 2,447  
 
Class Y Shares
   $ 82     $ 330     $ 597     $ 1,362  
Goldman Sachs Government Income Fund
                                
 
Class A Shares
   $ 551     $ 766     $ 998     $ 1,664  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 682     $ 863     $ 1,170     $ 1,908  
   
- assuming no redemption
   $ 182     $ 563     $ 970     $ 1,908  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 282     $ 563     $ 970     $ 2,105  
   
- assuming no redemption
   $ 182     $ 563     $ 970     $ 2,105  
 
Institutional Shares
   $ 68     $ 214     $ 373     $ 835  
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 550     $ 763     $ 993     $ 1,653  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 681     $ 860     $ 1,164     $ 1,897  
   
- assuming no redemption
   $ 181     $ 560     $ 964     $ 1,897  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 281     $ 560     $ 964     $ 2,095  
   
- assuming no redemption
   $ 181     $ 560     $ 964     $ 2,095  
 
Institutional Shares
   $ 67     $ 211     $ 368     $ 822  
 
1 The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.

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      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A Shares, the assumed CDSC for Class B Shares and the assumed CDSC for Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

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AXA Enterprise Government Securities Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 11/17/87)
                        
Return Before Taxes
     -1.44%       3.03%       4.89%  
Return After Taxes on Distributions1
     -2.82%       1.59%       3.01%  
Return After Taxes on Distributions and Sale of Fund Shares1
     -0.96%       1.73%       3.00%  
Lehman Brothers Intermediate Government Bond Index2
     3.84%       3.92%       5.48%  
 
Class B (inception 5/1/95)
                        
Return Before Taxes
     -2.06%       3.09%       4.93%  
Lehman Brothers Intermediate Government Bond Index
     3.84%       3.92%       5.48%  
 
Class C (inception 5/1/97)
                        
Return Before Taxes
     1.91%       3.44%       4.94%  
Lehman Brothers Intermediate Government Bond Index
     3.84%       3.92%       5.54%  
 
Class Y (inception 7/17/97)
                        
Return Before Taxes
     3.93%       4.49%       5.70%  
Lehman Brothers Intermediate Government Bond Index
     3.84%       3.92%       5.38%  
Goldman Sachs Government Income Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 2/10/93)
                        
Return Before Taxes
     3.79%       4.39%       5.66%  
Return After Taxes on Distributions1
     -2.21%       2.05%       3.16%  
Return After Taxes on Distributions and Sale of Fund Shares2
     -0.59%       2.13%       3.17%  
Lehman Brothers Government/Mortgage Index3
     4.33%       4.73%       6.08%  
 
Class B (inception 5/1/96)
                        
Return Before Taxes
     3.02%       3.61%       4.87%  
Lehman Brothers Government/Mortgage Index
     4.33%       4.73%       6.08%  
 
Class C (inception 8/15/97)
                        
Return Before Taxes
     3.09%       3.63%       4.72%  
Lehman Brothers Government/Mortgage Index
     4.33%       4.73%       5.96%  
 
Institutional Class (inception 8/15/97)
                        
Return Before Taxes
     4.18%       4.82%       5.91%  
Lehman Brothers Government/Mortgage Index
     4.33%       4.73%       5.96%  
 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The Lehman Brothers Intermediate Government Bond Index is an unmanaged index that includes all issues with maturities of one to 9.99 years contained in the Lehman Brothers Government Bond Index, which includes all publicly held

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U.S. Treasury debt or any governmental agency thereof, quasi-federal corporation, or corporate debt guaranteed by the U.S. government. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
3 The Lehman Brothers Government/ Mortgage Index is an unmanaged index comprised of all U.S. government agency and Treasury securities and agency mortgage-backed securities. The Index figures do not reflect any deduction for fees, expenses or taxes.

Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix D.
         
    AXA Enterprise Government Securities Fund   Goldman Sachs Government Income Fund
         
Sales Charges and Distribution/Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.

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    AXA Enterprise Government Securities Fund   Goldman Sachs Government Income Fund
         
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.
 
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.

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Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of October 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on October 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share.
                 
    AXA Enterprise   Goldman Sachs        
    Government   Government   Pro forma   Pro forma
    Securities Fund   Income Fund*   Adjustments   Combined Fund
                 
Net Assets:   $103,852
(Class A Shares)		   $432,762
(Class A Shares)		   $0   $536,614
(Class A Shares)
    $47,644
(Class B Shares)		   $18,713
(Class B Shares)		   $0   $66,357
(Class B Shares)
    $12,975
(Class C Shares)		   $16,931
(Class C Shares)		   $0   $29,906
(Class C Shares)
    $44,720
(Class Y Shares)		   $146,784
(Institutional Shares)		   $0   $191,504
(Institutional Shares)
Net Asset Value Per Share:   $12.40
(Class A Shares)		   $14.64
(Class A Shares)		   $(12.40)   $14.64
(Class A Shares)
    $12.38
(Class B Shares)		   $14.64
(Class B Shares)		   $(12.38)   $14.64
(Class B Shares)
    $12.38
(Class C Shares)		   $14.63
(Class C Shares)		   $(12.38)   $14.63
(Class C Shares)
    $12.38
(Class Y Shares)		   $14.63
(Institutional Shares)		   $(12.38)   $14.63
(Institutional Shares)
Shares Outstanding:   8,374
(Class A Shares)		   29,556
(Class A Shares)		   (1,281)   36,649
(Class A Shares)
    3,849
(Class B Shares)		   1,278
(Class B Shares)		   (595)   4,532
(Class B Shares)
    1,048
(Class C Shares)		   1,157
(Class C Shares)		   (161)   2,044
(Class C Shares)
    3,612
(Class Y Shares)		   10,036
(Institutional Shares)		   (555)   13,093
(Institutional Shares)
 
*  The Goldman Sachs Government Income Fund will be the accounting survivor for financial statement purposes.
* * * * *
Proposal 1(k): Approval of the Reorganization of the AXA Enterprise High-Yield Bond Fund into the Goldman Sachs High Yield Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise High-Yield Bond Fund into the Goldman Sachs High Yield Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.

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Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. Each Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise High-Yield Bond Fund   Goldman Sachs High Yield Fund
     
Investment Objective   Investment Objective
Seeks maximum current income.   Seeks a high level of current income and may also consider the potential for capital appreciation.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund invests at least 80% of its net assets, plus borrowings for investment purposes, in bonds that are rated below investment grade. The Fund generally invests in high-yield, income producing U.S. corporate bonds that are rated at the time of purchase B3 to Ba1 by Moody’s or B- to BB+ by Standard & Poor’s or determined by the sub-adviser to be of comparable quality, which are commonly known as “junk bonds.”   The Fund invests, under normal circumstances, at least 80% of its Net Assets in high-yield, fixed-income securities that, at the time of purchase, are non- investment grade securities. Non-investment grade securities are securities rated BB, Ba or below by a NRSRO, or, if unrated, determined by the adviser to be of comparable quality. The Fund may invest in all types of fixed-income securities, including senior and subordinated corporate debt obligations (such as bonds, debentures, notes and commercial paper), convertible and non-convertible corporate debt obligations, loan participations, custodial receipts, municipal securities and preferred stock.
 
The Fund generally does not purchase bonds in the lowest ratings categories (rated Ca or lower by Moody’s or CC or lower by Standard & Poor’s or which, if unrated, in the judgment of the sub-adviser are of comparable quality). If an investment is downgraded to Ca or lower or CC or lower after its purchase by the Fund, the sub-adviser has the discretion to hold or liquidate the security.   The Fund may invest in bonds in the lowest ratings categories.

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AXA Enterprise High-Yield Bond Fund   Goldman Sachs High Yield Fund
     
Subject to the Fund’s other investment policies, under normal circumstances, up to 20% of the Fund’s assets may include: (1) bonds rated Caa by Moody’s or CCC by Standard & Poor’s; (2) unrated debt securities which, in the judgment of the sub-adviser, have characteristics similar to those described above in (1); (3) convertible debt securities; (4) puts, calls and futures as hedging devices; (5) foreign issuer debt securities; and (6) short-term money market instruments, including certificates of deposit, commercial paper, U.S. Government securities and other income-producing cash equivalents.   Under normal market conditions, the Fund may invest up to 20% of its Net Assets in investment grade fixed- income securities, including U.S. Government Securities. The Fund may also invest in common stocks, warrants, rights and other equity securities, but will generally hold such equity investments only when debt or preferred stock of the issuer of such equity securities is held by the Fund or when the equity securities are received by the Fund in connection with a corporate restructuring of an issuer.
 
The Fund has the flexibility to invest up to 20% of its assets in foreign securities, subject to compliance with its other investment policies.   The Fund may invest up to 25% of its Total Assets in obligations of domestic and foreign issuers which are denominated in currencies other than the U.S. dollar and in securities of issuers located in emerging countries denominated in any currency. However, to the extent that GSAM has entered into transactions that are intended to hedge the Fund’s position in a non-U.S. dollar denominated obligation against currency risk, such obligation will not be counted when calculating compliance with the 25% limitation on obligations in non-U.S. currency.
 
The Fund may invest in securities of any maturity. The sub-adviser actively manages the Fund’s duration based on the sub-adviser’s view of the market and interest rates. The sub-adviser is not required to maintain the Fund’s duration within any particular range.   The Fund has a target duration that is equal to that of the Lehman Brothers U.S. Corporate High Yield Bond Index -2% Issuer Capped, plus or minus 2.5 years. Historically, over the last ten years, the duration of this index has ranged between 4.1 and 4.8 years. The Fund’s maximum duration is 7.5 years. The Fund’s expected approximate interest rate sensitivity is comparable to the 6-year U.S. Treasury note.
 
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   For temporary defensive purposes, the Fund may invest in U.S. Government Securities and repurchase agreements collateralized by U.S. Government Securities.
 
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by an investment sub-adviser selected by AXA Equitable. The Fund’s sub-adviser is Caywood-Scholl Capital Management LLC.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise High-Yield Bond Fund and Goldman Sachs High Yield Fund are, in general, similar. One difference that should be noted is that the GST

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Fund has the flexibility to invest all of its assets in non-investment grade securities in the lowest rating categories (rated Ca or lower by Moody’s or CC or lower by Standard & Poor’s or determined by the adviser to be of comparable quality), while the AXA Enterprise Fund’s investments in such securities are limited to 20% of its assets. In addition, the Goldman Sachs High Yield Fund has a duration targeted on the Lehman Brothers U.S. Corporate High Yield Bond Index -2% Issuer Capped plus or minus 2.5 years, with a maximum duration of 7.5 years. Historically, over the last ten years, the duration of the Lehman Brothers U.S. Corporate High Yield Bond Index -2% Issuer Capped has ranged between 4.1 and 4.8 years. The AXA Enterprise High-Yield Bond Fund’s sub-adviser actively manages the Fund’s duration based on its view of the market and interest rates and is not required to maintain the Fund’s duration within any particular range. The GST Fund also generally invests at least 80% of its Net Assets in all types of fixed-income securities, while the AXA Enterprise Fund invests at least 80% of its net assets in bonds.
Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in fixed income securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an

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explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
                 
    AXA Enterprise High-   Goldman Sachs High
    Yield Bond Fund   Yield Fund
         
Net Asset Value Risk
     X       X  
Interest Rate Risk
     X       X  
Credit/ Default Risk
     X       X  
Call Risk
             X  
Extension Risk
             X  
U.S. Government Securities Risk
     X       X  
Derivatives Risk
     X       X  
Management Risk
     X       X  
Market Risk
     X       X  
Liquidity Risk
     X       X  
Foreign Risk
     X       X  
Emerging Countries Risk
     X       X  
Sovereign Risk
     X       X  
“Junk Bond” Risk
     X       X  
Non-Hedging Foreign Currency Trading Risk
             X  
Issuer-Specific Risk
     X       X  
Sub-adviser Selection Risk
     X          
Currency Risk
     X       X  
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that Class A and Class Y shareholders of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. It is expected that Class B and Class C shareholders of the AXA Enterprise Fund will incur the same annual operating expense ratios (after waivers and expense reimbursements) as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratios of the Class A Shares and Institutional Shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently are lower than those of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each of these classes of shares of the combined GST Fund. The annual operating expense ratios of the Class B Shares and Class C Shares of the GST Fund (after taking into account the expense limitation arrangements) currently are 2 basis points higher than those of the Class B Shares and Class C Shares of the AXA Enterprise Fund, while the pro forma net annual operating expense ratios are the same. GSAM has agreed in the Reorganization Agreement that it will cap the net annual fund operating expenses of the Goldman Sachs High Yield Fund (Class B and Class C Shares) for one year from the effective time of the Reorganization of the GST Fund to the extent necessary to ensure that the net annual operating expense ratio of each such class of shares of the GST Fund does not exceed the current net annual operating expense ratio for such class of shares of the GST Fund as set forth in the tables below.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise High Yield Bond Fund and the Goldman Sachs High Yield Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The

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purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the fiscal year ended October 31, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on November 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended October 31, 2006. For financial statement purposes, the Goldman Sachs High Yield Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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    AXA Enterprise   Goldman Sachs   Combined Fund
    High-Yield Bond Fund   High Yield Fund   Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       None       4.50% 1     None       None       None       4.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees5
     2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                 
    AXA Enterprise   Goldman Sachs   Combined Fund
    High-Yield Bond Fund   High Yield Fund   Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.60%       0.60%       0.60%       0.60%       0.69% 6     0.69% 6     0.69% 6     0.69% 6     0.67% 6     0.67% 6     0.67% 6     0.67% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     0.39%       0.39%       0.39%       0.39%       0.20% 7     0.20% 7     0.20% 7     0.08% 7     0.20% 7     0.20% 7     0.20% 7     0.08% 7
     
Total Fund Operating Expenses*
     1.44% 8     1.99% 8     1.99% 8     0.99% 8     1.14%       1.89%       1.89%       0.77%       1.12%       1.87%       1.87%       0.75%  
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, the GST Fund and the Combined Fund are as set forth below.
                                                                                                 
    AXA Enterprise   Goldman Sachs   Combined Fund
    High-Yield Bond Fund   High Yield Fund   Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.46%       0.46%       0.46%       0.46%       0.69% 6     0.69% 6     0.69% 6     0.69% 6     0.67% 6     0.67% 6     0.67% 6     0.67% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.39%       0.39%       0.39%       0.39%       0.18% 7     0.18% 7     0.18% 7     0.06% 7     0.18% 7     0.18% 7     0.18% 7     0.06% 7
     
Total Fund Operating Expenses (after current expense limitations)
     1.30% 8     1.85% 8     1.85% 8     0.85% 8     1.12%       1.87%       1.87%       0.75%       1.10%       1.85%       1.85%       0.73%  

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1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of an AXA Enterprise Fund and GST Fund automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
5 If you redeem or exchange shares of the AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the AXA Enterprise Fund for the benefit of the remaining shareholders. A 2% redemption fee will be imposed on the redemption of shares (including by exchange) of the GST Fund held for 60 calendar days or less.
 
6 GSAM has entered into the following contractual fee reduction commitments for the GST Fund:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
High Yield Fund
     0.70%     First $2 Billion
      0.63%     Over $2 Billion
      Prior to this fee reduction commitment, the management fee for the GST Fund as an annual percentage rate of average daily net assets was 0.70%.
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.16% of the average daily net assets of the Fund’s Class A, B and C Shares, plus all other ordinary expenses not detailed above. “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of the Institutional Shares for the Fund. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, shareholder administration fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses) to 0.024% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to an Expense Limitation Agreement, AXA Equitable has agreed to make payments or waive its management, administration and other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Trust Trustees consent to an earlier revision or termination of this arrangement) so that the net annual fund operating expenses (as a percentage of average daily net assets) of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests and other extraordinary expenses) do not exceed 1.30% for Class A Shares, 1.85% for Class B and Class C Shares and 0.85% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the AXA Enterprise Fund’s expense ratio and such reimbursements do not exceed the AXA Enterprise Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.

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     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise High-Yield Bond Fund
                                
 
Class A Shares
   $ 584     $ 878     $ 1,193     $ 2,086  
 
Class B Shares
                                
   
- assuming complete redemption at end of period
   $ 690     $ 1,012     $ 1,260     $ 2,163  
   
- assuming no redemption
   $ 190     $ 612     $ 1,060     $ 2,163  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 290     $ 612     $ 1,060     $ 2,305  
   
- assuming no redemption
   $ 190     $ 612     $ 1,060     $ 2,305  
 
Class Y Shares
   $ 77     $ 291     $ 523     $ 1,189  
Goldman Sachs High Yield Fund
                                
 
Class A Shares
   $ 561     $ 796     $ 1,049     $ 1,774  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 692     $ 894     $ 1,221     $ 2,016  
   
- assuming no redemption
   $ 192     $ 594     $ 1,021     $ 2,016  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 292     $ 594     $ 1,021     $ 2,212  
   
- assuming no redemption
   $ 192     $ 594     $ 1,021     $ 2,212  
 
Institutional Shares
   $ 79     $ 246     $ 428     $ 954  
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 559     $ 790     $ 1,039     $ 1,752  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 690     $ 888     $ 1,211     $ 1,995  
   
- assuming no redemption
   $ 190     $ 588     $ 1,011     $ 1,995  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 290     $ 588     $ 1,011     $ 2,190  
   
- assuming no redemption
   $ 190     $ 588     $ 1,011     $ 2,190  
 
Institutional Shares
   $ 77     $ 240     $ 417     $ 930  
 
1 The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.

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      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A Shares, the assumed CDSC for Class B Shares and the assumed CDSC for Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

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AXA Enterprise High-Yield Bond Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 11/17/87)
                        
Return Before Taxes
     3.09%       6.52%       5.38%  
Return After Taxes on Distributions1
     0.68%       3.95%       2.36%  
Return After Taxes on Distributions and Sale of Fund Shares1
     1.94%       4.00%       2.65%  
Merrill Lynch High Yield Master Cash Pay Index2
     11.59%       9.84%       6.85%  
 
Class B (inception 5/1/95)
                        
Return Before Taxes
     2.57%       6.65%       5.42%  
Merrill Lynch High Yield Master Cash Pay Index
     11.59%       9.84%       6.85%  
 
Class C (inception 5/1/97)
                        
Return Before Taxes
     6.69%       6.95%       5.32%  
Merrill Lynch High Yield Master Cash Pay Index
     11.59%       9.84%       6.85%  
 
Class Y (inception 7/25/97)
                        
Return Before Taxes
     8.74%       8.04%       5.90%  
Merrill Lynch High Yield Master Cash Pay Index
     11.59%       9.84%       6.43%  
Goldman Sachs High Yield Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 8/1/97)
                        
Return Before Taxes
     11.29%       10.68%       6.91%  
Return After Taxes on Distributions1
     3.52%       6.42%       2.92%  
Return After Taxes on Distributions and Sale of Fund Shares1
     4.00%       6.29%       3.20%  
Lehman Brothers U.S. Corporate High Yield Bond Index — 2% Issuer Capped3
     10.76%       10.19%       6.10%  
 
Class B (inception 8/1/97)
                        
Return Before Taxes
     10.45%       9.85%       6.12%  
Lehman Brothers U.S. Corporate High Yield Bond Index — 2% Issuer Capped
     10.76%       10.19%       6.10%  
 
Class C (inception 8/15/97)
                        
Return Before Taxes
     10.47%       9.86%       6.16%  
Lehman Brothers U.S. Corporate High Yield Bond Index — 2% Issuer Capped
     10.76%       10.19%       6.19%  
 
Institutional Class (inception 8/1/97)
                        
Return Before Taxes
     11.69%       11.09%       7.31%  
Lehman Brothers U.S. Corporate High Yield Bond Index — 2% Issuer Capped
     10.76%       10.19%       6.10%  
 
1  The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2  The Merrill Lynch High Yield Master Cash Pay Index is a publicly reported unmanaged composite index of hypothetical return on investment in approximately 1075 high yield debt securities. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
3  The Lehman Brothers U.S. Corporate High Yield Bond Index — 2% Issuer Capped is an unmanaged index that covers the universe of U.S. dollar denominated, non-convertible, fixed rate, non-investment grade debt. The Index figures do not reflect any deduction for fees, expenses or taxes.

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Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix D.
         
    AXA Enterprise   Goldman Sachs
    High-Yield Bond Fund   High Yield Fund
         
Sales Charges and Distribution/Service
(Rule 12b-1) Fees		   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.

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    AXA Enterprise   Goldman Sachs
    High-Yield Bond Fund   High Yield Fund
         
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.
 
Redemption
Policies		   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) held for 60 calendar days or less.
Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of October 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on October 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would

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actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share.
                 
    AXA Enterprise High   Goldman Sachs High   Pro Forma   Pro Forma
    Yield Bond Fund   Yield Fund*   Adjustments   Combined Fund
                 
Net Assets:   $90,445
(Class A Shares)		   $1,395,265
(Class A Shares)		   $0   $1,485,710
(Class A Shares)
    $42,298
(Class B Shares)		   $96,743
(Class B Shares)		   $0   $139,041
(Class B Shares)
    $24,653
(Class C Shares)		   $90,528
(Class C Share)		   $0   $115,181
(Class C Shares)
    $13,661
(Class Y Shares)		   $1,296,428
(Institutional Shares)		   $0   $1,310,089
(Institutional Shares)
Net Asset Value
Per Share:		   $9.58
(Class A Shares)		   $8.04
(Class A Shares)		   $(9.58)   $8.04
(Class A Shares)
    $9.57
(Class B Shares)		   $8.05
(Class B Shares)		   $(9.57)   $8.05
(Class B Shares)
    $9.57
(Class C Shares)		   $8.04
(Class C Shares)		   $(9.57)   $8.04
(Class C Shares)
    $9.59
(Class Y Shares)		   $8.05
(Institutional Shares)		   $(9.59)   $8.05
(Institutional Shares)
Shares
Outstanding:		   9,439
(Class A Shares)		   173,625
(Class A Shares)		   1,726   184,790
(Class A Shares)
    4,418
(Class B Shares)		   12,023
(Class B Shares)		   831   17,272
(Class B Shares)
    2,576
(Class C Shares)		   11,263
(Class C Shares)		   487   14,326
(Class C Shares)
    1,425
(Class Y Shares)		   161,131
(Institutional Shares)		   188   162,744
(Institutional Shares)
 
* The Goldman Sachs High Yield Fund will be the accounting survivor for financial statement purposes.
*     *     *     *     *
Proposal 1(l): Approval of the Reorganization of the AXA Enterprise Short Duration Bond Fund into the Goldman Sachs Enhanced Income Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Short Duration Bond Fund into the Goldman Sachs Enhanced Income Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. The AXA Enterprise Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning

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the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Short Duration Bond Fund   Goldman Sachs Enhanced Income Fund
     
Investment Objective   Investment Objective
Seeks current income with reduced volatility of principal.   Seeks to generate return in excess of traditional money market products while maintaining an emphasis on preservation of capital and liquidity.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund invests at least 80% of its net assets, plus borrowings for investment purposes, in bonds and other debt securities. These securities may include U.S. Government bonds and notes, corporate bonds, municipal bonds, foreign debt securities, convertible securities, preferred stocks, asset-backed securities and mortgage related securities.   The Fund invests, under normal circumstances, primarily in a portfolio of fixed-income securities, including non-mortgage securities issued or guaranteed by the U.S. government, its agencies, instrumentalities or sponsored enterprises, corporate notes and commercial paper and fixed and floating rate asset- backed securities.
 
The Fund intends to invest only in investment grade fixed income securities and seeks to maintain a minimum average credit quality rating of “A” by Moody’s or Standard & Poor’s in its portfolio.   The Fund may invest across a broad range of high- grade fixed-income sectors with an emphasis on the preservation of capital and liquidity. The Fund’s investments must be rated at least A at the time of purchase (or determined by the adviser to be of comparable quality). The Fund seeks to maintain a weighted average credit quality of AA.
 
The Fund seeks to maintain a high level of share price stability by keeping the average duration of the overall portfolio between one year and three years. The Fund may adjust its holdings based on actual or anticipated changes in interest rates or credit quality. The Fund may also engage in risk management techniques, including futures contracts, swap agreements and other derivatives, in seeking to increase share price stability, increase income and otherwise manage the Fund’s exposure to investment risks.   The Fund has a target duration that is equal to that of the Six-Month U.S. Treasury Bill Index to One-Year U.S. Treasury Note Index. Historically, over the last ten years, the duration of this index has been approximately 0.75 years. The Fund’s expected approximate interest rate sensitivity is comparable to the 9-Month U.S. Treasury Bill.
 
The Fund may invest in securities with effective or final maturities of any length at the time of purchase. It is anticipated that the average effective maturity of the Fund will range from one to four years.   Except for asset-backed securities and Treasury Securities deliverable into futures transactions, the Fund will not invest in securities with remaining maturities of more than 5 years. With respect to asset-backed securities, the Fund will not invest in asset-backed securities with a weighted average life of more than 5 years.
 
The Fund will focus primarily on U.S. securities but may invest up to 20% of its total assets in U.S. dollar denominated fixed income securities of foreign issuers.   The Fund is permitted to invest in U.S. dollar denominated fixed income securities of foreign issuers.

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AXA Enterprise Short Duration Bond Fund   Goldman Sachs Enhanced Income Fund
     
In choosing investments, the sub-adviser searches for the best values on securities that meet the fund’s credit and maturity requirements.   In pursuing the Fund’s investment objective, the adviser will seek to enhance the Fund’s return by identifying those high grade fixed income securities that are within the maturity limitations discussed above and that the adviser believes offer advantageous yields relative to other similar securities.
 
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   For temporary defensive purposes the Fund may invest in U.S. Government Securities and repurchase agreement collateralized by U.S. Government Securities.
 
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by an investment sub-adviser selected by AXA Equitable. The Fund’s sub-adviser is BlackRock Financial Management, Inc.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Short Duration Bond Fund and Goldman Sachs Enhanced Income Fund are, in general, similar. One difference that should be noted is that the Goldman Sachs Enhanced Income Fund seeks to maintain a minimum average credit quality of AA, while the AXA Enterprise Fund seeks to maintain a minimum average credit quality of A. In addition, the GST Fund has a duration target equal to the Six-Month U.S. Treasury Bill Index to One-Year U.S. Treasury Note Index. Historically, over the last ten years, the duration of the Six-Month U.S. Treasury Bill Index/ One Year U.S. Treasury Note Index has been approximately 0.75 years. The duration of the AXA Enterprise Fund may range from 1 to 3 years. Also, the GST Fund generally does not invest in foreign securities, while the AXA Enterprise Fund may invest up to 20% of its assets in such securities.

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Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in fixed income securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
                 
    AXA Enterprise Short Duration   Goldman Sachs Enhanced
    Bond Fund   Income Fund
         
Net Asset Value Risk
     X       X  
Interest Rate Risk
     X       X  
Credit/ Default Risk
     X       X  
Call Risk
     X       X  
Extension Risk
     X       X  
U.S. Government Securities Risk
     X       X  
Derivatives Risk
     X       X  
Management Risk
     X       X  
Market Risk
     X       X  
Liquidity Risk
             X  
Foreign Risk
     X       X  
Emerging Countries Risk
     X          
Sovereign Risk
     X       X  
Issuer-Specific Risk
     X       X  
Sub-adviser Selection Risk
     X          
Investment Grade Securities Risk
     X       X  
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio (estimated annual operating expense ratio with respect to Class B shares) of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Short Duration Bond Fund and the Goldman Sachs Enhanced Income Fund based on actual expenses for a recent twelve month period (except that the fees and expenses of the Class B Shares of the GST Fund are estimated) and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be

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considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the fiscal year ended October 31, 2006 (except with respect to the Class B Shares of the GST Fund as noted above). The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on November 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended October 31, 2006. For financial statement purposes, the Goldman Sachs Enhanced Income Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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        Goldman Sachs Enhanced    
    AXA Enterprise Short Duration Bond Fund   Income Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Institutional   Class A   Class B   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                         
Shareholder Fees
(fees paid directly from your investment):
                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     3.50% 1     None       None       None       1.50% 1     None       None       1.50% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     None       None 1     5.00% 3     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None  
Redemption Fees9
     2.00% 5     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None  
                                                                                 
        Goldman Sachs Enhanced    
    AXA Enterprise Short Duration Bond Fund   Income Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Institutional   Class A   Class B   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                         
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                
Management Fees
     0.43%       0.43%       0.43%       0.43%       0.25% 6     0.25% 6     0.25% 6     0.25% 6     0.25% 6     0.25% 6
Distribution and Service (12b-1) Fees
     0.25%       1.00%       1.00%       None       0.25%       1.00%       None       0.25%       1.00%       None  
Other Expenses*
     0.55%       0.55%       0.55%       0.55%       0.28% 7     0.28% 7     0.16% 7     0.28% 7     0.28% 7     0.16% 7
     
Total Fund Operating Expenses*
     1.23% 8     1.98% 8     1.98% 8     0.98% 8     0.78%       1.53%       0.41%       0.78%       1.53%       0.41%  
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, the GST Fund and the Combined Fund are as set forth below.
                                                                                 
        Goldman Sachs Enhanced    
    AXA Enterprise Short Duration Bond Fund   Income Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Institutional   Class A   Class B   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                         
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                
Management Fees
     0.10%       0.10%       0.10%       0.10%       0.20% 6     0.20% 6     0.20% 6     0.20% 6     0.20% 6     0.20% 6
Distribution and Service (12b-1) Fees
     0.25%       1.00%       1.00%       None       0.25%       1.00%       None       0.25%       1.00%       None  
Other Expenses
     0.55%       0.55%       0.55%       0.55%       0.17% 7     0.17% 7     0.05% 7     0.17% 7     0.17% 7     0.05% 7
     
Total Fund Operating Expenses (after current expense limitations)
     0.90% 8     1.65% 8     1.65% 8     0.65% 8     0.62%       1.37%       0.25%       0.62%       1.37%       0.25%  

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1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of the AXA Enterprise Fund and GST Fund automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund redeemed within 12 months of purchase.
 
5 If you redeem or exchange shares of the AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the AXA Enterprise Fund for the benefit of the remaining shareholders.
 
6 GSAM has entered into the following contractual fee reduction commitments for the GST Fund:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Enhanced Income Fund
     0.25%     First $1 Billion
      0.23%     Next $1 Billion
      0.22%     Over $2 Billion
  Prior to this fee reduction commitment, the management fee for the GST Fund as an annual percentage rate of average daily net assets was 0.25%.
 
  GSAM has voluntarily agreed not to impose a portion of the management fee on the GST Fund equal to 0.05% of the Fund’s average daily net assets. As a result of fee waivers, the current management fee of the GST Fund is 0.20% of the Fund’s average daily net assets. This waiver may be terminated at any time at the option of GSAM.
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.16% of the average daily net assets of the Fund’s Class A and B Shares, plus all other ordinary expenses not detailed above. “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of the Institutional Shares for the Fund. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, shareholder administration fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses) to 0.014% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to an Expense Limitation Agreement, AXA Equitable has agreed to make payments or waive its management, administration and other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Trust Trustees consent to an earlier revision or termination of this arrangement) so that the net annual fund operating expenses (as a percentage of average daily net assets) of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests and other extraordinary expenses) do not exceed 0.90% for Class A Shares, 1.65% for Class B and Class C Shares and 0.65% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the AXA Enterprise Fund’s expense ratio and such reimbursements do not exceed the AXA Enterprise Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing

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in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Short Duration Bond Fund
                                
 
Class A Shares
   $ 438     $ 694     $ 970     $ 1,754  
 
Class B Shares
                                
   
- assuming complete redemption at end of period
   $ 667     $ 988     $ 1,234     $ 2,079  
   
- assuming no redemption
   $ 167     $ 588     $ 1,034     $ 2,079  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 267     $ 588     $ 1,034     $ 2,273  
   
- assuming no redemption
   $ 167     $ 588     $ 1,034     $ 2,273  
 
Class Y Shares
   $ 66     $ 278     $ 508     $ 1,168  
Goldman Sachs Enhanced Income Fund
                                
 
Class A Shares
   $ 228     $ 395     $ 577     $ 1,102  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 656     $ 783     $ 1,034     $ 1,621  
   
- assuming no redemption
   $ 156     $ 483     $ 834     $ 1,621  
 
Institutional Shares
   $ 42     $ 132     $ 230     $ 518  
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 228     $ 395     $ 577     $ 1,102  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 656     $ 783     $ 1,034     $ 1,621  
   
- assuming no redemption
   $ 156     $ 483     $ 834     $ 1,621  
 
Institutional Shares
   $ 42     $ 132     $ 230     $ 518  
 
1  The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.
      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.

142

 

Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A Shares, the assumed CDSC for Class B Shares and the assumed CDSC for Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.
AXA Enterprise Short Duration Bond Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 11/29/02)
                        
Return Before Taxes
     0.33%       N/A       1.70%  
Return After Taxes on Distributions1
     -1.04%       N/A       0.65%  
Return After Taxes on Distributions and Sale of Fund Shares1
     0.20%       N/A       0.84%  
Lehman Brothers 1-3 Year Government/ Credit Index2
     4.25%       N/A       2.74%  
 
Class B (inception 11/29/02)
                        
Return Before Taxes
     -1.76%       N/A       1.37%  
Lehman Brothers 1-3 Year Government/ Credit Index
     4.25%       N/A       2.74%  
 
Class C (inception 11/29/02)
                        
Return Before Taxes
     2.14%       N/A       1.80%  
Lehman Brothers 1-3 Year Government/ Credit Index
     4.25%       N/A       2.74%  
 
Class Y (inception 11/29/02)
                        
Return Before Taxes
     4.26%       N/A       2.83%  
Lehman Brothers 1-3 Year Government/ Credit Index
     4.25%       N/A       2.74%  

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Goldman Sachs Enhanced Income Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 8/2/00)
                        
Return Before Taxes
     4.53%       2.28%       3.34%  
Return After Taxes on Distributions1
     1.53%       0.78%       1.70%  
Return After Taxes on Distributions and Sale of Fund Shares1
     1.89%       0.97%       1.79%  
Six-Month U.S. Treasury Bill Index3
     4.81%       2.52%       3.21%  
One-Year U.S. Treasury Note Index4
     4.32%       2.43%       3.38%  
 
The Class B Shares of the GST Fund have not yet commenced operations and are being established in connection with the proposed
   Reorganization
 
Class C shareholders of the AXA Enterprise Fund will receive Class A Shares of the GST Fund in connection with the Reorganization.
   Information regarding the performance of the Class A Shares of the GST Fund is shown above
 
Institutional Class (inception 8/2/00)
                        
Return Before Taxes
     4.81%       2.64%       3.71%  
Six-Month U.S. Treasury Bill Index
     4.81%       2.52%       3.21%  
One-Year U.S. Treasury Note Index
     4.32%       2.43%       3.38%  
 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The Lehman Brothers 1-3 Year Government/ Credit Index is an unmanaged index that is a subset of the Lehman Brothers Government Credit Index and includes all government and investment grade corporate bonds with maturities of one to three years. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
3 The Six-Month U.S. Treasury Bill Index is an unmanaged index that tracks the performance of U.S. Treasury Bill with maturities of approximately six months. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
4 The One-Year U.S. Treasury Note Index is an unmanaged index that tracks the performance of U.S. Treasury Notes with maturities of approximately one year. The Index figures do not reflect any deduction for fees, expenses or taxes.

144

 

Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix D.
         
    AXA Enterprise Short Duration Bond Fund   Goldman Sachs Enhanced Income Fund
         
Sales Charges and Distribution/Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 3.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% (subject to a maximum of 0.45%) of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 1.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C shareholders of the AXA Enterprise Fund will receive Class A Shares of the Fund in connection with the Reorganization. Information regarding the sales charges and distribution/service (Rule 12b-1) fees for the Class A Shares of the GST Fund is shown above.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.

145

 

         
    AXA Enterprise Short Duration Bond Fund   Goldman Sachs Enhanced Income Fund
         
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.
 
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.

146

 

Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of October 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on October 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share.
                 
    AXA Enterprise   Goldman Sachs        
    Short Duration   Enhanced   Pro Forma   Pro Forma
    Bond Fund   Income Fund*   Adjustments   Combined Fund
                 
Net Assets:   $16,869
(Class A Shares)		   $36,333
(Class A Shares)		   $4,496   $57,698
(Class A Shares)
    $6,569
(Class B Shares)		   $0
(Class B Shares)		   $0   $6,569
(Class B Shares)
    $4,496
(Class C Shares)		       $(4,496)    
    $21,624
(Class Y Shares)		   $173,430
(Institutional Shares)		   $0   $195,054
(Institutional Shares)
Net Asset Value
Per Share:		   $9.83
(Class A Shares)		   $9.73
(Class A Shares)		   $(9.83)   $9.73
(Class A Shares)
    $9.81
(Class B Shares)		   $0.00
(Class B Shares)		   $(0.08)   $9.73
(Class B Shares)
    $9.81
(Class C Shares)		       $(9.81)    
    $9.83
(Class Y Shares)		   $9.72
(Institutional Shares)		   $(9.83)   $9.72
(Institutional Shares)
Shares Outstanding:   1,716
(Class A Shares)		   3,734
(Class A Shares)		   480   5,930
(Class A Shares)
    670
(Class B Shares)		   0
(Class B Shares)		   5   675
(Class B Shares)
    458
(Class C Shares)		       (458)    
    2,199
(Class Y Shares)		   17,846
(Institutional Shares)		   26   20,071
(Institutional Shares)
 
* The Goldman Sachs Enhanced Income Fund will be the accounting survivor for financial statement purposes.
*     *     *     *     *
Proposal 1(m): Approval of the Reorganization of the AXA Enterprise Tax-Exempt Income Fund into the Goldman Sachs Municipal Income Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Tax-Exempt Income Fund into the Goldman Sachs Municipal Income Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.

147

 

Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. The AXA Enterprise Fund has a policy that, to the extent required by SEC regulations, any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name requires shareholder approval. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Tax-Exempt Income Fund   Goldman Sachs Municipal Income Fund
     
Investment Objective   Investment Objective
Seeks high level of current income exempt from federal income tax, with consideration given to preservation of principal.   Seeks a high level of current income that is exempt from regular federal income tax, consistent with preservation of capital.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in investments, the income from which is exempt from federal income tax or from both federal and state income tax. The issuers of these securities may be located in any state, territory or possession of the United States.   The Fund invests, under normal market conditions, at least 80% of its Net Assets in Municipal Securities, the interest on which is exempt from regular federal income tax (i.e., excluded from gross income for federal income tax purposes).
 
The Fund generally invests in investment grade municipal securities (i.e., those securities rated BBB or better by Standard & Poor’s or Baa or better by Moody’s or unrated securities of similar quality).   The Fund’s investments must be rated at least BBB or Baa at the time of purchase (or determined by the adviser to be of comparable quality). The Fund seeks to maintain a weighted average credit quality of A.
 
The Fund will not invest more than 20% of its net assets in municipal securities, the interest on which is a tax preference item for purposes of the federal alternative minimum tax.   The Fund may invest up to 100% of its Net Assets in private activity bonds, the interest on which (including the Fund’s distributions of such interest) may be a preference item for purposes of the federal alternative minimum tax.
 
While there are no maturity restrictions on the municipal securities in which the Fund may invest, the average weighted maturity is expected to range from 10 to 25 years. The sub-adviser actively manages the Fund’s average maturity and, in some cases, may utilize futures contracts and options on futures as a defensive measure according to its judgment of anticipated changes in interest rates.   The Fund has a target duration that is equal to that of the Lehman Brothers Aggregate Municipal Bond Index, plus or minus one year. Historically, over the last ten years, the duration of this index has ranged between 6 and 8 years. The Fund has a maximum duration of 12 years. The Fund’s expected approximate interest rate sensitivity is comparable to a 15-year municipal bond.
 
The Fund invests all of its assets in U.S. dollar denominated securities.   Same.
 
The Fund may invest up to 20% of its net assets in cash, cash equivalents and debt securities, the interest from which may be subject to federal income tax. Investments in taxable securities generally will be limited to investment grade corporate debt securities and U.S. Government securities.   Same.

148

 

     
AXA Enterprise Tax-Exempt Income Fund   Goldman Sachs Municipal Income Fund
     
The Fund may use derivatives, including purchasing put and call options and writing covered put and call options on securities it may purchase. The Fund also may invest in mortgage-backed securities. The Fund also may invest in floating rate and variable rate tax exempt securities.   Same, subject to the Fund’s other investment policies.
 
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   For temporary defensive purposes the Fund may invest in U.S. Government Securities and repurchase agreements collateralized by U.S. Government Securities.
 
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by an investment sub-adviser selected by AXA Equitable. The Fund’s sub-adviser is MBIA Capital Management Corp.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Tax-Exempt Income Fund and Goldman Sachs Municipal Income Fund are, in general, similar. One difference that should be noted is that the Goldman Sachs Municipal Income Fund has a duration target equal to the Lehman Brothers Aggregate Municipal Bond Index, plus or minus one year, with a maximum duration of 12 years. Historically, over the last ten years, the duration of the Lehman Brothers Aggregate Municipal Bond Index has ranged between six and eight years. The AXA Enterprise Tax-Exempt Income Fund has no specific target duration and its average weighted maturity may range from 10 to 25 years. In addition, the GST Fund may invest up to 100% of its Net Assets in private activity bonds, the interest on which (including the Fund’s distributions of such interest) may be a preference item for purposes of the federal alternative minimum tax, while the AXA Enterprise Fund may not invest more than 20% of its net assets in such securities.

149

 

Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in fixed income securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
                 
    AXA Enterprise Tax-Exempt   Goldman Sachs Municipal
    Income Fund   Income Fund
         
Net Asset Value Risk
     X       X  
Interest Rate Risk
     X       X  
Credit/ Default Risk
     X       X  
Call Risk
     X       X  
Extension Risk
     X       X  
U.S. Government Securities Risk
     X       X  
Derivatives Risk
     X       X  
Management Risk
     X       X  
Market Risk
     X       X  
Liquidity Risk
             X  
Tax Risk
     X       X  
Concentration Risk
             X  
Issuer-Specific Risk
     X       X  
Sub-adviser Selection Risk
     X          
Investment Grade Securities Risk
     X       X  
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that Class A and Class Y shareholders of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. However, it is expected that Class B and Class C shareholders of the AXA Enterprise Fund will incur higher annual operating expense ratios (approximately 10 basis points higher) as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratios of the Class A and Institutional Shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently are lower than those of the corresponding class of shares of the AXA Enterprise Fund, as are the pro forma net annual operating expense ratios of these classes of shares of the combined GST Fund. The annual operating expense ratios of the Class B Shares and Class C Shares of the GST Fund (after taking into account the expense limitation arrangements) currently are 10 basis points higher than those of the Class B Shares and Class C Shares of the AXA Enterprise Fund, as are the pro forma net annual operating expense ratios of the Class B Shares and Class C Shares of the combined GST Fund, and would be 27 and 26 basis points lower, respectively, absent the expense limitation arrangements currently in effect. GSAM has agreed in the Reorganization Agreement that it will cap the net annual fund operating expenses of the Goldman Sachs Municipal Income Fund (Class B and Class C Shares) for one year from the effective time of the Reorganization of the GST Fund to the extent necessary to ensure that the net annual operating expense ratio of each such class of shares of the GST Fund does not exceed the current net annual operating expense ratio for such class of shares of the GST Fund as set forth in the tables below.

150

 

      The following tables: (1) compare the fees and expenses for the AXA Enterprise Tax-Exempt Income Fund and the Goldman Sachs Municipal Income Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the fiscal year ended October 31, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on November 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended October 31, 2006. For financial statement purposes, the Goldman Sachs Municipal Income Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

151

 

                                                                                                 
    AXA Enterprise Tax-Exempt   Goldman Sachs Municipal    
    Income Fund   Income Fund   Combined Fund Pro forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       None       4.50% 1     None       None       None       4.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees5
     2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                 
    AXA Enterprise Tax-Exempt   Goldman Sachs Municipal    
    Income Fund   Income Fund   Combined Fund Pro forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.48%       0.48%       0.48%       0.48%       0.55% 6     0.55% 6     0.55% 6     0.55% 6     0.55% 6     0.55% 6     0.55% 6     0.55% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     0.74%       0.74%       0.74%       0.74%       0.36% 7     0.37% 7     0.36% 7     0.24% 7     0.36% 7     0.37% 7     0.36% 7     0.24% 7
     
Total Fund Operating Expenses*
     1.67% 8     2.22% 8     2.22% 8     1.22% 8     1.16%       1.92%       1.91%       0.79%       1.16%       1.92%       1.91%       0.79%  
 
* The “Management Fees”, “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, the GST Fund and the Combined Fund are as set forth below.
                                                                                                 
    AXA Enterprise Tax-Exempt   Goldman Sachs Municipal    
    Income Fund   Income Fund   Combined Fund Pro forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.00%       0.00%       0.00%       0.00%       0.50% 6     0.50% 6     0.50% 6     0.50% 6     0.50% 6     0.50% 6     0.50% 6     0.50% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.65%       0.65%       0.65%       0.65%       0.25% 7     0.25% 7     0.25% 7     0.13% 7     0.25% 7     0.25% 7     0.25% 7     0.13% 7
     
Total Fund Operating Expenses (after current expense limitations)
     1.10% 8     1.65% 8     1.65% 8     0.65% 8     1.00%       1.75% 6     1.75% 6     0.63% 6     1.00%       1.75%       1.75%       0.63%  

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1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of an AXA Enterprise Fund and GST Fund automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
5 If you redeem or exchange shares of the AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the AXA Enterprise Fund for the benefit of the remaining shareholders.
 
6 GSAM has entered into the following contractual fee reduction commitments for the GST Fund:
             
    Management Fee   Average Daily Net
GST Fund   Annual Rate   Assets
         
Municipal Income Fund
     0.55%     First $1 Billion
      0.50%     Next $1 Billion
      0.48%     Over $2 Billion
  Prior to this fee reduction commitment, the management fee for the GST Fund as an annual percentage rate of average daily net assets was 0.55%. The annual operating expenses of the GST Fund have been restated to reflect a contractual reduction in transfer agent fees from an annual rate of 0.19% to an annual rate of 0.16% of the average daily net assets the GST Fund’s Class A, Class B and Class C Shares.
 
  GSAM has voluntarily agreed not to impose a portion of the management fee on the GST Fund equal to 0.05% of the Fund’s average daily net assets. As a result of fee waivers, the current management fee of the GST Fund is 0.50% of the GST Fund’s average daily net assets. This waiver may be terminated at any time at the option of GSAM.
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.16% of the average daily net assets of the Fund’s Class A, B and C Shares, plus all other ordinary expenses not detailed above. “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of the Institutional Shares for the Fund. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, shareholder administration fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses) to 0.004% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to an Expense Limitation Agreement, AXA Equitable has agreed to make payments or waive its management, administration and other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Trust Trustees consent to an earlier revision or termination of this arrangement) so that the net annual fund operating expenses (as a percentage of average daily net assets) of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests and other extraordinary expenses) do not exceed 1.10% for Class A Shares, 1.65% for Class B and Class C Shares and 0.65% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the AXA Enterprise Fund’s expense ratio and such reimbursements do not exceed the AXA Enterprise Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing

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in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Tax-Exempt Income Fund
                                
 
Class A Shares
   $ 582     $ 921     $ 1,284     $ 2,302  
 
Class B Shares
                                
   
- assuming complete redemption at end of period
   $ 667     $ 1,036     $ 1,332     $ 2,358  
   
- assuming no redemption
   $ 167     $ 636     $ 1,132     $ 2,358  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 267     $ 636     $ 1,132     $ 2,497  
   
- assuming no redemption
   $ 167     $ 636     $ 1,132     $ 2,497  
 
Class Y Shares
   $ 66     $ 329     $ 612     $ 1,419  
Goldman Sachs Municipal Income Fund
                                
 
Class A Shares
   $ 563     $ 802     $ 1,060     $ 1,796  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 695     $ 903     $ 1,237     $ 2,046  
   
- assuming no redemption
   $ 195     $ 603     $ 1,037     $ 2,046  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 294     $ 600     $ 1,032     $ 2,233  
   
- assuming no redemption
   $ 194     $ 600     $ 1,032     $ 2,233  
 
Institutional Shares
   $ 81     $ 252     $ 439     $ 978  
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 563     $ 802     $ 1,060     $ 1,796  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 695     $ 903     $ 1,237     $ 2,046  
   
- assuming no redemption
   $ 195     $ 603     $ 1,037     $ 2,046  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 294     $ 600     $ 1,032     $ 2,233  
   
- assuming no redemption
   $ 194     $ 600     $ 1,032     $ 2,233  
 
Institutional Shares
   $ 81     $ 252     $ 439     $ 978  
 
1  The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.
      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or

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Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A Shares, the assumed CDSC for Class B Shares and the assumed CDSC for Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

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AXA Enterprise Tax-Exempt Income Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 11/17/87)
                        
Return Before Taxes
     -1.80%       3.38%       4.02%  
Return After Taxes on Distributions1
     -1.95%       3.29%       3.85%  
Return After Taxes on Distributions and Sale of Fund Shares1
     0.30%       3.41%       3.93%  
Lehman Brothers Municipal Bond Index2
     4.84%       5.53%       5.76%  
 
Class B (inception 5/1/95)
                        
Return Before Taxes
     -2.31%       3.48%       4.07%  
Lehman Brothers Municipal Bond Index
     4.84%       5.53%       6.13%  
 
Class C (inception 5/1/97)
                        
Return Before Taxes
     1.55%       3.83%       4.07%  
Lehman Brothers Municipal Bond Index
     4.84%       5.53%       5.89%  
 
Class Y (inception 11/17/98)
                        
Return Before Taxes
     3.56%       4.87%       4.57%  
Lehman Brothers Municipal Bond Index
     4.84%       5.53%       5.22%  
Goldman Sachs Municipal Income Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 7/20/93)
                        
Return Before Taxes
     4.83%       5.44%       5.37%  
Return After Taxes on Distributions1
     0.10%       4.47%       4.86%  
Return After Taxes on Distributions and Sale of Fund Shares1
     1.45%       4.44%       4.80%  
Lehman Brothers Aggregate Municipal Bond Index3
     4.84%       5.53%       5.75%  
 
Class B (inception 5/1/96)
                        
Return Before Taxes
     4.05%       4.65%       4.58%  
Lehman Brothers Aggregate Municipal Bond Index
     4.84%       5.53%       5.75%  
 
Class C (inception 8/15/97)
                        
Return Before Taxes
     4.05%       4.64%       4.34%  
Lehman Brothers Aggregate Municipal Bond Index
     4.84%       5.53%       5.59%  
 
Institutional Class (inception 8/15/97)
                        
Return Before Taxes
     5.22%       5.85%       5.53%  
Lehman Brothers Aggregate Municipal Bond Index
     4.84%       5.53%       5.59%  
 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The Lehman Brothers Municipal Bond Index is an unmanaged index of state and local general obligation bonds, revenue bonds, insured bonds (with ratings of Aaa by Moody’s or AAA by Standard & Poor’s) and prefunded bonds with a minimum credit rating by Moody’s of Baa3 and a remaining maturity of at least one year. The Index figures do not reflect any deduction for fees, expenses or taxes.

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3 The Lehman Brothers Aggregate Municipal Bond Index is an unmanaged broad-based total return index composed of approximately 8,000 investment grade, fixed rate, and tax-exempt issues, with a remaining maturity of at least one year. The Index figures do not reflect any deduction for fees, expenses or taxes.
Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix D.
         
    AXA Enterprise   Goldman Sachs
    Tax-Exempt Income Fund   Municipal Income Fund
         
Sales Charges and Distribution/ Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.

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    AXA Enterprise   Goldman Sachs
    Tax-Exempt Income Fund   Municipal Income Fund
         
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 calendar days or less may, however, be subject to a redemption fee.
 
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) held for 30 calendar days or less.
Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of October 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on October 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would

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actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share.
                         
    AXA Enterprise   Goldman Sachs        
    Tax-Exempt   Municipal   Pro Forma   Pro Forma
    Income Fund   Income Fund*   Adjustments   Combined Fund
                 
Net Assets:     $16,199
(Class A Shares)		       $302,271
(Class A Shares)		    
$0		   $318,470
(Class A Shares)
      $3,856
(Class B Shares)		       $11,698
(Class B Shares)		    
$0		   $15,554
(Class B Shares)
      $2,551
(Class C Shares)		       $9,777
(Class C Shares)		    
$0		   $12,328
(Class C Shares)
      $50
(Class Y Shares)		       $152,070
(Institutional Shares)		    
$0		   $152,120
(Institutional Shares)
Net Asset Value Per Share:     $13.79
(Class A Shares)		       $15.80
(Class A Shares)		    
$(13.79)		   $15.80
(Class A Shares)
      $13.80
(Class B Shares)		       $15.81
(Class B Shares)		    
$(13.80)		   $15.81
(Class B Shares)
      $13.80
(Class C Shares)		       $15.81
(Class C Shares)		    
$(13.80)		   $15.81
(Class C Shares)
      $13.80
(Class Y Shares)		       $15.80
(Institutional Shares)		    
$(13.80)		   $15.80
(Institutional Shares)
Shares Outstanding:     1,175
(Class A Shares)		       19,125
(Class A Shares)		    
(144)		   20,156
(Class A Shares)
      279
(Class B Shares)		       740
(Class B Shares)		    
(35)		   984
(Class B Shares)
      185
(Class C Shares)		       618
(Class C Shares)		    
(23)		   780
(Class C Shares)
      4
(Class Y Shares)		       9,623
(Institutional Shares)		    
1		   9,628
(Institutional Shares)
 
* The Goldman Sachs Municipal Income Fund will be the accounting survivor for financial statement purposes.
*    *    *    *    *
Proposal 1(n): Approval of the Reorganization of the AXA Enterprise Money Market Fund into the Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Money Market Fund into the Goldman Sachs ILA Prime Obligations Portfolio. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment

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Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Money Market Fund   Goldman Sachs ILA Prime Obligations Portfolio
     
Investment Objective   Investment Objective
Seeks highest possible level of current income consistent with preservation of capital and liquidity.   Seeks to maximize current income to the extent consistent with the preservation of capital and the maintenance of liquidity.
 
Investment Policies   Investment Policies
Under normal circumstances, the fund intends to invest only in short-term, high quality dollar-denominated securities. These securities may be issued by U.S. companies, U.S. and foreign banks, U.S. and foreign governments, U.S. agencies, states and municipalities and international organizations, such as the World Bank and the International Monetary Fund. The fund’s principal investments include bank obligations, commercial paper and corporate obligations. The fund may also invest in repurchase agreements based on these securities.   The Fund pursues its investment objective by investing in U.S. Government Securities, obligations of U.S. banks, commercial paper and other short-term obligations of U.S. companies, states, municipalities and other entities and repurchase agreements.
 
The fund will maintain a weighted average portfolio maturity of 90 days or less, and will not invest in securities with remaining maturities of more than 13 months.   Same.
 
All securities purchased by the fund must meet the requirements of Rule 2a-7 under the 1940 Act, which is designed to mitigate the risk of loss.   Same.
 
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by an investment sub-adviser selected by AXA Equitable. The Fund’s sub-adviser is The Dreyfus Corporation.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Money Market Fund and Goldman Sachs ILA Prime Obligations Portfolio are, in general, similar. One difference that should be noted is that the AXA Enterprise Fund may invest in securities issued by foreign banks, while the GST Fund may not.
Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an

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explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
                 
    AXA Enterprise   Goldman Sachs ILA Prime
    Money Market Fund   Obligations Portfolio
         
Net Asset Value Risk     X       X  
Interest Rate Risk
     X       X  
Credit/ Default Risk
     X       X  
U.S. Government Securities Risk
     X       X  
Management Risk
     X          
Liquidity Risk
             X  
Sub-adviser Selection Risk
     X          
Foreign Securities Risk
     X          
Banking Industry Sector Risk
     X          
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of the AXA Enterprise Fund will incur higher annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratios of the Service Shares of the GST Fund (after taking into account any expense limitation arrangements) currently are 13 basis points higher than that of the Class A Shares and Class Y Shares of the AXA Enterprise Fund, as are the pro forma net annual operating expense ratios of these classes of shares of the combined GST Fund, and would be 37 basis points lower absent the expense limitation arrangements currently in effect. The annual operating expense ratios for the Class B Shares and Class C Shares of the GST Fund (after taking into account any expense limitation arrangements) currently are 73 basis points higher than those of the Class B Shares and Class C Shares of the AXA Enterprise Fund, as are the pro forma net annual operating expense ratios of these classes of shares of the combined GST Fund, and would be 23 basis points higher absent the expense limitation arrangements currently in effect. GSAM has agreed in the Reorganization Agreement that it will cap the net annual fund operating expenses of the ILA Prime Obligations Portfolio (Service, Class B and Class C Shares) for one year from the effective time of the Reorganization of the GST Fund to the extent necessary to ensure that the net annual operating expense ratio of each such class of shares of the GST Fund does not exceed the current net annual operating expense ratio for such class of shares of the GST Fund as set forth in the tables below.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Money Market Fund and the Goldman Sachs ILA Prime Obligations Portfolio based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended June 30, 2006, respectively. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on July 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended June 30, 2006. For financial statement

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purposes, the Goldman Sachs ILA Prime Obligations Portfolio will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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    AXA Enterprise   Goldman Sachs ILA    
    Money Market Fund   Prime Obligations Portfolio   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   ILA Service   ILA Class B   ILA Class C   ILA Service   ILA Class B   ILA Class C
    Shares   Shares   Shares   Shares   Shares1   Shares1   Shares1   Shares1   Shares1   Shares1
                                         
Shareholder Fees
(fees paid directly from your investment):
                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     None       None       None       None       None       None       None       None       None       None  
Maximum Deferred Sales Charge (Load)
     None 2     None 2     None 2     None       None       5.0% 3     1.0% 4     None       5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     None       None       None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None  
                                                                                   
    AXA Enterprise   Goldman Sachs ILA    
    Money Market Fund   Prime Obligations Portfolio   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   ILA Service   ILA Class B   ILA Class C   ILA Service   ILA Class B   ILA Class C
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                         
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                
Management Fees
     0.33%       0.33%       0.33%       0.33%       0.35% 5     0.35% 5     0.35% 5     0.35% 5     0.35% 5     0.35% 5
Distribution and Service (12b-1) Fees
     None       None       None       None       N/A       1.00%       1.00%       N/A       1.00%       1.00%  
Other Expenses*
     0.90%       0.90%       0.90%       0.90%       0.51%       0.11%       0.11%       0.50%       0.10%       0.10%  
 
Service Fees
     N/A       N/A       N/A       N/A       0.25% 6     N/A       N/A       0.25% 6     N/A       N/A  
 
Shareholder Administration Fees
     N/A       N/A       N/A       N/A       0.15%       N/A       N/A       0.15%       N/A       N/A  
 
All Other Expenses
     N/A       N/A       N/A       N/A       0.11%       N/A       N/A       0.10%       N/A       N/A  
     
Total Fund Operating Expenses*
     1.23% 7     1.23% 7     1.23% 7     1.23% 7     0.86%       1.46%       1.46%       0.85%       1.45%       1.45%  
 
* As a result of waivers and expense limitations, “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, the GST Fund and the Combined Fund are as set forth below. The waivers and expense limitations may be terminated or modified at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.
                                                                                   
    AXA Enterprise   Goldman Sachs ILA    
    Money Market Fund   Prime Obligations Portfolio   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   ILA Service   ILA Class B   ILA Class C   ILA Service   ILA Class B   ILA Class C
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                         
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                
Management Fees
     0.00%       0.00%       0.00%       0.00%       0.35% 5     0.35% 5     0.35% 5     0.35% 5     0.35% 5     0.35% 5
Distribution and Service (12b-1) Fees
     None       None       None       None       N/A       1.00%       1.00%       N/A       1.00%       1.00%  
Other Expenses
     0.70%       0.70%       0.70%       0.70%       0.48% 8     0.08% 8     0.08% 8     0.48%       0.08%       0.08%  
 
Service Fees
     N/A       N/A       N/A       N/A       0.25% 6     N/A       N/A       0.25% 6     N/A       N/A  
 
Shareholder Administration Fees
     N/A       N/A       N/A       N/A       0.15%       N/A       N/A       0.15%       N/A       N/A  
 
All Other Expenses
     N/A       N/A       N/A       N/A       0.06%       N/A       N/A       0.06%       N/A       N/A  
     
Total Fund Operating Expenses (after current expense limitations)
     0.70% 7     0.70% 7     0.70% 7     0.70% 7     0.83%       1.43%       1.43%       0.83%       1.43%       1.43%  

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1 Investors wishing to purchase shares of the ILA Prime Obligations Portfolio are generally required to purchase ILA Service Shares. ILA Class B and Class C Shares of the Prime Obligations Portfolio will typically be acquired in exchange for Class B or Class C Shares, respectively, of another Goldman Sachs Fund.
 
2 When you exchange shares of another AXA Enterprise Fund into shares of the Money Market Fund, the holding period for purposes of determining the CDSC will continue to run while you hold your shares of the Money Market Fund. If you redeem those shares of the Money Market Fund, the applicable CDSC will apply.
 
3 A CDSC is imposed upon ILA Class B Shares of the GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of the AXA Enterprise Fund and ILA Class B Shares of the GST Fund automatically convert to Class A Shares and ILA Service Class, respectively, shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on ILA Class C Shares of the GST Fund redeemed within 12 months of purchase.
 
5 GSAM is entitled to management fees from certain GST Funds at annual rates equal to the following percentages of the average daily net assets of the GST Funds:
         
    Management Fee
GST Fund   Annual Rate
     
ILA Prime Obligations Portfolio
     0.35 %
6 Service Organizations may charge other fees directly to their customers who are the beneficial owners of ILA Service Shares in connection with their customers’ accounts. Such fees may affect the return such customers realize with respect to their investments.
 
7 Pursuant to an Expense Limitation Agreement, AXA Equitable has agreed to make payments or waive its management, administration and other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Trust Trustees consent to an earlier revision or termination of this arrangement) so that the net annual fund operating expenses (as a percentage of average daily net assets) of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests and other extraordinary expenses) do not exceed 0.70% for each Class of shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the AXA Enterprise Fund’s expense ratio and such reimbursements do not exceed the AXA Enterprise Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
 
8 GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, shareholder administration fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses) to 0.434% of the GST Fund’s average daily net assets.

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     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y, ILA Service Shares, ILA B Shares or ILA C Shares of the AXA Enterprise Fund, the GST Fund or the Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Money Market Fund
                                
 
Class A Shares
   $ 71     $ 336     $ 622     $ 1,435  
 
Class B Shares
                                
   
- assuming complete redemption at end of period
   $ 71     $ 336     $ 622     $ 1,435  
   
- assuming no redemption
   $ 71     $ 336     $ 622     $ 1,435  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 71     $ 336     $ 622     $ 1,435  
   
- assuming no redemption
   $ 71     $ 336     $ 622     $ 1,435  
 
Class Y Shares
   $ 71     $ 336     $ 622     $ 1,435  
Goldman Sachs ILA Prime Obligations Portfolio
                                
 
ILA Service Shares
   $ 88     $ 274     $ 477     $ 1,061  
 
ILA B Shares1
                                
   
- assuming complete redemption at end of period
   $ 649     $ 762     $ 997     $ 1,584  
   
- assuming no redemption
   $ 149     $ 462     $ 797     $ 1,584  
 
ILA C Shares
                                
   
- assuming complete redemption at end of period
   $ 249     $ 462     $ 797     $ 1,746  
   
- assuming no redemption
   $ 149     $ 462     $ 797     $ 1,746  
Combined Fund Pro Forma
                                
 
ILA Service Shares
   $ 87     $ 271     $ 471     $ 1,049  
 
ILA B Shares1
                                
   
- assuming complete redemption at end of period
   $ 648     $ 759     $ 992     $ 1,572  
   
- assuming no redemption
   $ 148     $ 459     $ 792     $ 1,572  
 
ILA C Shares
                                
   
- assuming complete redemption at end of period
   $ 248     $ 459     $ 792     $ 1,735  
   
- assuming no redemption
   $ 148     $ 459     $ 792     $ 1,735  
 
1  The ILA Class B example for each Fund reflects the conversion of ILA Class B Shares to ILA Service Shares after approximately eight years from the date of purchase of ILA Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares,

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Class C Shares, ILA Service Shares, ILA Class B Shares or ILA Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance is not necessarily an indication of how the Fund will perform in the future. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
AXA Enterprise Money Market Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 5/1/90)
     4.53%       1.96%       3.40%  
Class B (inception 5/1/95)
     4.53%       1.96%       3.45%  
Class C (inception 5/1/97)
     4.53%       1.96%       3.33%  
Class Y (inception 7/17/97)
     4.53%       1.96%       3.34%  
Goldman Sachs ILA Prime Obligations Portfolio
                         
            10 Years
Average Annual Total ended Returns           or Since
(For the periods December 31, 2006)   1 Year   5 Years   Inception
             
ILA Service (inception 6/1/90)
     4.32%       1.76%       3.21%  
ILA Class B (inception 5/8/96)
     3.69%       1.32%       2.68%  
ILA Class C (inception 8/15/97)
     3.69%       1.32%       2.58%  
Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix D.

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    AXA Enterprise Money Market Fund   Goldman Sachs ILA Prime Obligations Portfolio
         
Sales Charges and Distribution/Service (Rule 12b-1) Fees   Class A Shares. Initial purchases of shares of the AXA Enterprise Money Market Fund are not subject to any sales charges. However, an investor will have to pay a sales charge if the investor exchanges Class A Shares of the Fund for Class A Shares of another AXA Enterprise Fund, unless the investor has already paid a sales charge on those shares. Class A Shares currently do not pay any Rule 12b-1 fees (but are subject to a maximum Rule 12b-1 fee equal to an annual rate of 0.30% of the Fund’s average daily net assets attributable to Class A Shares).   Service Shares. Service Shares are not subject to any sales charges or Rule 12b-1 fees. However, Service Shares are subject to a service plan and shareholder administration plan under which Service Shares bear fees for personal and account maintenance services plus shareholder administration services paid to service organizations. Under the plan, service organizations are entitled to receive payments from the Fund equal to an annual rate of 0.25% for personal and account maintenance services plus an additional fee equal to an annual rate of 0.15% for shareholder administrative services of the average daily net assets of the Service Shares attributable to or held in the name of the organization for its customers.
 
    Class B Shares. Initial purchases of shares of the AXA Enterprise Money Market Fund are not subject to any sales charges. However, if an investor exchanges Class B Shares of the Fund for Class B Shares of another AXA Enterprise Fund, the shares received in the exchange will become subject to a CDSC. Class B Shares convert to Class A Shares approximately 8 years after purchase. When an investor exchanges Class B Shares of another AXA Enterprise Fund into Class B Shares of the AXA Enterprise Money Market Fund, the holding period for purposes of determining the CDSC and conversion to Class A Shares will continue to run while the investor holds his Class B Shares of the Fund. Class B Shares currently do not pay any Rule 12b-1 fees (but are subject to a maximum Rule 12b-1 fee equal to an annual rate of 0.85% of the Fund’s average daily net assets attributable to Class B Shares).   Class B Shares. There is no front-end sales charge on Class B Shares. However, ILA Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Service Shares approximately 8 years after purchase.

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    AXA Enterprise Money Market Fund   Goldman Sachs ILA Prime Obligations Portfolio
         
    Class C Shares. Initial purchases of shares of the AXA Enterprise Money Market Fund are not subject to any sales charges. However, if an investor exchanges Class C Shares of the Fund for Class C Shares of another AXA Enterprise Fund, the shares received in the exchange will become subject to a CDSC. When an investor exchanges Class C Shares of another AXA Enterprise Fund into Class C Shares of the AXA Enterprise Money Market Fund, the holding period for purposes of determining the CDSC will continue to run while the investor holds his Class C Shares of the Fund. Class C Shares currently do not pay any Rule 12b-1 fees (but are subject to a maximum Rule 12b-1 fee equal to an annual rate of 0.85% of the Fund’s average daily net assets attributable to Class C Shares).   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Class Y shareholders of the AXA Enterprise Fund will receive Service Shares of the GST Fund in connection with the Reorganization. Information regarding the sales charges, distribution/service (Rule 12b-1) fees and other fees is shown above.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class or an equivalent class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.

168

 

         
    AXA Enterprise Money Market Fund   Goldman Sachs ILA Prime Obligations Portfolio
         
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   The Fund does not impose any redemption fees.   The Fund does not impose any redemption fees.
Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of June 30, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of ILA Service Shares, ILA Class B Shares and ILA Class C Shares of the GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on June 30, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share.
                 
        Goldman Sachs        
    AXA Enterprise   ILA Prime Obligations   Pro forma   Pro forma
    Money Market Fund   Portfolio*   Adjustments   Combined Fund
                 
Net Assets:   $71,347
(Class A Shares)		   $264,746
(ILA Service Shares)		   $10,617   $346,710
(ILA Service Shares)
    $23,563
(Class B Shares)		   $12,447
(ILA B Shares)		   $0   $36,010
(ILA B Shares)
    $9,542
(Class C Shares)		   $19,089
(ILA C Shares)		   $0   $28,631
(ILA C Shares)
    $10,617
(Class Y Shares)		       $(10,617)    
Net Asset Value Per Share:   $1.00
(Class A Shares)		   $1.00
(ILA Service Shares)		   $(1.00)   $1.00
(ILA Service Shares)
    $1.00
(Class B Shares)		   $1.00
(ILA B Shares)		   $(1.00)   $1.00
(ILA B Shares)
    $1.00
(Class C Shares)		   $1.00
(ILA C Shares)		   $(1.00)   $1.00
(ILA C Shares)
    $1.00
(Class Y Shares)		            

169

 

                 
        Goldman Sachs        
    AXA Enterprise   ILA Prime Obligations   Pro forma   Pro forma
    Money Market Fund   Portfolio*   Adjustments   Combined Fund
                 
Shares Outstanding:   71,345
(Class A Shares)		   264,749
(ILA Service Shares)		   10,617   346,711
(ILA Service Shares)
    23,563
(Class B Shares)		   12,448
(ILA B Shares)		   (1)   36,010
(ILA B Shares)
    9,541
(Class C Shares)		   19,089
(ILA C Shares)		   1   28,631
(ILA C Shares)
    10,617
(Class Y Shares)		       (10,617)    
 
* The Goldman Sachs ILA Prime Obligations Portfolio Fund will be the accounting survivor for financial statement purposes.

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ADDITIONAL INFORMATION APPLICABLE TO ALL OF THE REORGANIZATIONS
Risks of Investing in the AXA Enterprise Funds and GST Funds
      All of the principal risks applicable to the AXA Enterprise Funds and the GST Funds are summarized in the tables appearing in the description of each proposal above and are described in more detail below. More information about certain types of portfolio securities and investment techniques, and their associated risks for the GST Fund, is provided in Appendix A to the prospectuses of the GST Funds. You should consider the investment risks discussed in this section and the prospectuses of the GST Funds, which are important to your investment choice.
      The Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Strategic International Equity Fund, Goldman Sachs Capital Growth Fund, Goldman Sachs Structured Small Cap Growth Fund, and Goldman Sachs Structured Small Cap Value Fund (collectively, the “GST Equity Funds”) and AXA Enterprise Capital Appreciation Fund, AXA Enterprise Deep Value Fund, AXA Enterprise Equity Fund, AXA Enterprise Equity Income Fund, AXA Enterprise Growth and Income Fund, AXA Enterprise International Growth Fund, AXA Enterprise Large Cap Growth Fund, AXA Enterprise Small Company Growth Fund, and AXA Enterprise Small Company Value Fund (collectively, the “AXA Enterprise Equity Funds” and along with the GST Equity Funds, the “Equity Funds”) will be subject to the risks associated with equity investments. “Equity investments” may include common stocks, preferred stocks, interests in real estate investment trusts, convertible debt obligations, convertible preferred stocks, equity interests in trusts, partnerships, joint ventures, limited liability companies and similar enterprises, warrants, stock purchase rights and synthetic and derivative instruments that have economic characteristics similar to equity securities. In general, the values of equity investments fluctuate in response to the activities of individual companies and in response to general market and economic conditions. Accordingly, the values of the equity investments that the Equity Funds hold may rise or decline over short or extended periods. The stock markets tend to be cyclical, with periods when stock prices generally rise and periods when prices generally decline. This volatility means that the value of an investment in an Equity Fund may increase or decrease. Recently, certain stock markets have experienced substantial price volatility.
      The Goldman Sachs Government Income Fund, Goldman Sachs High Yield Fund, Goldman Sachs Enhanced Income Fund, and Goldman Sachs Municipal Income Fund (collectively, the “GST Fixed Income Funds”), the AXA Enterprise Government Securities Fund, AXA Enterprise High-Yield Bond Fund, AXA Enterprise Short Duration Bond Fund, and AXA Enterprise Tax-Exempt Income Fund (collectively, the “AXA Enterprise Fixed Income Funds”), the Goldman Sachs ILA Prime Obligations Portfolio and AXA Enterprise Money Market Fund will be subject to the risks associated with fixed-income securities. To the extent it invests in fixed-income securities, an Equity Fund will also be subject to the risks associated with fixed-income securities. These risks include interest rate risk, credit risk and call/extension risk. In general, interest rate risk involves the risk that when interest rates decline, the market value of fixed-income securities tends to increase. Conversely, when interest rates increase, the market value of fixed-income securities tends to decline. Credit risk involves the risk that an issuer or guarantor could default on its obligations, and an AXA Enterprise Fund or its Corresponding GST Fund will not recover its investment. Call risk and extension risk are normally present when the borrower has the option to prepay its obligations.
     
Principal Risk   Funds Denoting Risk as a Principal Risk
     
Net Asset Value Risk — The risk that the net asset value of a Fund and the value of your investment will fluctuate or in the case of a money market fund that a Fund will not be able to maintain a net asset value per share of $1.00 at all times.
   All GST Funds
All AXA Enterprise Funds

171

 

     
Principal Risk   Funds Denoting Risk as a Principal Risk
     
Interest Rate Risk — The risk that when interest rates increase, fixed income securities held by a Fund will decline in value. Long-term fixed-income securities will normally have more price volatility because of this risk than short-term fixed-income securities. Also with respect to money market funds, during periods of rising interest rates, a Fund’s yield (and the market value of its securities) will tend to be lower than prevailing market rates; in periods of falling interest rates, a Fund’s yield will tend to be higher.
   All GST Funds
All AXA Enterprise Fixed Income Funds
AXA Enterprise Money Market Fund
 
Credit/ Default Risk — The risk that an issuer or guarantor of a fixed-income security held by a Fund, or a bank or other financial institution that has entered into a repurchase agreement, or the counterparty in a derivative transaction, may default on its payment obligations including the obligation to pay interest and repay principal. For certain funds, this risk may include the risk of default on foreign letters of credit, guarantees or insurance that back municipal securities.
   All GST Funds (except Structured U.S. Equity, Structured Large Cap Value, Structured Large Cap Growth, Structured Small Cap Growth and Structured Small Cap Value Fund)
AXA Enterprise High-Yield Bond Fund
AXA Enterprise Short Duration Bond Fund
AXA Enterprise Tax-Exempt Income Fund
AXA Enterprise Money Market Fund
 
Call Risk — The risk that an issuer will exercise its right to pay principal on an obligation held by a Fund (such as a mortgage-backed security) earlier than expected. This may happen when there is a decline in interest rates. Under these circumstances, a Fund may be unable to recoup all of its initial investment and will also suffer from having to reinvest in lower yielding securities.
   All GST Fixed Income Funds
AXA Enterprise Government Securities Fund
AXA Enterprise Short Duration Bond Fund
AXA Enterprise Tax-Exempt Income Fund
 
Extension Risk — The risk that an issuer will exercise its right to pay principal on an obligation held by a Fund (such as a mortgage-backed security) later than expected. This may happen when there is a rise in interest rates. Under these circumstances, the value of the obligation will decrease, and a Fund will also suffer from the inability to invest in higher yielding securities.
   All GST Fixed Income Funds
AXA Enterprise Government Securities Fund
AXA Enterprise Short Duration Bond Fund
AXA Enterprise Tax-Exempt Income Fund

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Principal Risk   Funds Denoting Risk as a Principal Risk
     
U.S. Government Securities Risk — The risk that the U.S. government will not provide financial support to U.S. government agencies, instrumentalities or sponsored enterprises if it is not obligated to do so by law. Although many U.S. Government Securities purchased by the Funds, such as those issued by the Federal National Mortgage Association, Federal Home Loan Mortgage Corporation and Federal Home Loan Banks, may be chartered or sponsored by Acts of Congress, their securities are neither issued nor guaranteed by the United States Treasury and, therefore, are not backed by the full faith and credit of the United States. The maximum potential liability of the issuers of some U.S. Government Securities held by a Fund may greatly exceed their current resources, including their legal right to support from the U.S. Treasury. It is possible that these issuers will not have the funds to meet their payment obligations in the future.
   All GST Fixed Income Funds
Goldman Sachs ILA Prime Obligations Portfolio
All AXA Enterprise Fixed Income Funds
AXA Enterprise Money Market Fund
 
Stock Risk — The risk that stock prices have historically risen and fallen in periodic cycles. Stocks and other equity securities generally fluctuate more in value than bonds and may decline in value over short or extended periods. In recent years, U.S. and foreign stock markets have experienced substantial price volatility. The value of such securities will change based on changes in a company’s financial condition and in overall market and economic conditions.
   All GST Equity Funds
All AXA Enterprise Equity Funds
 
Derivatives Risk — The risk that loss may result from a Fund’s investments in options, futures, swaps, structured securities and other derivative instruments. These instruments may be illiquid, difficult to price and leveraged so that small changes may produce disproportionate losses to a Fund. Derivatives are financial contracts whose value is based on the value of an underlying asset, reference rate or index. A Fund’s investment in derivatives may rise or fall more rapidly than other investments. These transactions are subject to changes in the value of the underlying security on which such transactions are based. Even a small investment in derivative securities can have a significant impact on a Fund’s exposure to stock market values, interest rates or currency exchange rates. Derivatives are subject to a number of risks such as liquidity risk, interest rate risk, market risk, credit risk and portfolio management risk depending on the type of underlying asset, reference rate or index. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate well with the underlying asset, rate or index. These types of transactions will be used primarily as a substitute for taking a position in the underlying asset and/or for hedging purposes. When a derivative security is used as a hedge against an offsetting position that a Fund also holds, any loss generated by the derivative security should be substantially offset by gains on the hedged instrument, and vice versa. To the extent that a Fund uses a derivative security for purposes other than as a hedge, that Fund is directly exposed to the risks of that derivative security and any loss generated by the derivative security will not be offset by a gain.
   All GST Equity Funds
All GST Fixed Income Funds
AXA Enterprise High-Yield Bond Fund
AXA Enterprise Short Duration Bond Fund
AXA Enterprise Tax-Exempt Income Fund

173

 

     
Principal Risk   Funds Denoting Risk as a Principal Risk
     
Management Risk — The risk that a strategy used by a Fund’s investment adviser or sub-adviser may fail to produce the intended results.
   All GST Equity Funds
All GST Fixed Income Funds
All AXA Enterprise Funds
 
Market Risk — The risk that the value of the securities in which a Fund invests may go up or down in response to the prospects of individual companies, particular industry sectors and/or general economic conditions. Price changes may be temporary or last for extended periods. A Fund’s investments may be overweighted from time to time in one or more industry sectors, which will increase a Fund’s exposure to risk of loss from adverse developments affecting those sectors.
   All GST Equity Funds
All GST Fixed Income Funds
All AXA Enterprise Equity Funds
All AXA Enterprise Fixed Income Funds
 
Liquidity Risk — The risk that a Fund will not be able to pay redemption proceeds within the time period stated in its prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. Funds that invest in small and mid-capitalization stocks and real estate investment trusts will be especially subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities within particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions whether or not accurate.
   All GST Funds
AXA Enterprise High-Yield Bond Fund
 
Tax Risk  — A Fund may be adversely impacted by changes in tax rates and policies. Because interest income from municipal securities is normally not subject to regular federal income taxation, the attractiveness of municipal securities in relation to other investment alternatives is affected by changes in federal income tax rates or changes in the tax-exempt status of interest income from municipal securities. Any proposed or actual changes in such rates or exempt status, therefore, can significantly affect the demand for and supply, liquidity and marketability of municipal securities. This could in turn affect a Fund’s net asset value and ability to acquire and dispose of municipal securities at desirable yield and price levels. Additionally, these Funds would not be suitable investments for IRAs, other tax-exempt or tax-deferred accounts or for other investors who are not sensitive to the federal, state or local income tax consequences of their investments.
   Goldman Sachs Municipal Income Fund
AXA Enterprise Tax-Exempt Income Fund
 
Concentration Risk  — The risk that if a Fund invests more than 25% of its total assets in issuers within the same state, industry or economic sector, an adverse economic, business or political development may affect the value of a Fund’s investments more than if its investments were not so concentrated.
   Goldman Sachs Municipal Income Fund

174

 

     
Principal Risk   Funds Denoting Risk as a Principal Risk
     
Investment Style Risk — Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A Fund may outperform or underperform other funds that employ a different investment style. Examples of different investment styles include growth and value investing. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential. Growth companies are often expected by investors to increase their earnings at a certain rate. When these expectations are not met, investors can punish the stock inordinately even if earnings showed an absolute increase. Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market. Growth oriented funds will typically underperform when value investing is in favor. Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.
   All GST Equity Funds
AXA Enterprise Capital Appreciation Fund
AXA Enterprise Deep Value Fund
AXA Enterprise Equity Fund
AXA Enterprise Equity Income Fund
AXA Enterprise Growth and Income Fund
AXA Enterprise International Growth Fund
AXA Enterprise Large Cap Growth Fund
AXA Enterprise Small Company Growth Fund
AXA Enterprise Small Company Value Fund
 
Mid-Capitalization Risk — Risk is greater for the securities of mid-capitalization companies because they generally are more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources. The securities of mid- capitalization companies also may trade less frequently and in smaller volume than larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and a Fund may experience difficulty in purchasing or selling such securities at the desired time and price.
   Goldman Sachs Structured U.S. Equity Fund
Goldman Sachs Structured Large Cap Growth Fund
Goldman Sachs Strategic International Equity Fund
AXA Enterprise Capital Appreciation Fund
AXA Enterprise Deep Value Fund
AXA Enterprise Equity Fund
AXA Enterprise Equity Income Fund
AXA Enterprise Growth and Income Fund
AXA Enterprise International Growth Fund
AXA Large Cap Growth Fund
 
Foreign Risk — The risk that when a Fund invests in foreign securities, it will be subject to risk of loss not typically associated with domestic issuers. Loss may result because of less foreign government regulation, less public information and less economic, political and social stability. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions. A Fund will also be subject to the risk of negative foreign currency rate fluctuations. Foreign risks will normally be greatest when a Fund invests in issuers located in emerging countries.
   All GST Equity Funds
Goldman Sachs High Yield Fund
Goldman Sachs Enhanced Income Fund
All AXA Enterprise Equity Funds
AXA Enterprise High-Yield Bond Fund
AXA Enterprise Short Duration Bond Fund
AXA Enterprise Money Market Fund

175

 

     
Principal Risk   Funds Denoting Risk as a Principal Risk
     
Emerging Countries Risk — The securities markets of Asian, Latin and South American, Eastern European, African and other emerging countries are less liquid, are especially subject to greater price volatility, have smaller market capitalizations, have less government regulation and are not subject to as extensive and frequent accounting, financial and other reporting requirements as the securities markets of more developed countries. Further, investment in equity securities of issuers located in certain emerging countries involves risk of loss resulting from problems in share registration and custody and substantial economic and political disruptions. These risks are not normally associated with investments in more developed countries.
   Goldman Sachs Large Cap Value Fund
Goldman Sachs Growth and Income Fund
Goldman Sachs Strategic International Equity Fund
Goldman Sachs Capital Growth Fund
Goldman Sachs High Yield Fund
AXA Enterprise Capital Appreciation Fund
AXA Enterprise Deep Value Fund
AXA Enterprise Equity Fund
AXA Enterprise Equity Income Fund
AXA Enterprise Growth and Income Fund
AXA Enterprise International Growth Fund
AXA Enterprise Large Cap Growth Fund
AXA Enterprise High-Yield Bond Fund
AXA Enterprise Short Duration Bond Fund
 
Sovereign Risk  — The risk that the issuer of the sovereign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay the principal or interest when due. This risk includes, political, economic and repayment risks. Political risk is the risk associated with the general political and social environment of a country and includes, among other factors, government instability, poor socioeconomic conditions, corruption, lack of law and order, lack of democratic accountability, poor quality of the bureaucracy, internal and external conflict, and religious and ethnic tensions. High political risk can impede the economic welfare of a country. Economic risk is the risk associated with general economic conditions and includes, among other things, low quality and growth rate of gross domestic product (“GDP”), high inflation or deflation, high government deficits as a percentage of GDP, weak financial sector, overvalued exchange rate, and high current accounts deficits as a percentage of GDP. Repayment risk is the risk associated with the inability of a country to pay its external debt obligations in the immediate future and includes, among other items but are not limited to, high foreign debt as a percentage of GDP, high foreign debt service as a percentage of exports, and an unsustainable exchange rate structure.
   Goldman Sachs High Yield Fund
Goldman Sachs Enhanced Income Fund
AXA Enterprise High-Yield Bond Fund
AXA Enterprise Short Duration Bond Fund

176

 

     
Principal Risk   Funds Denoting Risk as a Principal Risk
     
Geographic Risk  — Concentration of investments in issuers located in a particular country or region will subject a Fund, to a greater extent than if investments were less concentrated, to the risk of adverse securities markets, exchange rates and social, political, regulatory or economic events which may occur in that country or region.
   Goldman Sachs Strategic International Equity Fund
AXA Enterprise International Growth Fund
 
Initial Public Offering (“IPO”) Risk — The risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When a Fund’s asset base is small, a significant portion of a Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on a Fund. As a Fund’s assets grow, the effect of a Fund’s investments in IPOs on a Fund’s performance probably will decline, which could reduce a Fund’s performance.
   Goldman Sachs Large Cap Value Fund
Goldman Sachs Capital Growth Fund
AXA Enterprise Deep Value Fund
AXA Enterprise Large Cap Growth Fund
 
“Junk Bond” Risk — Some Funds will invest in non-investment grade fixed-income securities (commonly known as “junk bonds”) that are considered predominantly speculative by traditional standards. Non-investment grade fixed-income securities and unrated securities of comparable credit quality are subject to the increased risk of an issuer’s inability to meet principal and interest payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate or municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally and less secondary market liquidity.
   Goldman Sachs High Yield Fund
AXA Enterprise High-Yield Bond Fund
 
Non-Hedging Foreign Currency Trading Risk — A Fund may engage, to a greater extent than other Funds, in forward foreign currency transactions for speculative purposes. A Fund’s investment adviser may purchase or sell foreign currencies through the use of forward contracts based on the investment adviser’s judgment regarding the direction of the market for a particular foreign currency or currencies. In pursuing this strategy, an investment adviser seeks to profit from anticipated movements in currency rates by establishing “long” and/or “short” positions in forward contracts on various foreign currencies. Foreign exchange rates can be extremely volatile and a variance in the degree of volatility of the market or in the direction of the market from the investment adviser’s expectations may produce significant losses to a Fund.
   Goldman Sachs High Yield Fund

177

 

     
Principal Risk   Funds Denoting Risk as a Principal Risk
     
Small Capitalization Risk  — The securities of small capitalization companies involve greater risks than those associated with larger, more established companies and may be subject to more abrupt or erratic price movements. Securities of such issuers may lack sufficient market liquidity to enable a Fund to effect sales at an advantageous time or without a substantial drop in price. Small-cap companies often have narrower markets and more limited managerial and financial resources than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of a Fund’s portfolio. Generally, the smaller the company, the greater these risks.
   Goldman Sachs Structured U.S. Equity
Goldman Sachs Structured Large Cap Growth
Goldman Sachs Strategic International Equity Fund
Goldman Sachs Structured Small Cap Growth Fund
Goldman Sachs Structured Small Cap Value Cap Fund
All AXA Enterprise Equity Funds
 
Issuer-Specific Risk  — The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the market as a whole. A Fund could lose all of its investment in a company’s securities.
   All GST Equity Funds
Goldman Sachs High Yield Fund
Goldman Sachs Enhanced Income Fund
Goldman Sachs Municipal Income Fund
All AXA Enterprise Equity Funds
AXA Enterprise High-Yield Bond Fund
AXA Enterprise Short Duration Bond Fund
AXA Enterprise Tax-Exempt Income Fund
 
Sub-adviser Selection Risk — The risk that the process for selecting or replacing a sub-adviser and the decision to select or replace a sub-adviser does not produce the intended result.
   All AXA Enterprise Funds
 
Large-Capitalization Risk  — Larger more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
   Goldman Sachs Structured U.S. Equity
Goldman Sachs Large Cap Value Fund
Goldman Sachs Structured Large Cap Growth Fund
Goldman Sachs Growth & Income Fund
Goldman Sachs Strategic International Equity Fund
Goldman Sachs Capital Growth Fund
AXA Enterprise Capital Appreciation Fund
AXA Enterprise Deep Value Fund
AXA Enterprise Equity Fund
AXA Enterprise Equity Income Fund
AXA Enterprise Growth and Income Fund
AXA Enterprise International Growth Fund
AXA Enterprise Large Cap Growth Fund

178

 

     
Principal Risk   Funds Denoting Risk as a Principal Risk
     
Portfolio Turnover Risk  — High portfolio turnover may result in increased transaction costs to a Fund, which may result in higher fund expenses and lower returns. The sale of portfolio securities also may result in the recognition of capital gain, which can create adverse tax results on shareholders when distributed to them, or loss. Depending on the frequency of sales, any such net gain will likely be short-term capital gain. Unlike long-term capital gain, short-term gain is taxable to individuals at the same rates as ordinary income.
   AXA Enterprise Capital Appreciation Fund
Goldman Sachs Structured U.S. Equity Fund
 
Currency Risk — The risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. A change in the value of any such currency against the U.S. dollar will result in a change in the U.S. dollar value of a Fund’s assets and income.
   AXA Enterprise International Growth Fund
AXA Enterprise High-Yield Bond Fund
Goldman Sachs Strategic International Equity Fund
Goldman Sachs High Yield Fund
 
Investment Grade Securities Risk — Debt securities are rated by national bond rating agencies. Securities rated BBB and higher by Standard & Poor’s and Baa or higher by Moody’s are considered investment grade securities, but securities rated BBB or Baa are somewhat riskier than higher rated obligations because they are regarded as having only an adequate capacity to pay principal and interest, and are considered to lack outstanding investment characteristics.
   AXA Enterprise Short Duration Bond Fund
AXA Enterprise Tax-Exempt Income Fund
Goldman Sachs Enhanced Income Fund
 
Banking Industry Sector Risk — To the extent a Fund invests in the banking industry, it is exposed to the risks generally associated with such industry, including interest rate risk, credit risk and the risk that regulatory developments relating to the banking industry may affect its investment
   AXA Enterprise Money Market Fund
Reasons for the Reorganizations and Board Considerations
      The Enterprise Trust Trustees, including the Independent Enterprise Trust Trustees, have determined that each Reorganization is in the best interest of the shareholders of the AXA Enterprise Fund involved therein, and that the interests of the current shareholders of the AXA Enterprise Fund will not be diluted as a result of the Reorganization. The Enterprise Trust Trustees, including the Independent Enterprise Trust Trustees, also have considered and unanimously approved the terms and conditions of the Reorganization Agreement. The following sets forth in greater detail the steps taken by the Enterprise Trust Trustees in arriving at these conclusions.
      Background. At a meeting held on October 23, 2006, AXA Financial and AXA Equitable (“AXA”) informed the Enterprise Trust Trustees that AXA had entered into an agreement with GSAM under which GSAM would acquire certain assets associated with AXA’s retail mutual fund business and AXA would use its reasonable best efforts to effect the Reorganizations. AXA also informed the Enterprise Trust Trustees that, in consideration for these assets, the opportunity to manage additional assets after the proposed Reorganizations and covenants from AXA, including its assistance in facilitating the Reorganizations, GSAM agreed to pay AXA an amount based on the assets of each AXA Enterprise Fund at the time of its Reorganization. AXA then noted that the Reorganizations were subject to the approval of the Enterprise Trust Trustees and the shareholders of the AXA Enterprise Funds, satisfactory completion of due diligence and execution of the Reorganization Agreement. AXA stated that it proposed to present the Reorganizations to the Enterprise Trust Trustees for their consideration and approval at meetings later in 2006 and noted that the Enterprise Trust Trustees would receive additional information regarding the Reorganizations in advance of such meetings.

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      Board Considerations. In addition to the October 23 meeting, the Board also met on November 29 and December 28, 2006 to consider the proposed Reorganizations. The Independent Enterprise Trust Trustees, together with their independent legal counsel, also met in executive session at the October 23 and November 29 meetings to consider the Reorganizations. In connection with these meetings, the Enterprise Trust Trustees requested, and AXA and GSAM provided in advance of the meetings, detailed information about the proposed Reorganizations, including information regarding: (1) the reputation, financial strength and capabilities of GSAM and its affiliates; (2) GSAM’s experience with and capabilities managing mutual funds; (3) the investment objectives and policies of the GST Funds and their relative compatibility with those of the AXA Enterprise Funds; (4) the historical investment performance records of the GST Funds (or, with respect to the newly or recently organized GST Funds, the historical investment performance records of similar accounts), and the AXA Enterprise Funds, relative to each other; (5) the investment advisory and total expenses payable and paid by the GST Funds (including pro forma expense information), as compared with those of the AXA Enterprise Funds; (6) the qualifications and experience of the GSAM investment personnel managing the GST Funds; (7) Goldman Sachs’ distribution capabilities, the distribution and shareholder servicing arrangements (including Rule 12b-1 fees) and the sales charge structures of the GST Fund share classes, as compared with those of the AXA Enterprise Funds; (8) the reputation and capabilities of certain service providers for the GST Funds; (9) the current size of the GST Funds and the prospects for their future growth, as compared to the AXA Enterprise Funds; (10) alternatives to the Reorganization, including restructuring with different funds and liquidating the AXA Enterprise Funds; (11) the terms of the proposed Reorganization Agreement, including the anticipated tax-free nature of the transaction for the AXA Enterprise Funds and their shareholders and that the AXA Enterprise Funds would not bear any fees, expenses or explicit brokerage commissions in connection with the Reorganizations; and (12) potential benefits of the Reorganizations to AXA and GSAM and their respective affiliates. At each meeting, AXA representatives discussed, and the Independent Enterprise Trust Trustees reviewed (with the assistance of independent legal counsel), information regarding the Reorganizations. In addition, at the November 29, 2006 meeting, representatives of GSAM met with the Enterprise Trust Trustees to discuss GSAM, the GST Funds and the proposed Reorganizations.
      At the November 29, 2006 meeting, AXA and GSAM personnel were interviewed by the Board regarding GSAM, the GST Funds and the proposed Reorganizations. GSAM reviewed, among other things, information regarding its investment advisory business and the organizational and operational structure of the GSAM family of funds, including its various service providers. AXA and GSAM noted that GSAM serves as the investment adviser to the GST Funds and would continue to serve in that capacity after the Reorganizations. AXA and GSAM then reviewed GSAM’s investment advisory experience, capabilities and processes in managing funds with investment objectives and policies that are similar to the AXA Enterprise Funds. GSAM also reviewed the qualifications and experience of its portfolio managers for the GST Funds. AXA and GSAM also reviewed the experience and capabilities of the other service providers that provide services to the GST Funds.
      AXA and GSAM stated that the investment objectives, policies and strategies and principal risks of each AXA Enterprise Fund and its Corresponding GST Fund are similar. They also noted that each GST Fund is substantially larger than its corresponding AXA Enterprise Fund, which would offer shareholders of the AXA Enterprise Funds greater opportunity for diversification of investments and economies of scale as shareholders of the GST Funds.
      AXA and GSAM also stated that it is expected that, while the advisory fees for certain GST Funds are higher than the corresponding AXA Enterprise Funds, the net annual operating expense ratio of each class of Shares of each GST Fund after the Reorganizations, except for the Goldman Sachs Municipal Income Fund and the ILA Prime Obligations Portfolio, would be the same as or lower than that of the corresponding class of Shares of the corresponding AXA Enterprise Fund. With respect to the Goldman Sachs Municipal Income Fund, AXA and GSAM noted that it is expected that the net annual operating expense ratios of the Class A and Institutional Shares of the GST Fund after the Reorganization are expected to be lower than those of the Class A and Class Y Shares, respectively, of the corresponding AXA Enterprise Fund, and that it is expected that the net annual operating expense ratios of the Class B and Class C Shares of the GST Fund after the Reorganization would be 10 basis points higher than those of the Class B and Class C Shares of the corresponding AXA Enterprise Fund. With respect to the ILA Prime Obligations Portfolio, AXA and GSAM noted that it is expected that the net

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annual operating expense ratio for each class of Shares of the GST Fund after the Reorganization would be higher than that of the corresponding class of Shares of the AXA Enterprise Fund. AXA and GSAM noted, however, that GSAM has agreed to cap the net annual operating expenses of the Goldman Sachs Municipal Income Fund (Class B and Class C Shares) and ILA Prime Obligations Portfolio (Service, Class B and Class C Shares) for one year from the effective time of the Reorganization of each such GST Fund to the extent necessary to ensure that the net annual operating expense ratio of each such class of Shares of each such GST Fund does not exceed the current net annual operating expense ratio for such class of Shares of such GST Fund as set forth in the annual operating expense table in this Proxy/ Prospectus. In addition, with respect to the ILA Prime Obligations Portfolio, GSAM and AXA noted that the Reorganization of the AXA Enterprise Money Market Fund into the ILA Prime Obligations Portfolio would ensure that shareholders of the AXA Enterprise Fund continue to have a wide range of investment alternatives into which they would be permitted to exchange their money market investment without incurring any additional sales charges.
      GSAM also reviewed the performance of each GST Fund and its corresponding AXA Enterprise Fund for various periods ended September 30, 2006 and noted that the performance of each GST Fund generally was more favorable or compared reasonably to that of its corresponding AXA Enterprise Fund, although there is no guarantee or assurance as to the future performance of the GST Funds. The Board noted, however, that the ILA Prime Obligations Portfolio generally underperformed the AXA Enterprise Money Market Fund primarily due to its higher expense ratio.
      AXA and GSAM also reviewed with the Board the distribution and shareholder servicing arrangements for the GST Funds, including the sales load structures for each class of Shares. GSAM noted that the sales load structures generally are similar, except that Class A Shares of the GST Equity Funds are subject to a higher front-end sales load but a lower Rule 12b-1 fee than the AXA Enterprise Equity Funds. GSAM also noted that, unlike shareholders of the AXA Enterprise Money Market Fund, shareholders of the ILA Prime Obligations Portfolio (except Service Shares) are subject to sales charges upon purchase of Shares of the Portfolio and ongoing Rule 12b-1 fees. GSAM noted, however, that, unlike the AXA Enterprise Money Market Fund, there is no sales charge imposed on exchanges from the ILA Prime Obligations Portfolio into Shares of the corresponding class of another GST Fund.
      AXA and GSAM also reviewed with the Board the terms and conditions of the Reorganization Agreement, noting that the Reorganizations are expected to be tax-free to each of the AXA Enterprise Funds and their respective shareholders. They also noted that AXA and GSAM would bear the costs associated with the Reorganizations, including the costs of obtaining shareholder approval of the Reorganizations and the explicit brokerage commissions on portfolio transactions incurred in connection with the Reorganizations. They also noted that shareholders of the AXA Enterprise Funds would not pay any sales charges in connection with the Reorganizations.
      AXA and GSAM also noted that the interests of the shareholders would not be diluted by the Reorganizations because each Reorganization would be effected on the basis of each participating Fund’s net asset value.
      AXA and GSAM also reviewed information regarding potential benefits of the Reorganizations to AXA and GSAM, respectively, including those under the purchase agreement between AXA and GSAM. They also noted that the Reorganizations were part of a larger set of reorganizations involving 14 funds of the Enterprise Trust, 12 funds of the Multimanager Trust and one fund of the Enterprise Group. AXA also noted that GSAM had agreed to use its best efforts to assure compliance with the conditions of Section 15(f) of the 1940 Act. Section 15(f) provides a non-exclusive safe harbor for an investment adviser or any affiliated persons thereof to receive any amount or benefit in connection with a sale of securities of, or any other interest in, such adviser which results in an assignment of an investment advisory contract with an investment company as long as two conditions are met. First, no “unfair burden” may be imposed on the investment company as a result of the transaction, or any express or implied terms, conditions or understandings applicable thereto. As defined in the 1940 Act, the term “unfair burden” includes any arrangement during the two-year period after which such transaction occurs whereby the investment adviser (or predecessor or successor adviser) or any interested person of any such adviser receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in

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connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter of the investment company). The Enterprise Trust Trustees were advised that AXA and GSAM were not aware of any circumstances relating to the Reorganizations that might result in the imposition of an “unfair burden” on any AXA Enterprise Fund. Second, during the three-year period immediately following the change of control, at least 75% of an investment company’s board of directors must not be “interested persons” of the investment adviser or the predecessor investment adviser within the meaning of the 1940 Act. The GST Board of Trustees currently satisfies and intends to continue to satisfy this condition.
      At the Enterprise Trust Trustees meeting held on December 28, 2006, the Enterprise Trust Trustees reviewed additional information regarding the proposed Reorganizations. At that meeting, the Enterprise Trust Trustees determined that, based on the representations and information from AXA and GSAM, each Reorganization was in the best interest of the shareholders of the AXA Enterprise Fund involved therein, and that the interests of the current shareholders of the AXA Enterprise Fund would not be diluted as a result of the Reorganization. The Enterprise Trust Trustees also considered and unanimously approved the terms and conditions of the Reorganization Agreement. The Board’s conclusion as to each Reorganization was based on a number of factors, including the following:
  •  The Reorganizations will enable shareholders of each AXA Enterprise Fund to continue their investment in a GST Fund that has similar investment objectives, policies and risks as the AXA Enterprise Fund and which is part of a substantially larger, more diversified family of funds with increased potential for asset growth and the benefits of that growth resulting from economies of scale and greater portfolio diversification.
 
  •  GSAM has substantial experience, qualifications and capabilities in managing mutual funds with similar investment objectives and policies as the AXA Enterprise Funds.
 
  •  The historical investment performance record of each GST Fund for the periods provided generally was more favorable or compared reasonably to that of the corresponding AXA Enterprise Fund, although there is no guarantee or assurance as to the future performance of the GST Funds.
 
  •  The net annual operating expense ratio of each class of shares of each GST Fund after the Reorganizations, except for the Goldman Sachs Municipal Income Fund and the ILA Prime Obligations Portfolio, are expected to be the same as or lower than that of the corresponding class of shares of the corresponding AXA Enterprise Fund.
 
  •  The net annual operating expense ratios of the Class A and Institutional Shares of the Goldman Sachs Municipal Income Fund after the Reorganization are expected to be lower than those of the Class A and Class Y Shares, respectively, of the corresponding AXA Enterprise Fund, and the net annual operating expense ratios of the Class B and Class C Shares of this GST Fund after the Reorganization are expected to be 10 basis points higher than those of the Class B and Class C Shares of the corresponding AXA Enterprise Fund. In addition, GSAM has agreed to cap the net annual operating expenses of the Goldman Sachs Municipal Income Fund (Class B and Class C Shares) for one year from the effective time of the Reorganization, as described above.
 
  •  Although the net annual operating expense ratio for each class of Shares of the ILA Prime Obligations Portfolio after the Reorganization is expected to be higher than that of the corresponding class of Shares of the AXA Enterprise Money Market Fund, the Reorganization would ensure that shareholders of the AXA Enterprise Fund continue to have a wide range of investment alternatives into which they would be permitted to exchange their money market investment after the Reorganization without incurring any additional sales charges. In addition, GSAM has agreed to cap the net annual operating expenses of the ILA Prime Obligations Portfolio (Service, Class B and Class C Shares) for one year from the effective time of the Reorganization, as described above.
 
  •  The distribution and shareholder servicing arrangements compare favorably to those of the AXA Enterprise Funds. In addition, as a result of the Reorganizations, each shareholder of an AXA Enterprise Fund would receive shares of a corresponding class of the corresponding GST Fund that has a similar sales charge and Rule 12b-1 fee structure. Although the Class A Shares of the GST Equity Funds

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  generally have a higher front-end sales load than Class A Shares of the corresponding AXA Enterprise Funds, the ongoing Rule 12b-1 fee for Class A Shares of the GST Funds is lower than that of the AXA Enterprise Funds.
 
  •  As a result of the Reorganizations, each shareholder invested in shares of an AXA Enterprise Fund would hold, immediately after the Reorganization, shares of the corresponding class of the corresponding GST Fund having an aggregate value equal to the aggregate value of those AXA Enterprise Fund Shares held immediately before the Effective Time of the Reorganization.
 
  •  Goldman Sachs has substantial distribution capabilities for the GST Funds, which is reasonably likely to lead to future growth of the GST Funds.
 
  •  The Reorganizations are expected to be tax-free for the AXA Enterprise Funds and their shareholders.
 
  •  The AXA Enterprise Funds would not bear any of the expenses of the proposed Reorganizations.

      On the basis of the foregoing and other representations and information provided to it and its evaluation of those representations and information, the Enterprise Trust Trustees, including the Independent Enterprise Trust Trustees, voted unanimously to approve the Reorganization Agreement with respect to each AXA Enterprise Fund and to recommend that the shareholders also approve the Reorganizations.
The Reorganization Agreement
      The following summary of the Reorganization Agreement is qualified in its entirety by reference to the Reorganization Agreement attached to this Proxy/ Prospectus as Appendix A.
      The Reorganization Agreement provides that with respect to each AXA Enterprise Fund: (1) all of the AXA Enterprise Fund’s assets will be acquired, and all of its liabilities (other than those liabilities specifically excluded under the Reorganization Agreement) will be assumed, by its Corresponding GST Fund in exchange for Class A Shares, Class B Shares, Class C Shares (except in the case of the Goldman Sachs Enhanced Income Fund), and Institutional Shares (or in the case of the Goldman Sachs ILA Prime Obligations Portfolio, ILA Service Shares, ILA B Shares or ILA C Shares (as shown in the chart appearing in the “Summary” section above)) (collectively, “GST Shares”), (2) such GST shares will be distributed to the shareholders of the corresponding share class of the AXA Enterprise Fund, and (3) the AXA Enterprise Fund will liquidate.
      Subject to the satisfaction of the conditions described below, each Reorganization is scheduled to occur immediately before the opening of business on April 30, 2007 or on a later date as the parties may agree (the “Effective Time of the Reorganization”).
      Generally, with respect to each Reorganization and except as noted immediately below, each shareholder of an AXA Enterprise Fund will receive the number of full and fractional (to the third decimal place) Class A Shares, Class B Shares, Class C Shares or Institutional Shares of its Corresponding GST Fund equal in value to the value of the Class A Shares, Class B Shares, Class C Shares or Class Y Shares, respectively of the AXA Enterprise Fund, held as of the close of regularly scheduled trading on the New York Stock Exchange (“NYSE”) on the business day preceding the Effective Time of the Reorganization or other agreed upon time and date (the “Valuation Time”), except that (i) shareholders of Class A Shares, Class B Shares, Class C Shares or Class Y Shares of the AXA Enterprise Money Market Fund will receive ILA Service Shares, ILA B Shares, ILA C Shares and ILA Service Shares, respectively, of the Goldman Sachs ILA Prime Obligations Portfolio and (ii) shareholders of Class C Shares of the AXA Enterprise Short Duration Fund will receive Class A Shares of the Goldman Sachs Enhanced Income Fund. Immediately upon receipt of GST Fund shares, each AXA Enterprise Fund will distribute pro rata to its shareholders of record as of the Valuation Time in complete liquidation thereof the shares of the Corresponding GST Fund received by such AXA Enterprise Fund in the Reorganization.
      Each such distribution by an AXA Enterprise Fund will be accomplished by the transfer of the Corresponding GST Fund’s shares then credited to the account of the AXA Enterprise Fund on the Corresponding GST Fund’s share records to open accounts on those share records in the names of the record shareholders of the AXA Enterprise Fund. The aggregate net asset values of the Class A Shares, Class B Shares, Class C Shares

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(Class A Shares in the case of the Goldman Sachs Enhanced Income Fund) and Institutional Shares (or ILA Service Shares, ILA B Shares, ILA C Shares and ILA Service Shares in the case of the Goldman Sachs ILA Prime Obligations Portfolio) of the Corresponding GST Fund to be credited to the accounts of each AXA Enterprise Fund’s shareholders will be equal to the aggregate net asset values of the Class A Shares, Class B Shares, Class C Shares and Class Y Shares respectively, of the AXA Enterprise Fund owned by such shareholders at the Valuation Time. All issued and outstanding shares of each AXA Enterprise Fund will simultaneously be canceled on its share records.
      Under the Reorganization Agreement, Enterprise Trust and GST will not bear any fees, expenses or explicit brokerage commissions in connection with the transactions contemplated by the Reorganization Agreement. All of the fees, expenses and explicit brokerage commissions in connection with entering into and carrying out those transactions will be paid by AXA Equitable or GSAM (or any affiliate thereof).
      The Reorganization Agreement provides that each GST Fund will assume all obligations of its Corresponding AXA Enterprise Fund to indemnify the Independent Trustees against all liabilities and expenses to the extent provided by Enterprise Trust’s Declaration of Trust and By-laws.
      The Reorganization Agreement contains a number of representations and warranties made by Enterprise Trust to GST related to, among other things, its legal status, compliance with laws and regulations and financial position (section 4.1) and similar representations and warranties made by GST to Enterprise Trust (section 4.2). The Reorganization Agreement contains a number of conditions precedent that must occur before either Enterprise Trust or GST is obligated to proceed with any of the Reorganizations (Article VI). These include, among others, that: (1) the shareholders of each AXA Enterprise Fund approve the Reorganization Agreement with respect thereto; (2) Enterprise Trust receives from GST’s legal counsel, and GST receives from Enterprise Trust’s legal counsel, certain opinions supporting the representations and warranties made by each party regarding legal status and compliance with laws and regulations (including an opinion from GST’s counsel that the shares issued in the Reorganizations will be validly issued, fully paid and non-assessable); (3) both Enterprise Trust and GST receive from GST’s counsel the tax opinion discussed below under “Federal Income Tax Consequences;” and (4) both Enterprise Trust and GST receive certain certificates from the other’s officers concerning the continuing accuracy of its representations and warranties made in the Reorganization Agreement.
      The Reorganization Agreement may be terminated and the Reorganizations abandoned at any time prior to the Effective Time of the Reorganizations by: (1) the mutual written consent of Enterprise Trust and GST; or (2) either Enterprise Trust or GST (a) following any material breach by the other of any of its representations, warranties or covenants contained in the Reorganization Agreement, if such breach is not cured within 10 business days; (b) if any applicable condition precedent is not satisfied by December 31, 2007; (c) upon the occurrence of an event that has a material adverse effect upon the other or a Fund thereof; (d) if the Effective Time does not occur by December 31, 2007; or (e) following a determination by its Board that the consummation of the Reorganizations are not in the best interest of its shareholders.
      Approval of each Reorganization requires the approval of the holders of a majority of the shares of the relevant AXA Enterprise Fund entitled to vote at the Special Meeting. See the section of this Proxy/ Prospectus entitled “Voting Information” for more information.
      The Reorganization Agreement provides that the failure of any AXA Enterprise Fund to consummate the transactions contemplated in the Reorganization Agreement will not affect the consummation of the Reorganization of any other AXA Enterprise Fund.
      At the same time that shareholders are being asked to approve the reorganization of the AXA Enterprise Funds into the GST Funds, it is expected that, subject to shareholder approval requested in separate proxy statements, one additional portfolio of the Enterprise Group and twelve portfolios of Multimanager Trust will be reorganized into corresponding funds of GST. In this regard, it is proposed that (1) the AXA Enterprise Multimanager Core Equity Fund of the Multimanager Trust be reorganized into the Goldman Sachs Structured U.S. Equity Fund; (2) the AXA Enterprise Multimanager Growth Fund of the Multimanager Trust be reorganized into the Goldman Sachs Structured Large Cap Growth Fund; and (3) the AXA Enterprise Growth Fund of Enterprise Group be reorganized into the Goldman Sachs Capital Growth Fund. Separate combined proxy

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statement/ prospectuses are being mailed to shareholders of those AXA Enterprise Funds. The Reorganizations will be completed whether or not the reorganizations of the Enterprise Group or Multimanager Trust portfolios are completed. However, no Reorganization of any AXA Enterprise Fund will be consummated until either (i) shareholders of all AXA Enterprise Funds of the Enterprise Trust approve the Reorganization Agreement or (ii) shareholders of the AXA Enterprise Funds with combined total assets under management of at least $1,000,000,000 approve the Reorganization Agreement. Under certain circumstances detailed in the Reorganization Agreement, an AXA Enterprise Fund reorganization involving one or more AXA Enterprise Funds may be consummated with a lesser amount of combined total assets under management.
      The Reorganization Agreement also provides that in order to facilitate the transfer of the assets of the AXA Enterprise Funds at the Effective Time of a Reorganization, GSAM may request that AXA Equitable use its commercially reasonable best efforts, subject to its fiduciary duty and that of the investment sub-adviser to the applicable AXA Enterprise Fund, to limit or cease portfolio trading on behalf of that AXA Enterprise Fund for a period of up to three days prior to the Valuation Time of the Reorganization.
      Although each AXA Enterprise Fund has a similar investment objective and principal strategies to its Corresponding GST Fund, some of an AXA Enterprise Fund’s holdings may not be permissible portfolio holdings of its Corresponding GST Fund. Therefore, some portion of an AXA Enterprise Fund’s securities holdings may be sold prior to or immediately following its Reorganization. In addition, GSAM anticipates selling a portion of certain AXA Enterprise Fund’s securities holdings shortly after its Reorganization. To the extent that an AXA Enterprise Fund’s securities holdings are sold prior to its Reorganization, the proceeds of such sales will be held in temporary investments or reinvested in assets that the Corresponding GST Fund may hold. The possible need for a Fund to dispose of certain portfolio investments in connection with its Reorganization could result in selling such investments at a disadvantageous time and price. The sale of securities either prior to its Reorganization or shortly thereafter could result in the AXA Enterprise Fund or its Corresponding GST Fund realizing gains (which may be taxable) or losses that would not otherwise have been realized but for the Reorganization. Such a sale of assets and the reinvestment of the proceeds would involve brokerage and other transactional costs. In that event, GSAM will pay the explicit brokerage commissions resulting from portfolio transactions executed on behalf of the either Fund in connection with the Reorganizations.
      If the Reorganizations are approved, AXA Enterprise Fund shareholders who do not wish to have their AXA Enterprise Fund shares exchanged for shares of a Corresponding GST Fund as part of the Reorganizations should redeem their shares prior to the consummation of the Reorganizations. If you redeem your shares, you may recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them. In addition, if you redeem your shares prior to the Reorganizations and your shares are subject to a CDSC, your redemption proceeds will be reduced by any applicable sales charge.
Description of the Securities to be Issued
      Shareholders of each AXA Enterprise Fund as of the Effective Time of the Reorganization will receive full and/or fractional Class A Shares, Class B Shares, Class C Shares (except in the case of the Goldman Sachs Enhanced Income Fund) and Institutional Shares (or ILA Service Shares, ILA Class B Shares or ILA Class C Shares in the case of the Goldman Sachs ILA Prime Obligations Portfolio) of the respective Corresponding GST Fund in accordance with the procedures provided for in the Reorganization Agreement, as described above. The GST Fund shares to be issued in connection with each Reorganization will be fully paid and non-assessable when issued, and will have no preemptive or conversion rights (except that Class B Shares or ILA Class B Shares in the case of the Goldman Sachs ILA Prime Obligation Portfolio) of each GST Fund convert to Class A Shares (or ILA Service Shares in the case of the Goldman Sachs ILA Prime Obligation Portfolio) of the same Fund approximately eight years after purchase). The rights of shareholders of Enterprise Trust and GST are comparable. For more information see “Comparison of Enterprise Trust’s and GST’s Charter Documents” below and — “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and GST Funds” in Appendix D.

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Federal Income Tax Consequences
      The exchange of each AXA Enterprise Fund’s assets for the Corresponding GST Fund’s shares and its assumption of substantially all of the liabilities of the AXA Enterprise Fund pursuant to the Reorganization Agreement is intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368(a) of the Code. As a condition to the closing of each Reorganization, Enterprise Trust and GST will receive the opinion of Drinker Biddle & Reath LLP, counsel to GST, to the effect that on the basis of the existing provisions of the Code, Treasury regulations thereunder, current administrative rulings and pronouncements and court decisions, and certain facts, qualifications, assumptions and representations, for federal income tax purposes:
  (1) each Reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and each GST Fund and AXA Enterprise Fund will be a “party to a reorganization” within the meaning of Section 368(b) of the Code;
 
  (2) each AXA Enterprise Fund will recognize no gain or loss (a) upon the transfer of its assets to the Corresponding GST Fund in exchange for that GST Fund’s shares and the assumption of the liabilities of the AXA Enterprise Fund, and (b) upon the distribution of those shares to the shareholders of the AXA Enterprise Fund;
 
  (3) each GST Fund will recognize no gain or loss upon the receipt of the assets of the Corresponding AXA Enterprise Fund in exchange for shares of such GST Fund and the assumption of the liabilities of such AXA Enterprise Fund;
 
  (4) the tax basis in the hands of each GST Fund of each asset of the Corresponding AXA Enterprise Fund transferred to such GST Fund in their Reorganization will be the same as the basis of that asset in the hands of such AXA Enterprise Fund immediately before the transfer;
 
  (5) the holding period of each asset of each AXA Enterprise Fund in the hands of the Corresponding GST Fund will include the period during which that asset was held by such AXA Enterprise Fund;
 
  (6) the shareholders of each AXA Enterprise Fund will recognize no gain or loss upon their receipt of shares of the Corresponding GST Fund;
 
  (7) the aggregate tax basis of the GST Fund shares received by each shareholder of the Corresponding AXA Enterprise Fund will equal the aggregate tax basis of the AXA Enterprise Fund shares surrendered in exchange therefor;
 
  (8) the holding period of the GST Fund shares received by each AXA Enterprise Fund shareholder will include the holding period of the AXA Enterprise Fund shares surrendered in exchange therefor, provided that the AXA Enterprise Fund shares are held by that shareholder as capital assets on the date of the exchange; and
 
  (9) each GST Fund will succeed to and take into account the tax attributes of the Corresponding AXA Enterprise Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder.
      Shares held for the purpose of investment are generally considered to be capital assets.
      Neither Enterprise Trust nor GST has sought a tax ruling from the Internal Revenue Service (“IRS”). The opinion of counsel is not binding on the IRS nor does it preclude the IRS from adopting a contrary position.
      At or before the Valuation Time, each AXA Enterprise Fund (except the AXA Enterprise International Growth Fund, Small Company Growth Fund and Small Company Value Fund) will pay a dividend that, together with all previous dividends, will have the effect of distributing to its shareholders all of its investment company taxable income (computed without regard to any deduction for dividends paid) (and net tax-exempt income, if any) for all taxable periods or years ending at or before the Effective Time of a Reorganization and all of its net capital gain, if any, after reduction for any capital loss carry-forwards recognized in those periods or years. Any

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such dividends will generally be included in the taxable income of an AXA Enterprise Fund’s shareholders. The sale of securities by an AXA Enterprise Fund prior to its Reorganization, whether in the ordinary course of business or in anticipation of the Reorganization, could increase the amount of the final distribution made by the AXA Enterprise Fund prior to its Reorganization.
      As a result of the Reorganizations, each GST Fund will succeed to the tax attributes of its Corresponding AXA Enterprise Fund, except that the amount of capital loss carryforwards of an AXA Enterprise Fund that a Corresponding GST Fund (other than a newly organized shell GST Fund) may use to offset capital gains it recognizes after its Reorganization will be subject to an annual limitation under Sections 382 and 383 of the Code. In general, the limitation for each taxable year will equal the sum of (1) the product of the net asset value (“NAV”) of the AXA Enterprise Fund as of the Effective Time of the Reorganization (the “AXA Enterprise Fund’s NAV”) multiplied by the “long-term tax-exempt rate” (which is a market-based rate published by the IRS each month) for the month in which the Effective Time occurs plus (2) the amount of any net unrealized built-in gain of the AXA Enterprise Fund as of the Effective Time of the Reorganization that the GST Fund recognizes in any taxable year all or part of which is in the period through the fifth anniversary of the Reorganization (as long as the amount of net unrealized built-in gain is greater than the lesser of (i) 15% of the AXA Enterprise Fund’s NAV or (ii) $10,000,000). (The annual limitation will be proportionately reduced for the portion of the GST Fund’s current taxable year after the Effective Time of the Reorganization and for any subsequent short taxable year.
      Certain GST Funds anticipate selling portions of the portfolio holdings received from AXA Enterprise Funds after the Reorganizations. The sale of these securities after the Reorganizations will result in those GST Funds recognizing gains and/or losses that they would not otherwise have realized were it not for the Reorganizations. If the net effect of these additional gains and/or losses is an increase in a GST Fund’s net short-term or long-term capital gain for the current calendar year and/or fiscal year, the amount of its taxable distributions to shareholders may likely be increased.
      Shareholders should consult their own tax advisers concerning the potential tax consequences of each Reorganization to them, including foreign, state and local tax consequences.
Comparison of Enterprise Trust’s and GST’s Charter Documents
      Both Enterprise Trust and GST are organized as Delaware statutory trusts. Their operations are governed by their respective Agreement and Declaration of Trust and By-laws and applicable Delaware law. The operations of both Enterprise Trust and GST are also subject to the provisions of the 1940 Act, the rules and regulations of the SEC thereunder and applicable state securities laws. In general, the charter documents governing Enterprise Trust are similar to those documents governing GST. The attributes of a share of beneficial interest of Enterprise Trust and GST are also comparable. The following is only a summary of certain of the differences between Enterprise Trust and its Agreement and Declaration of Trust (the “Enterprise Trust Charter”), on the one hand, and GST and its Agreement and Declaration of Trust (the “GST Charter”), on the other. It is not a complete list of differences.
Trustees of Enterprise Trust and GST
      Subject to the provisions of the GST Charter, the operations of GST are supervised by GST’s Trustees and, subject to the provisions of the Enterprise Trust Charter, the operations of Enterprise Trust are supervised by the Enterprise Trust Trustees. The responsibilities, powers and fiduciary duties of the GST Trustees are substantially the same as those of the Enterprise Trust Trustees. The GST Charter permits GST’s Board of Trustees to remove a GST Trustee with or without cause at any time by a written instrument signed by at least a majority of the then Trustees specifying the effective date of removal or by the vote of holders of shares of beneficial interest of two-thirds of the outstanding shares of GST at a meeting of the shareholders.
      The Enterprise Trust Charter permits the Enterprise Trust Trustees to remove an Enterprise Trust Trustee with or without cause at any time by a written instrument signed by at least two-thirds of the other Trustees,

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specifying the effective date of removal or by the vote of the holders of at least two-thirds of the outstanding shares of beneficial interest of Enterprise Trust at a meeting of the shareholders.
      Both the Enterprise Trust Charter and GST Charter permit the Enterprise Trust Trustees or the GST Trustees, as applicable, to amend the respective Charter documents without a shareholder vote. However, shareholders of the GST Trust have the right to vote on any amendment: (1) that would adversely affect the voting rights of shareholders; (2) that is required by law to be approved by shareholders; (3) that would amend the provisions of the GST Charter regarding amendments thereto; or (4) that the GST Trustees determine to submit to shareholders.
      Shareholders of Enterprise Trust have the right to vote on any amendment: (1) that would affect the voting rights of shareholders granted in Article V of the Enterprise Trust Charter; (2) that would amend the provisions of the Enterprise Trust Charter regarding amendments to the Charter; (3) that is required by applicable law or by the Enterprise Trust’s registration statement; or (4) that the Enterprise Trust Trustees determine to submit to shareholders.
Liability and Indemnification of Enterprise Trust and GST Trustees
      To protect the GST Trustees against certain liabilities, the GST Charter provides that if the GST Trustees have exercised reasonable care and have acted under reasonable belief that their actions are in the best interests of GST, the GST Trustees shall not be responsible or liable for any action or omission or for neglect or wrongdoing of them or any officer, agent, employee, investment adviser or independent contractor of GST, however; nothing in the GST Charter protects a GST Trustee against any liability to GST or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
      In addition, the GST Charter provides for indemnification of Trustees, officers, employees and agents of GST unless the recipient is adjudicated: (1) to be liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office; or (2) not to have acted in good faith in the reasonable belief that such person’s actions were in the best interest of GST.
      The Enterprise Trust Charter has similar liability and indemnification provisions.
Shareholder Liability
      Under Delaware law, shareholders generally are not personally liable for the obligations of a Delaware statutory trust. A shareholder is entitled to the same limitation of liability extended to stockholders of private, for-profit corporations. Similar statutory or other authority, however, limiting shareholder liability does not exist in certain states. As a result, to the extent that Enterprise Trust or GST or a shareholder of either is subject to the jurisdiction of courts to those states, the courts may not apply Delaware law, thereby subjecting the shareholder to liability. To guard against this risk, the Enterprise Trust Charter and the GST Charter: (1) contain an express disclaimer of shareholder liability for acts or obligations of each AXA Enterprise Fund and GST Fund; and (2) provide for indemnification out of such Enterprise Trust and GST Fund’s property, as applicable, for any shareholder held personally liable for the obligations of an applicable Fund. In addition, notice of disclaimer of shareholder liability will normally be given in each agreement, obligation, or instrument entered into or executed by a GST Fund, GST, AXA Enterprise Fund and/or Enterprise Trust. Thus, the risk of a shareholder incurring financial loss beyond his or her investment because of shareholder liability is limited to circumstances in which: (1) a court refuses to apply Delaware law; (2) no contractual limitation of liability is in effect; and (3) the applicable Fund is unable to meet its obligations to indemnify a shareholder. In light of Delaware law, the nature of the AXA Enterprise Funds’ and GST Funds’ businesses and the nature of their assets, Enterprise Trust’s and GST’s respective Board of Trustees believes that the risk of personal liability to a shareholder is extremely remote.

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Voting Rights of Shareholders of Enterprise Trust and GST
      Neither Enterprise Trust nor GST is required to hold annual meetings of shareholders and Enterprise Trust and GST do not intend to hold such meetings. In the event that a meeting of shareholders is held, each share of GST will be entitled, as determined by the GST Trustees without the vote or consent of shareholders, either to one vote for each share or to one vote for each dollar of net asset value represented by such shares on all matters presented to shareholders including the election of GST Trustees (this method of voting being referred to as “dollar based voting”). However, to the extent required by the 1940 Act or otherwise determined by the GST Trustees, series and classes of GST will vote separately from each other. Shareholders of GST do not have cumulative voting rights in the election of Trustees. Meetings of shareholders of GST, or any series or class thereof, may be called by the GST Trustees, certain officers or upon the written request of holders of 10% or more of the shares entitled to vote at such meetings. The GST Trustees will call a special meeting of shareholders for the purpose of electing Trustees if, at any time, less than a majority of Trustees holding office at the time were elected by shareholders. The GST Charter provides that the shareholders have the power to, vote only with respect to: (1) the election of GST Trustees to the extent and as provided therein; (2) the removal of Trustees as provided therein; (3) any matter required to be approved by the shareholders under the 1940 Act; (4) the termination of GST under certain circumstances as provided therein; (5) certain amendments of the GST Charter; and (6) with respect to such additional matters relating to GST as may be required or authorized by law, the GST Charter or the GST By-laws or any registration of GST with the SEC or any state, or as the GST Trustees may consider desirable.
      Similarly, a shareholder meeting may be called by the Enterprise Trust Trustees for the purpose of electing Trustees, for such other purposes as may be prescribed by law, the Enterprise Trust Charter or the By-laws or for any other matter deemed by the Enterprise Trust Trustees to be necessary or desirable. The Enterprise Trust Charter provides that its shareholders shall have the power to vote only: (1) for the election of Trustees to the extent and as provided therein; (2) the removal of Trustees to the extent and as provided therein; (3) the termination of the Enterprise Trust to the extent and as provided therein; (4) the amendments of the Enterprise Trust Charter to the extent and as provided therein; and (5) such additional matters relating to the Enterprise Trust as may be required or authorized by law, the Enterprise Trust Charter, or the By-laws or any registration of the Enterprise Trust with the SEC or any State, or as the Enterprise Trust Trustees may consider desirable. The shareholder of record of such share is entitled to one vote for each full share and a fractional vote for each fractional share. Shareholders are not entitled to cumulative voting in the election of Trustees or on any other matter.
      Except when a larger vote is required by law, both the Enterprise Trust Charter and GST Charter require the holders of one-third of the shares entitled to vote to establish a quorum for the transaction of business at a meeting of shareholders. In addition, both the Enterprise Trust Charter and GST Charter provide that, except when a larger vote is required by law, by the respective GST Charter or Enterprise Trust Charter, or by the respective By-laws of GST or Enterprise Trust, the holders of shares representing a majority of votes present and entitled to be cast at a shareholders’ meeting in person or by proxy on the matter shall decide that matter except that a plurality of votes cast shall elect a trustee.
Termination of Enterprise Trust/ GST and its Series or Classes
      The GST Charter permits the termination of GST or any series or class of GST: (1) by a majority of the affected shareholders at a meeting of shareholders of GST, series or class; or (2) by a majority of the GST Trustees without shareholder approval if the GST Trustees determine, in their sole discretion, that such action is in the best interest of GST, such series, such class or their shareholders.
      Similarly, the Enterprise Trust Charter provides that the Enterprise Trust may be terminated at any time by: (1) a vote of a majority of the shares of each series entitled to vote, voting separately by series; or (2) by the Enterprise Trust Trustees by written notice to the shareholders. Any series or class may be terminated at any time by: (1) a vote of a majority of the shares of such series or class entitled to vote; or (2) by the Enterprise Trust Trustees by written notice to the shareholders of such series or class.

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ADDITIONAL INFORMATION ABOUT THE AXA ENTERPRISE FUNDS AND GST FUNDS
Investment Advisers and Advisory Fee Information
      The GST Funds, except for the Goldman Sachs Strategic International Equity Fund, are managed on a day-to-day basis by GSAM. GSAMI manages the Strategic International Equity Fund on a day-to-day basis. GSAM and GSAMI will continue to manage the GST Funds after the Reorganization. As of                     , 2006, GSAM and GSAMI had assets under management of approximately $                billion.
      AXA Equitable, through its AXA Funds Management Group unit, currently serves as investment adviser to each AXA Enterprise Fund of the Enterprise Trust. In addition, sub-advisers have been hired to manage the investments of the AXA Enterprise Funds as discussed earlier in this Proxy/ Prospectus. AXA Equitable pays the sub-advisers out of the advisory fees that it earns from the AXA Enterprise Funds.
      The following table shows the contractual investment advisory fees including the fee ratios after any fee waivers for each AXA Enterprise Fund and its corresponding GST Fund. The fees for the AXA Enterprise Funds are based on actual expenses for the twelve months ended October 31, 2006. The fees for the GST Funds represent the pro forma annualized advisory fees before and after waivers based upon fee arrangements that will

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be in place upon consummation of the Reorganization. None of the AXA Enterprise Funds are large enough to reach a break point.
                     
    Advisory Fees       Advisory Fees
    Before/After       Before/After
AXA Enterprise Fund*   Waivers   Corresponding GST Fund   Waivers
             
Capital Appreciation Fund
Advisory Fee
     0.730%/0.73% 1   Goldman Sachs Structured
  U.S. Equity Fund		     0.65%/0.51% 2
 
Deep Value Fund Advisory
Fee
     0.730%/0.46% 1   Goldman Sachs Large Cap Value
  Fund		     0.75%/0.75% 2
 
Equity Fund Advisory
Fee
     0.730%/0.59% 1   Goldman Sachs Structured Large
  Cap Growth Fund		     0.65%/0.51% 2
 
Equity Income Fund Advisory
Fee
     0.730%/0.58% 1   Goldman Sachs Growth and
  Income Fund		     0.70%/0.70% 2
 
Growth and Income Fund
Advisory Fee
     0.730%/0.45% 1   Goldman Sachs Growth and
  Income Fund		     0.70%/0.70% 2
 
International Growth Fund
Advisory Fee
     0.830%/0.83% 1   Goldman Sachs Strategic
  International Equity Fund		     0.85%/0.85% 2
 
Large Cap Growth Fund Advisory
Fee
     0.730%/0.35% 1   Goldman Sachs Capital Growth
  Fund		     0.95%/0.95% 2
 
Small Company Growth Fund
Advisory Fee
     0.980%/0.45% 1   Goldman Sachs Structured Small
  Cap Growth Fund		     0.85%/0.81% 2
 
Small Company Value Fund
Advisory Fee
     0.730%/0.73% 1   Goldman Sachs Structured Small
  Cap Value Fund		     0.85%/0.81% 2
 
Government Securities Fund
Advisory Fee
     0.580%/0.23% 1   Goldman Sachs Government
  Income Fund		     0.54%/0.54% 2
 
High Yield Bond Fund Advisory
Fee
     0.600%/0.46% 1   Goldman Sachs High Yield
  Fund		     0.70%/0.70% 2
 
Short Duration Bond Fund
Advisory Fee
     0.430%/0.10% 1   Goldman Sachs Enhanced Income
  Fund		     0.25%/0.20% 2
 
Tax-Exempt Income Fund
Advisory Fee
     0.480%/0.000% 1   Goldman Sachs Municipal Income
  Fund		     0.55%/0.50% 2
 
Money Market Fund Advisory
Fee
     0.330%/0.000% 1   Goldman Sachs ILA Prime
  Obligations Portfolio		     0.35%/0.35% 2

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*    Includes Sub-Advisory Fee.
 
1  AXA Equitable has entered into agreements with the Enterprise Trust establishing a contractual management fee rate. The agreements imposed breakpoints on the management fees and reduce the management fees for certain of the AXA Enterprise Funds to annual rates equal to the following percentages of the average daily net assets of the AXA Enterprise Funds as follows:
                                         
AXA Enterprise Fund   First $1 billion   Next $1 billion   Next $3 billion   Next $5 billion   Thereafter
                     
Capital Appreciation Fund
     0.730%       0.705%       0.680%       0.655%       0.630%  
Deep Value Fund
     0.730%       0.705%       0.680%       0.655%       0.630%  
Equity Fund
     0.730%       0.705%       0.680%       0.655%       0.630%  
Equity Income Fund
     0.730%       0.705%       0.680%       0.655%       0.630%  
Growth and Income Fund
     0.730%       0.705%       0.680%       0.655%       0.630%  
International Growth Fund
     0.830%       0.805%       0.780%       0.755%       0.730%  
Large Cap Growth Fund
     0.730%       0.705%       0.680%       0.655%       0.630%  
Small Company Growth Fund
     0.980%       0.955%       0.930%       0.905%       0.880%  
Small Company Value Fund
     0.730%       0.705%       0.680%       0.655%       0.630%  
Government Securities Fund
     0.580%       0.555%       0.530%       0.505%       0.480%  
High Yield Bond Fund
     0.600%       0.575%       0.550%       0.525%       0.500%  
Short Duration Bond Fund
     0.430%       0.405%       0.380%       0.355%       0.330%  
Tax-Exempt Income Fund
     0.480%       0.455%       0.430%       0.405%       0.380%  
Money Market Fund
     0.330%       0.305%       0.280%       0.255%       0.230%  
2  The breakpoints listed below have been contractual for: the Goldman Sachs Structured U.S. Equity, Large Cap Value, Structured Large Cap Growth, Growth and Income and Capital Growth Funds since December 29, 2005; the Goldman Sachs Government Income, High Yield, Enhanced Income and Municipal Income Funds since February 28, 2006; the Goldman Sachs Strategic International Equity, Structured Small Cap Growth and Structured Small Cap Value Fund since commencement of operations. The fee reduction commitments imposed breakpoints on the management fees and reduce the management fees for certain GST Funds to annual rates equal to the following percentages of the average daily net assets of the GST Funds:
                         
        Over $1 billion    
GST Fund   First $1 billion   up to $2 billion   Over $2 billion
             
Structured U.S. Equity Fund
     0.65%       0.59%       0.56%  
Large Cap Value Fund
     0.75%       0.68%       0.65%  
Structured Large Cap Growth Fund
     0.65%       0.59%       0.56%  
Growth and Income Fund
     0.70%       0.63%       0.60%  
Strategic International Equity Fund
     0.85%       0.77%       0.73%  
Capital Growth Fund
     1.00%       0.90%       0.80%  
Structured Small Cap Growth Fund
     0.85%       0.85%       0.77%  
Structured Small Cap Value Fund
     0.85%       0.85%       0.77%  
Government Income Fund
     0.54%       0.49%       0.47%  
High Yield Fund
     0.70%       0.70%       0.63%  
Enhanced Income Fund
     0.25%       0.23%       0.22%  
Municipal Income Fund
     0.55%       0.50%       0.48%  
  The Structured Small Cap Growth, Structured Small Cap Value and Strategic International Equity Funds have not yet commenced operations.
 
  In addition, GSAM has voluntarily agreed not to impose a portion of the management fee for certain GST Funds. These fee waivers may be terminated at any time at the option of GSAM. As a result of fee waivers, the current management fees of these GST Funds as a percentage of average daily net assets are as follows:

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GST Fund   Management Fee
     
Structured U.S. Equity Fund
     0.51%  
Structured Large Cap Growth Fund
     0.51%  
Enhanced Income Fund
     0.20%  
Municipal Income Fund
     0.50%  
Other Service Providers
      The Enterprise Trust and GST have different service providers. Upon completion of the Reorganization, GST will continue to engage its existing service providers. In all cases, the types of services provided to the Enterprise Trust and GST under the service arrangements are substantially similar.
         
    Enterprise Trust   GST
         
Distributor
   Enterprise Fund Distributors, Inc.   Goldman Sachs
Administrator
   AXA Equitable*   GSAM**
Transfer Agent and Dividend Disbursing Agent
  
Boston Financial Data Services, Inc.		   Goldman Sachs
Custodian   JPMorgan Chase Bank   JP Morgan Chase Bank (Municipal
Income Fund)
        State Street Bank & Trust Company
(All other GST Funds)
Independent Registered Public Accounting Firm
  
PricewaterhouseCoopers LLP		  
PricewaterhouseCoopers LLP
 
*  AXA Equitable provides administrative services to the Enterprise Trust pursuant to a fund services agreement.
 
**  GSAM provides administrative services to GST Funds as part of its advisory services for GST Funds.
Administration Arrangements
      GSAM provides various administrative, accounting and corporate secretarial services to the GST Funds. GSAM performs these administrative services for the GST Funds under its Management Agreements with the GST Funds.
      AXA Equitable serves as administrator to the Enterprise Trust pursuant to a fund services agreement. As the administrator, AXA Equitable assists in each AXA Enterprise Fund’s administration and operation including, but not limited to, coordination of the Enterprise Trust’s audit, financial statements and tax returns, expense management and budgeting, legal administrative services and compliance monitoring, portfolio accounting services (including daily net asset value accounting), operational risk management, and oversight of the portfolio accounting services (including daily net asset value accounting), operational risk management, and oversight of the Enterprise Trust’s proxy voting policies and procedures and anti-money laundering program. AXA Equitable receives a fee for its administrative services, in addition to the management fee, computed daily and payable monthly, at an annual rate of 0.055% of each AXA Enterprise Fund’s average net assets.
      J.P. Morgan Investor Services Co. serves as sub-administrator to the Enterprise Trust. The sub-administrator provides the Enterprise Trust with certain administrative services, including, but not limited to, monitoring of fund compliance and fund accounting services.
Shareholder Transactions and Services of AXA Enterprise Funds and GST Funds
      Information concerning applicable sales charges, distribution-related and shareholder servicing-related fees, and purchase, redemption and exchange procedures for the AXA Enterprise Funds and the GST Funds is provided above. Additional information concerning these matters as well as information regarding how each

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Fund’s net asset value is determined and the dividend and distribution policies for the Funds, is summarized in Appendix D and is described in detail in each Fund’s prospectus.
Financial Highlights
      The following financial highlights tables are intended to help you understand each GST Fund’s financial performance for the past five years. Certain information reflects financial results for a single GST Fund share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in GST Fund (assuming reinvestment of all dividends and distributions). The information for the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Capital Growth Fund and Goldman Sachs ILA Prime Obligation Portfolio has been audited by PricewaterhouseCoopers LLP. The information for the Goldman Sachs Government Income Fund, Goldman Sachs High Yield Fund, Goldman Sachs Enhanced Income Fund and Goldman Sachs Municipal Income Fund has been audited by Ernst & Young LLP. PricewaterhouseCoopers LLP’s and Ernst & Young LLP’s reports along with such GST Fund’s financial statements, are included in each GST Fund’s annual report, which is available upon request without charge. The financial highlights for the six months ended June 30, 2006 with respect to the GST Funds are unaudited. No financial highlights tables are presented for the Goldman Sachs Strategic International Equity, Structured Small Cap Growth and Structured Small Cap Value Funds because the accounting survivor of the respective GST Funds will be the AXA Enterprise International Growth Fund, AXA Enterprise Small Company Growth Fund and AXA Enterprise Small Company Value Fund.

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FINANCIAL HIGHLIGHTS
Goldman Sachs Structured U.S. Equity Fund
Selected Data for a Share Outstanding Throughout Each Year
                                         
            Distributions to
        Income (Loss) from Investment Operations   Shareholders
             
    Net Asset   Net        
    Value,   Investment   Net Realized   Total from   From Net
    Beginning   Income   and Unrealized   Investment   Investment
Year—Share Class   of Year   (Loss)(a)   Gain (Loss)   Operations   Income
                     
 
For the Years Ended August 31,                                
2006 - A
   $ 29.13     $ 0.24     $ 2.53     $ 2.77     $ (0.11 )
2006 - B
     27.52       — (d)     2.40       2.40       —  
2006 - C
     27.39       0.01       2.38       2.39       —  
2006 - Institutional
     29.72       0.38       2.56       2.94       (0.18 )
 
2005 - A
     25.81       0.26 (c)     3.28       3.54       (0.22 )
2005 - B
     24.39       0.05 (c)     3.09       3.14       (0.01 )
2005 - C
     24.30       0.05 (c)     3.07       3.12       (0.03 )
2005 - Institutional
     26.32       0.36 (c)     3.37       3.73       (0.33 )
 
2004 - A
     22.57       0.11       3.20       3.31       (0.07 )
2004 - B
     21.42       (0.08 )     3.05       2.97       —  
2004 - C
     21.34       (0.08 )     3.04       2.96       —  
2004 - Institutional
     23.00       0.21       3.27       3.48       (0.16 )
 
2003 - A
     20.18       0.09       2.31       2.40       (0.01 )
2003 - B
     19.28       (0.06 )     2.20       2.14       —  
2003 - C
     19.20       (0.06 )     2.20       2.14       —  
2003 - Institutional
     20.57       0.17       2.37       2.54       (0.11 )
 
2002 - A
     24.30       0.04       (4.16 )     (4.12 )     —  
2002 - B
     23.39       (0.13 )     (3.98 )     (4.11 )     —  
2002 - C
     23.29       (0.12 )     (3.97 )     (4.09 )     —  
2002 - Institutional
     24.68       0.14       (4.25 )     (4.11 )     —  
(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 $0.10 per share and .03% of average net assets.
(d) Amount is less than $0.005.

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                        Ratios Assuming    
                        no Expense Reductions    
                             
                Ratio of Net   Ratio of Net   Ratio of Total   Ratio of Net    
    Net Asset       Net Assets,   Expenses to   Investment Income   Expenses to   Investment Income    
    Value, End   Total   End of Year   Average Net   (Loss) to Average   Average Net   (Loss) to Average   Portfolio
    of Year   Return(b)   (in 000s)   Assets   Net Assets   Assets   Net Assets   Turnover Rate
                                 
 
    $ 31.79       9.51 %   $ 611,999       0.99 %     0.79 %     1.15 %     0.64 %     129 %
      29.92       8.72       78,110       1.75       0.01       1.90       (0.13 )     129  
      29.78       8.73       36,628       1.75       0.03       1.90       (0.12 )     129  
      32.48       9.97       644,250       0.59       1.22       0.75       1.06       129  
 
      29.13       13.75       477,204       1.09       0.93 (c)     1.19       0.83 (c)     142  
      27.52       12.87       108,595       1.84       0.19 (c)     1.94       0.09 (c)     142  
      27.93       12.86       38,380       1.84       0.20 (c)     1.94       0.10 (c)     142  
      29.72       14.16       269,545       0.69       1.23 (c)     0.79       1.13 (c)     142  
 
      25.81       14.71       398,346       1.13       0.43       1.25       0.31       112  
      24.39       13.87       115,492       1.88       (0.32 )     2.00       (0.44 )     112  
      24.30       13.87       38,656       1.88       (0.32 )     2.00       (0.44 )     112  
      26.32       15.18       140,587       0.73       0.83       0.85       0.71       112  
 
      22.57       11.90       351,673       1.15       0.44       1.26       0.33       74  
      21.42       11.10       118,993       1.90       (0.31 )     2.01       (0.42 )     74  
      21.34       11.15       36,546       1.90       (0.31 )     2.01       (0.42 )     74  
      23.00       12.40       131,457       0.75       0.84       0.86       0.73       74  
 
      20.18       (16.95 )     340,934       1.14       0.19       1.24       0.09       74  
      19.28       (17.57 )     125,243       1.89       (0.57 )     1.99       (0.67 )     74  
      19.20       (17.56 )     36,223       1.89       (0.56 )     1.99       (0.66 )     74  
      20.57       (16.65 )     163,439       0.74       0.59       0.84       0.49       74  

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FINANCIAL HIGHLIGHTS
Goldman Sachs Large Cap Value Fund
Selected Data for a Share Outstanding Throughout Each Year
                                                         
        Income (Loss) from    
        Investment Operations   Distributions to Shareholders
             
    Net Asset           From    
    Value,   Net   Net Realized   Total from   From Net   Net    
    Beginning   Investment   and Unrealized   Investment   Investment   Realized   Total
Year—Share Class   of Year   Income(a)   Gain (Loss)   Operations   Income   Gains   Distributions
                             
For the Years Ended August 31,                                                
2006 - A
   $ 13.40     $ 0.12     $ 1.36     $ 1.48     $ (0.09 )   $ (0.99 )   $ (1.08 )
2006 - B
     13.09       0.02       1.32       1.34       —       (0.99 )     (0.99 )
2006 - C
     13.06       0.03       1.31       1.34       (0.01 )     (0.99 )     (1.00 )
2006 - Institutional
     13.52       0.18       1.37       1.55       (0.14 )     (0.99 )     (1.13 )
 
2005 - A
     11.80       0.13 (c)     1.65       1.78       (0.09 )     (0.09 )     (0.18 )
2005 - B
     11.54       0.04 (c)     1.61       1.65       (0.01 )     (0.09 )     (0.10 )
2005 - C
     11.53       0.03 (c)     1.61       1.64       (0.02 )     (0.09 )     (0.11 )
2005 - Institutional
     11.90       0.19 (c)     1.66       1.85       (0.14 )     (0.09 )     (0.23 )
 
2004 - A
     9.86       0.08       1.95       2.03       (0.09 )     —       (0.09 )
2004 - B
     9.66       — (d)     1.91       1.91       (0.03 )     —       (0.03 )
2004 - C
     9.67       — (d)     1.90       1.90       (0.04 )     —       (0.04 )
2004 - Institutional
     9.95       0.12       1.96       2.08       (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 )
 
2002 - A
     10.21       0.08       (1.01 )     (0.93 )     (0.04 )     —       (0.04 )
2002 - B
     10.10       — (d)     (0.99 )     (0.99 )     —       —       —  
2002 - C
     10.10       — (d)     (0.99 )     (0.99 )     —       —       —  
2002 - Institutional
     10.24       0.12       (1.01 )     (0.89 )     (0.06 )     —       (0.06 )
(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 $0.03 per share and 0.21% of average net assets.
(d)   Less than $0.005 per share.

198

 

                                                                     
                        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    
                                     
 
    $ 13.80       11.67 %   $ 707,319       1.23 %     0.94 %     1.23 %     0.94 %     66 %    
      13.44       10.78       24,939       1.98       0.17       1.98       0.17       66      
      13.40       10.85       54,910       1.98       0.19       1.98       0.19       66      
      13.94       12.12       506,910       0.83       1.35       0.83       1.35       66      
 
      13.40       15.16       518,376       1.25       1.03 (c)     1.26       1.02 (c)     70      
      13.09       14.35       25,040       2.00       0.29 (c)     2.01       0.28 (c)     70      
      13.06       14.28       37,503       2.00       0.25 (c)     2.01       0.24 (c)     70      
      13.52       15.61       321,210       0.85       1.45 (c)     0.86       1.44 (c)     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      
 
      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      
 
      9.24       (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      

199

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Structured Large Cap Growth Fund
Selected Data for a Share Outstanding Throughout Each Year
                                                         
        Income (Loss) from   Distributions to
        Investment Operations   Shareholders
             
    Net Asset   Net        
    Value,   Investment   Net Realized   Total from   From Net   From Net    
    Beginning   Income   and Unrealized   Investment   Investment   Realized   Total
Year—Share Class   of Year   (Loss)(a)   Gain (Loss)   Operations   Income   Gains   Distributions
                             
For The Years Ended August 31,                                                
2006 - A
   $ 12.55     $ 0.04     $ 0.61     $ 0.65     $ — (f)   $ —     $ — (f)
2006 - B
     11.81       (0.06 )     0.58       0.52       —       —       —  
2006 - C
     11.81       (0.06 )     0.59       0.53       —       —       —  
2006 - Institutional
     12.89       0.09       0.64       0.73       (0.04 )     —       (0.04 )
 
2005 - A
     11.13       0.04 (c)     1.38 (d)     1.42       —       —       —  
2005 - B
     10.55       (0.04 )(c)     1.30 (d)     1.26       —       —       —  
2005 - C
     10.55       (0.04 )(c)     1.30 (d)     1.26       —       —       —  
2005 - Institutional
     11.38       0.08 (c)     1.43 (d)     1.51       —       —       —  
 
2004 - A
     10.33       (0.01 )     0.81       0.80       —       —       —  
2004 - B
     9.87       (0.09 )     0.77       0.68       —       —       —  
2004 - C
     9.87       (0.09 )     0.77       0.68       —       —       —  
2004 - Institutional
     10.52       0.03       0.83       0.86       —       —       —  
 
2003 - A
     9.06       (0.01 )     1.28       1.27       —       —       —  
2003 - B
     8.72       (0.07 )     1.22       1.15       —       —       —  
2003 - C
     8.72       (0.07 )     1.22       1.15       —       —       —  
2003 - Institutional
     9.19       0.03       1.30       1.33       —       —       —  
 
2002 - A
     11.51       (0.03 )     (2.38 )     (2.41 )     —       (0.04 )     (0.04 )
2002 - B
     11.16       (0.11 )     (2.29 )     (2.40 )     —       (0.04 )     (0.04 )
2002 - C
     11.17       (0.11 )     (2.30 )     (2.41 )     —       (0.04 )     (0.04 )
2002 - Institutional
     11.63       0.01       (2.41 )     (2.40 )     —       (0.04 )     (0.04 )
(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 $0.03 per share and 0.30% of average net assets.
(d)  Reflects an increase of $0.01 due to payments by affiliates during the period to reimburse certain security claims.
(e)  Performance has not been restated to reflect the impact of security claims recorded during the period. If restated, the performance would have been 12.67%, 11.85%, 11.85% and 13.18% for Class A, Class B, Class C, and Institutional Shares, respectively.
(f) Amount is less than $0.005 per share.

200

 

                                                                     
                        Ratios Assuming No        
                        Expense Reductions        
                                 
                    Ratio of       Ratio of        
            Net Assets   Ratio of   Net Investment   Ratio of   Net Investment        
    Net Asset       at 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    
                                     
    $ 13.20       5.21 %   $ 310,386       1.00 %     0.28 %     1.16 %     0.12 %     111 %    
      12.33       4.40       41,947       1.76       (0.52 )     1.91       (0.67 )     111      
      12.34       4.49       22,811       1.76       (0.52 )     1.91       (0.67 )     111      
      13.58       5.66       488,448       0.60       0.69       0.76       0.53       111      
     
      12.55       12.76 (e)     166,792       1.11       0.37 (c)     1.24       0.24 (c)     146      
      11.81       11.94 (e)     65,545       1.86       (0.32 )(c)     1.99       (0.45 )(c)     146      
      11.81       11.94 (e)     29,672       1.86       (0.32 )(c)     1.99       (0.45 )(c)     146      
      12.89       13.27 (e)     263,906       0.71       0.65 (c)     0.84       0.52 (c)     146      
     
      11.13       7.74       120,872       1.15       (0.10 )     1.29       (0.24 )     149      
      10.55       6.89       78,810       1.90       (0.85 )     2.04       (0.99 )     149      
      10.55       6.89       32,901       1.90       (0.85 )     2.04       (0.99 )     149      
      11.38       8.17       109,353       0.75       0.31       0.89       0.17       149      
     
      10.33       14.02       127,317       1.18       (0.07 )     1.31       (0.20 )     119      
      9.87       13.19       91,084       1.93       (0.82 )     2.06       (0.95 )     119      
      9.87       13.19       36,553       1.93       (0.82 )     2.06       (0.95 )     119      
      10.52       14.47       114,524       0.78       0.33       0.91       0.20       119      
     
      9.06       (21.04)       139,593       1.17       (0.32 )     1.27       (0.42 )     113      
      8.72       (21.61)       99,959       1.92       (1.06 )     2.02       (1.16 )     113      
      8.72       (21.68)       41,627       1.92       (1.07 )     2.02       (1.17 )     113      
      9.19       (20.74)       131,590       0.77       0.08       0.87       (0.02 )     113      

201

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Growth and Income Fund
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   Net Asset
    Beginning   Investment   and Unrealized   Investment   Investment   Value, End
Year—Share Class   of Year   Income(a)   Gain (Loss)   Operations   Income   of Year
                         
 
For the Years Ended August 31,                                        
2006 - A
   $ 25.55     $ 0.46     $ 2.86     $ 3.32     $ (0.42 )   $ 28.45  
2006 - B
     24.86       0.24       2.82       3.06       (0.23 )     27.69  
2006 - C
     24.78       0.25       2.80       3.05       (0.23 )     27.60  
2006 - Institutional
     25.86       0.57       2.91       3.48       (0.53 )     28.81  
 
2005 - A
     22.88       0.41 (c)     2.61 (d)     3.02       (0.35 )     25.55  
2005 - B
     22.27       0.22 (c)     2.54 (d)     2.76       (0.17 )     24.86  
2005 - C
     22.21       0.22 (c)     2.53 (d)     2.75       (0.18 )     24.78  
2005 - Institutional
     23.15       0.52 (c)     2.63 (d)     3.15       (0.44 )     25.86  
 
2004 - A
     19.22       0.22       3.67       3.89       (0.23 )     22.88  
2004 - B
     18.72       0.05       3.58       3.63       (0.08 )     22.27  
2004 - C
     18.67       0.05       3.57       3.62       (0.08 )     22.21  
2004 - Institutional
     19.44       0.31       3.72       4.03       (0.32 )     23.15  
 
2003 - A
     18.01       0.25       1.21       1.46       (0.25 )     19.22  
2003 - B
     17.55       0.12       1.17       1.29       (0.12 )     18.72  
2003 - C
     17.51       0.12       1.16       1.28       (0.12 )     18.67  
2003 - Institutional
     18.22       0.33       1.21       1.54       (0.32 )     19.44  
 
2002 - A
     19.66       0.18       (1.69 )     (1.51 )     (0.14 )     18.01  
2002 - B
     19.23       0.04       (1.65 )     (1.61 )     (0.07 )     17.55  
2002 - C
     19.19       0.04       (1.65 )     (1.61 )     (0.07 )     17.51  
2002 - Institutional
     19.84       0.22       (1.66 )     (1.44 )     (0.18 )     18.22  
(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)  Reflects an increase of $0.02 due to payments by affiliates during the period to reimburse certain security claims.
(e)  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%, and 13.78% for Class A, Class B, Class C, and Institutional Shares, respectively.

202

 

                                                         
                    Ratios Assuming No Expense Reductions    
                         
            Ratio of   Ratio of Net   Ratio of   Ratio of Net    
        Net Assets,   Net Expenses   Investment Income   Total Expenses   Investment Income    
    Total   End of Year   to Average   to Average   to Average   to Average   Portfolio
    Return(b)   (in 000s)   Net Assets   Net Assets   Net Assets   Net Assets   Turnover Rate
                             
 
      13.14 %   $ 1,061,063       1.18 %     1.72 %     1.19 %     1.72 %     51 %
      12.36       64,579       1.93       0.93       1.94       0.93       51  
      12.33       18,834       1.93       0.97       1.94       0.97       51  
      13.62       27,590       0.78       2.14       0.79       2.14       51  
 
      13.37 (e)     924,479       1.19       1.65 (c)     1.21       1.63 (c)     45  
      12.50 (e)     92,469       1.94       0.91 (c)     1.96       0.89 (c)     45  
      12.49 (e)     16,149       1.94       0.89 (c)     1.96       0.87 (c)     45  
      13.83 (e)     19,226       0.79       1.94 (c)     0.81       1.92 (c)     45  
 
      20.27       637,130       1.19       1.02       1.21       1.00       54  
      19.38       93,367       1.94       0.27       1.96       0.25       54  
      19.40       12,159       1.94       0.27       1.96       0.25       54  
      20.75       4,659       0.79       1.43       0.81       1.41       54  
 
      8.25       401,439       1.20       1.42       1.24       1.38       55  
      7.43       81,765       1.95       0.68       1.99       0.64       55  
      7.39       9,661       1.95       0.68       1.99       0.64       55  
      8.63       3,615       0.80       1.83       0.84       1.79       55  
 
      (7.74 )     291,151       1.20       0.95       1.22       0.93       89  
      (8.42 )     76,772       1.95       0.19       1.97       0.17       89  
      (8.42 )     9,336       1.95       0.21       1.97       0.19       89  
      (7.36 )     4,539       0.80       1.12       0.82       1.10       89  

203

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Capital Growth Fund
Selected Data for a Share Outstanding Throughout Each Year
                                                 
            Distributions to
        Income (Loss) from Investment Operations   Shareholders
    Net Asset        
    Value,       Net Realized   Total from   From Net   From Net
    Beginning   Net Investment   and Unrealized   Investment   Investment   Realized
Year—Share Class   of Year   Income (Loss)(a)   Gain (Loss)   Operations   Income   Gains
                         
For the Years Ended August 31,
                                                
2006 - A
   $ 20.06     $ (0.08 )   $ 0.65     $ 0.57     $ (0.01 )   $ —  
2006 - B
     18.63       (0.22 )     0.62       0.40       —       —  
2006 - C
     18.60       (0.22 )     0.61       0.39       —       —  
2006 - Institutional
     20.65       —       0.68       0.68       (0.09 )     —  
 
2005 - A
     18.31       0.05 (d)     1.70 (e)     1.75       —       —  
2005 - B
     17.13       (0.09 )(d)     1.59 (e)     1.50       —       —  
2005 - C
     17.10       (0.09 )(d)     1.59 (e)     1.50       —       —  
2005 - Institutional
     18.77       0.13 (d)     1.75 (e)     1.88       —       —  
 
2004 - A
     17.07       (0.05 )     1.29       1.24       —       —  
2004 - B
     16.09       (0.17 )     1.21       1.04       —       —  
2004 - C
     16.07       (0.17 )     1.20       1.03       —       —  
2004 - Institutional
     17.44       0.03       1.30       1.33       —       —  
 
2003 - A
     15.44       — (c)     1.63       1.63       —       —  
2003 - B
     14.66       (0.11 )     1.54       1.43       —       —  
2003 - C
     14.64       (0.11 )     1.54       1.43       —       —  
2003 - Institutional
     15.71       0.06       1.67       1.73       —       —  
 
2002 - A
     19.76       (0.05 )     (4.24 )     (4.29 )     —       (0.03 )
2002 - B
     18.90       (0.18 )     (4.03 )     (4.21 )     —       (0.03 )
2002 - C
     18.88       (0.18 )     (4.03 )     (4.21 )     —       (0.03 )
2002 - Institutional
     20.02       0.02       (4.30 )     (4.28 )     —       (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)  Amount is less than $0.005 per share.
(d)  Reflects income recognized from special dividends which amounted to $0.11 per share and 0.56% of average net assets.
(e)  Reflects an increase of $0.01 due to payments by affiliates during the period to reimburse certain security claims.

204

 

                                                                 
                        Ratios Assuming No    
                        Expense Reductions    
                             
                    Ratio of       Ratio of    
                Ratio of   Net Investment   Ratio of   Net Investment    
    Net Asset       Net Assets,   Net Expenses   Income (Loss)   Total Expenses   Income (Loss)    
    Value, End   Total   at End of Year   to Average   to Average   to Average   to Average   Portfolio
    of Year   Return(b)   (in 000s)   Net Assets   Net Assets   Net Assets   Net Assets   Turnover Rate
                                 
 
    $ 20.62       2.86 %   $ 1,289,843       1.39 %     (0.41 )%     1.44 %     (0.45 )%     51 %
      19.03       2.15       96,106       2.14       (1.16 )     2.19       (1.21 )     51  
      18.99       2.10       68,528       2.14       (1.16 )     2.19       (1.21 )     51  
      21.24       3.31       272,295       0.99       (0.01 )     1.04       (0.05 )     51  
 
      20.06       9.56       1,374,264       1.39       0.24 (d)     1.45       0.18 (d)     34  
      18.63       8.76       160,575       2.14       (0.48 )(d)     2.20       (0.54 )(d)     34  
      18.60       8.77       81,132       2.14       (0.49 )(d)     2.20       (0.55 )(d)     34  
      20.65       10.02       273,418       0.99       0.68 (d)     1.05       0.62 (d)     34  
 
      18.31       7.26       1,343,848       1.39       (0.26 )     1.47       (0.34 )     43  
      17.13       6.46       196,910       2.14       (1.01 )     2.22       (1.09 )     43  
      17.10       6.41       89,086       2.14       (1.01 )     2.22       (1.09 )     43  
      18.77       7.63       289,239       0.99       0.14       1.07       0.06       43  
 
      17.07       10.56       1,483,768       1.40       0.00       1.48       (0.08 )     17  
      16.09       9.75       226,663       2.15       (0.74 )     2.23       (0.82 )     17  
      16.07       9.77       100,027       2.15       (0.74 )     2.23       (0.82 )     17  
      17.44       11.01       303,840       1.00       0.41       1.08       0.33       17  
 
      15.44       (21.74 )     1,388,868       1.43       (0.29 )     1.47       (0.33 )     11  
      14.66       (22.31 )     238,335       2.18       (1.04 )     2.22       (1.08 )     11  
      14.64       (22.33 )     101,783       2.18       (1.04 )     2.22       (1.08 )     11  
      15.71       (21.41 )     316,020       1.03       0.11       1.07       0.07       11  

205

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Government Income Fund
Selected Data for a Share Outstanding Throughout Each Year
                                                         
        Income (Loss) from    
        Investment Operations   Distributions 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(a)   Gain (Loss)   Operations   Income   Gains   Distributions
                             
For the Years Ended October 31,                                                
2006 - A
   $ 14.57     $ 0.55     $ 0.08     $ 0.63     $ (0.56 )   $ — (e)   $ (0.56 )
2006 - B
     14.57       0.44       0.08       0.52       (0.45 )     — (e)     (0.45 )
2006 - C
     14.56       0.44       0.08       0.52       (0.45 )     — (e)     (0.45 )
2006 - Institutional
     14.55       0.60       0.09       0.69       (0.61 )     — (e)     (0.61 )
 
2005 - A
     15.00       0.43       (0.30 )     0.13       (0.39 )     (0.17 )     (0.56 )
2005 - B
     15.00       0.30       (0.28 )     0.02       (0.28 )     (0.17 )     (0.45 )
2005 - C
     14.99       0.31       (0.29 )     0.02       (0.28 )     (0.17 )     (0.45 )
2005 - Institutional
     14.98       0.46       (0.27 )     0.19       (0.45 )     (0.17 )     (0.62 )
 
2004 - A
     14.88       0.39       0.33       0.72       (0.47 )     (0.13 )     (0.60 )
2004 - B
     14.88       0.28       0.32       0.60       (0.35 )     (0.13 )     (0.48 )
2004 - C
     14.87       0.28       0.32       0.60       (0.35 )     (0.13 )     (0.48 )
2004 - Institutional
     14.85       0.46       0.33       0.79       (0.53 )     (0.13 )     (0.66 )
 
2003 - A
     14.95       0.41       0.05       0.46       (0.51 )     (0.02 )     (0.53 )
2003 - B
     14.95       0.31       0.04       0.35       (0.40 )     (0.02 )     (0.42 )
2003 - C
     14.94       0.31       0.04       0.35       (0.40 )     (0.02 )     (0.42 )
2003 - Institutional
     14.93       0.47       0.04       0.51       (0.57 )     (0.02 )     (0.59 )
 
2002 - A
     14.96       0.63 (d)     0.19 (d)     0.82       (0.67 )     (0.16 )     (0.83 )
2002 - B
     14.96       0.52 (d)     0.19 (d)     0.71       (0.56 )     (0.16 )     (0.72 )
2002 - C
     14.95       0.51 (d)     0.20 (d)     0.71       (0.56 )     (0.16 )     (0.72 )
2002 - Institutional
     14.94       0.69 (d)     0.19 (d)     0.88       (0.73 )     (0.16 )     (0.89 )
(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)  The portfolio turnover rate excluding the effect of mortgage dollar rolls is 690% for the year ended October 31, 2006. Prior years include the effect of mortgage dollar roll transactions.
(d)  As required, effective November 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing all premiums and discounts on debt securities. The effect of this change for the year ended October 31, 2002 was to decrease net investment income per share by $0.06, increase net realized and unrealized gains and losses per share by $0.06, and decrease the ratio of net investment income to average net assets with and without expense reductions by 0.44%.
(e)  Amount is less than $0.005 per share.

206

 

                                                                 
                        Ratios Assuming no    
                        Expense Reductions    
                             
                    Ratio of   Ratio of   Ratio of    
            Net Assets   Ratio of   Net Investment   Total   Net Investment    
    Net Asset       at End of   Net Expenses   Income to   Expenses   Income to   Portfolio
    Value, End   Total   Year   to Average   Average Net   to Average   Average Net   Turnover
    of Year   Return(a)   (in 000s)   Net Assets   Assets   Net Assets   Assets   Rate(c)
                                 
    $ 14.64       4.40 %   $ 432,762       0.95 %     3.77 %     1.04 %     3.68 %     766 %
      14.64       3.62       18,713       1.70       3.03       1.79       2.94       766  
      14.63       3.63       16,931       1.70       3.04       1.79       2.95       766  
      14.63       4.86       146,784       0.58       4.18       0.67       4.09       766  
 
      14.57       0.80       729,958       0.97       2.83       1.07       2.73       256  
      14.57       0.04       24,882       1.72       2.08       1.83       1.97       256  
      14.56       0.11       18,692       1.72       2.08       1.83       1.97       256  
      14.55       1.26       60,747       0.58       3.20       0.69       3.08       256  
 
      15.00       4.99       494,883       0.98       2.60       1.17       2.41       609  
      15.00       4.21       32,782       1.73       1.93       1.92       1.74       609  
      14.99       4.14       20,778       1.73       1.91       1.92       1.72       609  
      14.98       5.35       69,770       0.58       3.12       0.77       2.93       609  
 
      14.88       3.11       358,058       0.99       2.78       1.18       2.59       520  
      14.88       2.34       44,120       1.74       2.06       1.93       1.87       520  
      14.87       2.34       23,720       1.74       2.05       1.93       1.86       520  
      14.85       3.60       151,111       0.59       3.16       0.78       2.97       520  
 
      14.95       5.77       248,719       0.98       4.26 (d)     1.24       4.00 (d)     226  
      14.95       4.99       51,124       1.73       3.54 (d)     1.99       3.28 (d)     226  
      14.94       4.99       24,095       1.73       3.49 (d)     1.99       3.23 (d)     226  
      14.93       6.13       82,523       0.58       4.74 (d)     0.84       4.48 (d)     226  

207

 

FINANCIAL HIGHLIGHTS
Goldman Sachs High Yield Fund
Selected Data for a Share Outstanding Throughout Each Year
                                         
        Income (Loss) from    
        Investment Operations    
            Distributions
    Net Asset       to Shareholders
    Value,   Net   Net Realized   Total from   from Net
    Beginning   Investment   and Unrealized   Investment   Investment
Year—Share Class   of Year   Income(a)   Gain (Loss)   Operations   Income
                     
For the Years Ended October 31,                                
2006 - A
   $ 7.81     $ 0.58     $ 0.23     $ 0.81     $ (0.58 )
2006 - B
     7.82       0.53       0.22       0.75       (0.52 )
2006 - C
     7.81       0.53       0.22       0.75       (0.52 )
2006 - Institutional
     7.82       0.61       0.23       0.84       (0.61 )
 
2005 - A
     8.08       0.62       (0.22 )     0.40       (0.67 )
2005 - B
     8.09       0.56       (0.22 )     0.34       (0.61 )
2005 - C
     8.08       0.56       (0.22 )     0.34       (0.61 )
2005 - Institutional
     8.09       0.65       (0.21 )     0.44       (0.71 )
 
2004 - A
     7.79       0.65       0.32       0.97       (0.68 )
2004 - B
     7.80       0.60       0.31       0.91       (0.62 )
2004 - C
     7.79       0.60       0.31       0.91       (0.62 )
2004 - Institutional
     7.81       0.69       0.30       0.99       (0.71 )
 
2003 - A
     6.38       0.65       1.40       2.05       (0.64 )
2003 - B
     6.39       0.60       1.39       1.99       (0.58 )
2003 - C
     6.38       0.59       1.40       1.99       (0.58 )
2003 - Institutional
     6.39       0.68       1.41       2.09       (0.67 )
 
2002 - A
     7.24       0.68 (c)     (0.86 )(c)     (0.18 )     (0.68 )
2002 - B
     7.24       0.63 (c)     (0.85 )(c)     (0.22 )     (0.63 )
2002 - C
     7.24       0.62 (c)     (0.85 )(c)     (0.23 )     (0.63 )
2002 - Institutional
     7.25       0.70 (c)     (0.85 )(c)     (0.15 )     (0.71 )
(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)   As required, effective November 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing all premiums and discounts on debt securities. For the year ended October 31, 2002 this change had no impact on net investment income per share, no impact on net realized and unrealized gains and losses per share and no impact on the ratio of net investment income to average net assets with or without expense reductions.

208

 

                                                                 
                        Ratios Assuming No    
                        Expense Reductions    
                             
                            Ratio of    
            Net Assets,   Ratio of Net   Ratio of Net   Ratio of Total   Net Investment    
    Net Asset       End of   Expenses   Investment Income   Expenses   Income    
    Value,   Total   Year   to Average   to Average   to Average   to Average   Portfolio
    End Year   Return(b)   (in 000s)   Net Assets   Net Assets   Net Assets   Net Assets   Turnover Rate
                                 
    $ 8.04       10.76 %   $ 1,395,265       1.12 %     7.38 %     1.14 %     7.36 %     41 %
      8.05       9.93       96,743       1.87       6.65       1.89       6.62       41  
      8.04       9.94       90,528       1.87       6.64       1.89       6.62       41  
      8.05       11.16       1,296,429       0.75       7.77       0.77       7.74       41  
 
      7.81       5.10       1,006,734       1.15       7.74       1.17       7.72       52  
      7.82       4.31       104,637       1.90       6.98       1.92       6.96       52  
      7.81       4.32       72,590       1.90       6.95       1.92       6.93       52  
      7.82       5.50       825,508       0.76       8.11       0.79       8.08       52  
 
      8.08       12.94       1,109,364       1.16       8.31       1.18       8.29       47  
      8.09       12.09       105,106       1.91       7.54       1.93       7.52       47  
      8.08       12.10       56,174       1.91       7.53       1.93       7.51       47  
      8.09       13.23       832,175       0.76       8.73       0.78       8.71       47  
 
      7.79       33.34       1,821,032       1.17       8.97       1.19       8.95       54  
      7.80       32.31       97,894       1.92       8.25       1.94       8.23       54  
      7.79       32.36       46,812       1.92       8.21       1.94       8.19       54  
      7.81       33.98       1,119,417       0.77       9.42       0.79       9.40       54  
 
      6.38       (2.98 )     770,011       1.16       9.54 (c)     1.19       9.51 (c)     36  
      6.39       (3.56 )     54,065       1.91       8.83 (c)     1.94       8.80 (c)     36  
      6.38       (3.57 )     20,107       1.91       8.81 (c)     1.94       8.78 (c)     36  
      6.39       (2.59 )     726,140       0.76       9.95 (c)     0.79       9.92 (c)     36  

209

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Enhanced Income Fund
Selected Data for a Share Outstanding Throughout Each Year
                                         
        Income (Loss) from    
        Investment Operations    
            Distributions
    Net Asset       to Shareholders
    Value,   Net   Net Realized   Total from   from Net
    Beginning   Investment   and Unrealized   Investment   Investment
Year—Share Class   of Year   Income(a)   Gain (Loss)   Operations   Income
                     
For the Years Ended October 31,                                
2006 - A
   $ 9.68     $ 0.37     $ 0.04     $ 0.41     $ (0.36 )
2006 - Institutional
     9.67       0.40       0.04     $ 0.44       (0.39 )
 
2005 - A
     9.78       0.28       (0.10 )     0.18       (0.28 )
2005 - Institutional
     9.77       0.32       (0.10 )     0.22       (0.32 )
 
2004 - A
     9.99       0.25       (0.19 )     0.06       (0.27 )
2004 - Institutional
     9.98       0.30       (0.20 )     0.10       (0.31 )
 
2003 - A
     10.13       0.33       (0.15 )     0.18       (0.32 )
2003 - Institutional
     10.12       0.37       (0.15 )     0.22       (0.36 )
 
2002 - A
     10.26       0.38       (0.13 )     0.25       (0.38 )
2002 - Institutional
     10.26       0.42       (0.14 )     0.28       (0.42 )
(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.

210

 

                                                                 
                        Ratios Assuming No    
                        Expense Reductions    
                             
                    Ratio of Net       Ratio of Net    
            Net Assets   Ratio of Net   Investment   Ratio of Total   Investment    
    Net Asset       at End of   Expenses to   Income to   Expenses to   Income to   Portfolio
    Value, End   Total   Year   Average   Average   Average   Average   turnover
    of Year   Return(b)   (in 000s)   Net Assets   Net Assets   Net Assets   Net Assets   rate
                                 
    $ 9.73       4.26 %   $ 36,333       0.62 %     3.77 %     0.78 %     3.61 %     67 %
      9.72       4.66       173,430       0.25       4.15       0.41       3.99       67  
 
      9.68       1.88       65,645       0.64       2.94       0.79       2.80       49  
      9.67       2.28       301,362       0.25       3.34       0.40       3.19       49  
 
      9.78       0.63       150,537       0.65       2.61       0.73       2.53       51  
      9.77       1.04       492,276       0.25       3.02       0.33       2.94       51  
 
      9.99       1.77       378,378       0.65       3.28       0.71       3.22       41  
      9.98       2.18       1,106,956       0.25       3.65       0.31       3.59       41  
 
      10.13       2.48       810,768       0.65       3.70       0.72       3.63       65  
      10.12       2.79       2,071,378       0.25       4.17       0.32       4.10       65  

211

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Municipal Income Fund
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(a)   Gain (Loss)   Operations   Income
                     
For the Years Ended October 31,                                
2006 - A
   $ 15.59     $ 0.63     $ 0.22     $ 0.85     $ (0.64 )
2006 - B
     15.59       0.52       0.22       0.74       (0.52 )
2006 - C
     15.60       0.52       0.21       0.73       (0.52 )
2006 - Institutional
     15.59       0.69       0.22       0.91       (0.70 )
 
2005 - A
     15.68       0.63       (0.08 )     0.55       (0.64 )
2005 - B
     15.68       0.51       (0.08 )     0.43       (0.52 )
2005 - C
     15.68       0.52       (0.08 )     0.44       (0.52 )
2005 - Institutional
     15.67       0.70       (0.08 )     0.62       (0.70 )
 
2004 - A
     15.41       0.65       0.27       0.92       (0.65 )
2004 - B
     15.41       0.54       0.26       0.80       (0.53 )
2004 - C
     15.41       0.54       0.26       0.80       (0.53 )
2004 - Institutional
     15.40       0.72       0.26       0.98       (0.71 )
 
2003 - A
     15.29       0.64       0.13       0.77       (0.65 )
2003 - B
     15.29       0.53       0.12       0.65       (0.53 )
2003 - C
     15.30       0.53       0.11       0.64       (0.53 )
2003 - Institutional
     15.29       0.71       0.11       0.82       (0.71 )
 
2002 - A
     15.32       0.65 (c)     (0.01 )(c)     0.64       (0.67 )
2002 - B
     15.32       0.54 (c)     (0.01 )(c)     0.53       (0.56 )
2002 - C
     15.33       0.54 (c)     (0.01 )(c)     0.53       (0.56 )
2002 - Institutional
     15.32       0.71 (c)     (0.01 )(c)     0.70       (0.73 )
(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 capital gains and other taxable distributions or the redemption of Fund shares.
(c)   As required, effective November 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Grade for Investment Companies and began amortizing all premium and discounts on debt securities. The effect of this change for the year ended October 31, 2002 was an impact of less than $0.01 per share to net investment income and net realized and unrealized gains and losses, and an impact to the ratio of net investment income to average net assets with and without expense reductions by less than 0.01%.
(d)   Less than $0.005 per share.
(e)   Ratios have been restated for the years ended October 31, 2005, 2004, 2003 and 2002.
(f)   Rates have been restated for the years ended October 31, 2005, 2004, 2003 and 2002 which were previously reported as 38%, 32%, 54% and 39%, respectively.

212

 

                                                                                 
                            Ratios Assuming No    
                            Expense Reductions    
                                 
                Ratio of   Ratio of       Ratio of   Ratio of        
                Net Expenses   Net Expenses   Ratio of   Total Expenses   Total Expenses   Ratio of    
            Net Assets   to Average   to Average   Net Investment   to Average   to Average   Net Investment    
    Net Asset       at End of   Net Assets   Net Assets   Income   Net Assets   Net Assets   Income   Portfolio
    Value, End   Total   Year   Excluding Interest   Including Interest   to Average   Excluding Interest   Including Interest   to Average   Turnover
    of Year   Return(b)   (in 000s)   Expense and Fees   Expense and Fees(e)   Net Assets   Expense and Fees   Expense and Fees(e)   Net Assets   Rate(f)
                                         
    $ 15.80       5.59 %   $ 302,271       0.90 %     1.00 %     4.05 %     1.07 %     1.16 %     3.88 %     19 %
      15.81       4.87       11,698       1.65       1.75       3.31       1.82       1.92       3.14       19  
      15.81       4.80       9,777       1.65       1.75       3.30       1.82       1.91       3.14       19  
      15.80       5.98       152,070       0.53       0.63       4.42       0.70       0.79       4.26       19  
 
      15.59       3.55       240,123       0.93       1.00       3.99       1.09       1.16       3.83       37  
      15.59       2.78       13,783       1.68       1.75       3.25       1.84       1.91       3.09       37  
      15.60       2.85       7,873       1.68       1.75       3.24       1.84       1.91       3.08       37  
      15.59       4.02       128,311       0.54       0.61       4.37       0.70       0.77       4.21       37  
 
      15.68       6.09       179,223       0.94       1.02       4.21       1.12       1.20       4.03       27  
      15.68       5.30       14,117       1.69       1.77       3.46       1.87       1.95       3.28       27  
      15.68       5.30       5,838       1.69       1.77       3.46       1.87       1.95       3.28       27  
      15.67       6.52       60,506       0.54       0.62       4.61       0.72       0.80       4.43       27  
 
      15.41       5.10       160,856       0.95       1.00       4.17       1.13       1.18       3.99       52  
      15.41       4.32       15,143       1.70       1.75       3.44       1.88       1.93       3.26       52  
      15.41       4.25       4,615       1.70       1.75       3.45       1.88       1.93       3.27       52  
      15.40       5.45       57,696       0.55       0.60       4.58       0.73       0.78       4.40       52  
 
      15.29       4.30       119,161       0.94       1.00       4.27  (c)     1.11       1.17       4.10  (c)     35  
      15.29       3.52       16,903       1.69       1.75       3.53  (c)     1.86       1.92       3.36  (c)     35  
      15.30       3.52       6,155       1.69       1.75       3.54  (c)     1.86       1.92       3.37  (c)     35  
      15.29       4.71       76,733       0.54       0.60       4.69  (c)     0.71       0.77       4.52  (c)     35  

213

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Trust—Institutional Liquid Assets Prime Obligations Portfolio
Selected Data for a Unit/Share Outstanding Throughout Each Period
Prime Obligations Portfolio
                                                                                 
                                    Ratios Assuming No
                                    Expense Reductions
                                     
                                Ratio of Net       Ratio of Net
    Net Asset           Net Asset       Net Assets   Ratio of Net   Investment   Ratio of Total   Investment
    Value,   Net   Distributions   Value,       End   Expenses to   Income to   Expenses to   Income (Loss)
    Beginning   Investment   to Unit/   End of   Total   of Period   Average Net   Average Net   Average Net   to Average
Year—Share Class   of Period   Income(a)   Shareholders   Period   Return(b)   (In 000’s)   Assets   Assets   Assets   Net Assets
                                         
For the Six Months Ended June 30, (Unaudited)
2006-ILA Service Units
   $ 1.00     $ 0.019     $ (0.019 )   $ 1.00       1.96 %   $ 264,746       0.83 %(c)     3.93 %(c)     0.87 %(c)     3.90 %(c)
2006-ILA B Units
     1.00       0.016       (0.016 )     1.00       1.66       12,448       1.43 (c)     3.33 (c)     1.46 (c)     3.29 (c)
2006-ILA C Units
     1.00       0.016       (0.016 )     1.00       1.66       19,089       1.43 (c)     3.32 (c)     1.47 (c)     3.29 (c)
For the Years Ended December 31,
2005-ILA Service Units
     1.00       0.025       (0.025 )     1.00       2.50       228,238       0.83       2.45       0.86       2.42  
2005-ILA B Units
     1.00       0.019       (0.019 )     1.00       1.90       12,304       1.43       1.80       1.46       1.77  
2005-ILA C Units
     1.00       0.019       (0.019 )     1.00       1.90       19,781       1.43       1.87       1.46       1.84  
 
2004-ILA Service Units
     1.00       0.006       (0.006 )     1.00       0.60       205,341       0.83       0.63       0.87       0.59  
2004-ILA B Units
     1.00       0.003       (0.003 )     1.00       0.35       18,080       1.07       0.35       1.47       (0.05 )
2004-ILA C Units
     1.00       0.003       (0.003 )     1.00       0.35       15,068       1.07       0.36       1.47       (0.04 )
 
2003-ILA Service Units
     1.00       0.004       (0.004 )     1.00       0.39       172,154       0.84       0.39       0.84       0.39  
2003-ILA B Units
     1.00       0.002       (0.002 )     1.00       0.24       26,359       0.99       0.24       1.44       (0.21 )
2003-ILA C Units
     1.00       0.002       (0.002 )     1.00       0.24       16,345       0.99       0.24       1.44       (0.21 )
 
2002-ILA Service Units
     1.00       0.01       (0.01 )     1.00       1.05       179,945       0.83       1.03       0.84       1.02  
2002-ILA B Units
     1.00       — (d)     — (d)     1.00       0.48       39,904       1.39       0.46       1.44       0.41  
2002-ILA C Units
     1.00       — (d)     — (d)     1.00       0.48       18,241       1.39       0.47       1.44       0.42  
 
2001-ILA Service Units
     1.00       0.03       (0.03 )     1.00       3.38       152,735       0.83       3.25       0.83       3.25  
2001-ILA B Units
     1.00       0.03       (0.03 )     1.00       2.76       32,731       1.43       2.51       1.43       2.51  
2001-ILA C Units
     1.00       0.03       (0.03 )     1.00       2.76       15,396       1.43       2.56       1.43       2.56  
(a) Calculated based on the average units/shares outstanding methodology.
(b) Assumes reinvestment of all distributions. Returns do not reflect the deduction of taxes that a unitholder/shareholder would pay on portfolio distributions. Total returns for periods less than one full year are not annualized.
(c) Annualized.
(d) Less than $.005 per unit.

214

 

     The financial highlights tables for the AXA Enterprise Funds are incorporated by reference from the Annual Report of the AXA Enterprise Funds for the fiscal year ended October 31, 2006.
Materials Incorporated By Reference
      Information about the AXA Enterprise Funds is included in the Prospectus (as supplemented) for Enterprise Trust dated March 1, 2006, which is incorporated herein by reference.
      Information about the GST Funds is included in the Prospectuses (as supplemented) dated: (1) December 29, 2006 for the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Growth and Income Fund, and Goldman Sachs Capital Growth Fund, (2) January 10, 2007 for the Goldman Sachs Structured Small Cap Growth Fund, Goldman Sachs Structured Small Cap Value Fund, and Goldman Sachs Strategic International Equity Fund; (3) February 28, 2006 for the Goldman Sachs Government Income Fund, Goldman Sachs High Yield Fund, Goldman Sachs Enhanced Income Fund (December 15, 2006 with respect to Class B Shares) and Goldman Sachs Municipal Income Fund; and (4) April 28, 2006 for the Goldman Sachs ILA Prime Obligations Portfolio, copies of which accompany this Proxy/ Prospectus and are incorporated herein by reference.
VOTING INFORMATION
General Information
      The Enterprise Trust Trustees are furnishing this Proxy/ Prospectus in connection with the solicitation of proxies for the Special Meeting. It is expected that the solicitation of proxies will be primarily by mail. Officers and service contractors of Enterprise Trust and GST may also solicit proxies by telephone or otherwise. In this connection, Enterprise Trust may retain                     to assist in the solicitation of proxies. Any expenses incurred as a result of hiring                     will not be borne by Enterprise Trust or an AXA Enterprise Fund but by AXA Equitable or GSAM (or any affiliate thereof). It is estimated that the cost associated with using                     as a proxy solicitor will be approximately $          . Shareholders may vote: (1) by mail, by marking, signing, dating and returning the enclosed proxy ballot(s) in the enclosed postage-paid envelope, (2) by touch-tone voting, or (3) by on-line voting. Any shareholder giving a proxy may revoke it at any time before it is exercised by submitting to Enterprise Trust a written notice of revocation or a subsequently executed proxy or by attending the Special Meeting and voting in person.

215

 

      Only shareholders of record at the close of business on February 12, 2007 will be entitled to vote at the Special Meeting. On that date, the following AXA Enterprise Fund Shares were outstanding and entitled to be voted:
         
    Shares Outstanding and
Enterprise Trust   Entitled to Vote
     
AXA Enterprise Capital Appreciation Fund
        
AXA Enterprise Deep Value Fund
        
AXA Enterprise Equity Fund
        
AXA Enterprise Equity Income Fund
        
AXA Enterprise Growth and Income Fund
        
AXA Enterprise International Growth Fund
        
AXA Enterprise Large Cap Growth Fund
        
AXA Enterprise Small Company Growth Fund
        
AXA Enterprise Small Company Value Fund
        
AXA Enterprise Government Securities Fund
        
AXA Enterprise High-Yield Bond Fund
        
AXA Enterprise Short Duration Bond Fund
        
AXA Enterprise Tax-Exempt Income Fund
        
AXA Enterprise Money Market Fund
        
      Each whole and fractional share of an AXA Enterprise Fund is entitled to a whole or fractional vote, as the case may be.
      The votes of the shareholders of the GST Funds are not being solicited since their approval or consent is not necessary for the Reorganizations to take place.
      If an accompanying proxy is executed and returned in time for the Special Meeting, the shares covered thereby will be voted in accordance with the proxy on all matters that may properly come before the Special Meeting.
Shareholder and Board Approvals
      The Reorganization Agreement is being submitted for approval by AXA Enterprise Funds’ shareholders at the Special Meeting, and was unanimously approved by the Enterprise Trust Trustees at a meeting held on December 28, 2006. Enterprise Trust shareholders will vote on the Reorganization Agreement on a fund by fund basis. One-third of the shares of each AXA Enterprise Fund entitled to vote constitutes a quorum at the Special Meeting. Approval of each Reorganization requires the approval of the holders of a majority of the shares of the relevant AXA Enterprise Fund entitled to vote at the Special Meeting. A vote for the Reorganization Agreement includes a vote for the Reorganization of the AXA Enterprise Funds; conversely, a vote against the Reorganization Agreement is a vote against the Reorganization of the AXA Enterprise Funds. The Reorganization Agreement provides that in the event the Reorganization Agreement is approved with respect to less than all of the AXA Enterprise Funds, the failure of an AXA Enterprise Fund to consummate the transactions contemplated by the Reorganization Agreement shall not affect the consummation or validity of the Reorganization with respect to any other AXA Enterprise Fund. Accordingly, it is possible that if a shareholder owns shares in two or more AXA Enterprise Funds and one of the AXA Enterprise Funds does not approve the Reorganization, then the shareholder of the particular AXA Enterprise Fund which did not approve the Reorganization would remain a shareholder of that AXA Enterprise Fund. However, with respect to the AXA Enterprise Funds that approve the Reorganization, the shareholder of those particular AXA Enterprise Funds at the Effective Time of the Reorganization would become a shareholder of the Corresponding GST Funds.

216

 

Quorum and Adjournment
      In the event that a quorum is not present at the Special Meeting, one or more adjournment(s) may be proposed to permit further solicitation of proxies. In determining whether to adjourn the Special Meeting with respect to a proposal, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes cast, the nature of any further solicitation and the information to be provided to owners with respect to the reasons for the solicitation. Generally, votes cast in favor of a proposal will be voted in favor of adjournment while votes cast against a proposal will be voted against adjournment.
      Any adjourned session or sessions may be held after the date set for the original Special Meeting without notice except announcement at the Special Meeting or other reasonable notice to persons present at the Special Meeting and the adjourned meeting is held within a reasonable time after the date set for the original meeting as determined by the Enterprise Trust’s officers. Any such adjournment(s) will require the affirmative vote of a majority of those shares affected by the adjournment(s) that are represented at the Special Meeting in person or by proxy and entitled to vote. A shareholder vote may be taken with respect to one or more AXA Enterprise Funds (but not the other AXA Enterprise Funds) on some or all matters before any such adjournment(s) if a quorum is present and sufficient votes have been received for approval with respect to such AXA Enterprise Funds.
      A quorum is constituted with respect to an AXA Enterprise Fund by the presence in person or by proxy of the holders of 331/3% of the shares of such AXA Enterprise Fund entitled to vote at the Special Meeting. For purposes of determining the presence of a quorum for transacting business at the Special Meeting, abstentions will be treated as shares that are present at the Special Meeting but which have not been voted. Abstentions will have the effect of a “no” vote for purposes of obtaining the requisite approvals of the Reorganization Agreement. Broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will have the same effect as abstentions.
Principal Shareholders
      As of February 12, 2007, the Officers and Trustees of the Enterprise Trust as a group owned or controlled less than 1% of each AXA Enterprise Fund’s outstanding shares. As of February 12, 2007, the officers and Trustees of GST as a group owned or controlled less than 1% of each GST Fund’s outstanding shares. The following table sets forth the name, address and share ownership of each person known to AXA Enterprise Fund to have ownership with respect to 5% or more of a class of an AXA Enterprise Fund as of February 12, 2007. The type of ownership of each entry listed on the table is record ownership. The percentage of the Corresponding GST Fund other than the AXA Enterprise International Growth Fund, AXA Enterprise Small Company Growth Fund and AXA Enterprise Small Company Value Fund that would be owned by the below named shareholders upon consummation of the Reorganization is expected to decline.
                         
AXA Enterprise       Class; Amount of   Percentage of   Percentage of
Fund   Name and Address   Shares Owned   Class Owned   Fund Owned
                 
         Fund
                        
 
         Fund
                        
 
         Fund
                        
 
         Fund
                        
 
         Fund
                        
 
         Fund
                        
 
         Fund
                        
      The following table sets forth the name, address and share ownership of each person known to GST to have ownership with respect to 5% or more of a class of a GST Fund as of February 12, 2007. The type of ownership

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of each entry listed on the table is record ownership. The percentage of the GST Fund that would be owned by the below named shareholder upon consummation of the Reorganization is expected to decline.
                         
        Class; Amount of   Percentage of   Percentage of
GST Fund   Name and Address   Shares Owned   Class Owned   Fund Owned
                 
         Fund
                        
 
         Fund
                        
 
         Fund
                        
 
         Fund
                        
 
         Fund
                        
 
         Fund
                        
      For purposes of the 1940 Act, any person who owns directly or through one or more controlled companies more than 25% of the voting securities of a company is presumed to “control” such company. Accordingly, to the extent that a shareholder identified in the foregoing table is identified as the beneficial holder of more than 25% of a class, or is identified as the holder of record of more than 25% of a class and has voting and/or investment power, it may be presumed to control such class.
      Enterprise Trust and GST have been advised by AXA Equitable that the Shares of each AXA Enterprise Fund over which AXA Equitable and its affiliates have voting power will be voted by AXA Equitable either for or against approval of the Reorganization Agreement with respect to an AXA Enterprise Fund, or as an abstention, in the same proportion as the Shares held by other shareholders represented in person or by proxy at the Meeting are voted.
OTHER INFORMATION
Shareholder Proposals
      As a general matter, Enterprise Trust does not hold annual meetings of shareholders unless otherwise required by the 1940 Act. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder’s meeting should send their written proposals to the Secretary of Enterprise Trust, Atlanta Financial Center, 3343 Peachtree Road, N.E., Suite 450, Atlanta, Georgia 30326.
Other Business
      AXA Equitable and Enterprise Trust know of no business to be presented to the Special Meeting other than the matters set forth in this Proxy/ Prospectus.
Available Information
      Enterprise Trust and GST are each subject to the information requirements of the Securities Exchange Act of 1934 and the 1940 Act and in accordance therewith, each files reports and other information with the SEC. Reports, proxy statements, registration statements and other information filed by Enterprise Trust and GST may be inspected without charge and copied at the public reference facilities maintained by the SEC at 100 F Street, NE, Washington, DC 20549, and at certain of the following regional offices of the SEC listed below: Northeast Regional Office, The 3 World Financial Center, New York, New York 10281; Southeast Regional Office, 801 Brickell Avenue, Suite 1800, Miami, Florida 33131; Midwest Regional Office, 175 West Jackson Boulevard, Suite 900, Chicago, Illinois 60604; Central Regional Office, 1801 California Street, Suite 1500, Denver, Colorado 80202; and Pacific Regional Office, 5670 Wilshire Boulevard, Suite 1100, Los Angeles, California 90036. Copies of such materials may also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, DC 20549 at prescribed rates. Information included in the Proxy/ Prospectus concerning Enterprise Trust was provided by Enterprise Trust and information included in the Proxy/ Prospectus concerning GST was provided by GST.

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Legal Proceedings
      On April 2, 2004, Lois Burke, a plaintiff identifying herself as a shareholder of the Goldman Sachs Internet Tollkeeper Fund, filed a purported class and derivative action lawsuit in the United States District Court for the Southern District of New York against Goldman Sachs, GSAM, the Trustees and Officers of GST, and John Doe Defendants. In addition, certain other investment portfolios of GST were named as nominal defendants. On April 19 and May 6, 2004, additional class and derivative action lawsuits containing substantially similar allegations and requests for redress were filed in the United States District Court for the Southern District of New York. On June 29, 2004, the three complaints were consolidated into one action, In re Goldman Sachs Mutual Funds Fee Litigation, and on November 17, 2004, the plaintiffs filed consolidated amended complaint against Goldman Sachs, GSAM, GSAMI, the Trustees and Officers of GST and Goldman Sachs Variable Insurance Trust (“GSVIT”) and John Doe Defendants (collectively, the “Defendants”) in the United States District Court for the Southern District of New York. Certain investment portfolios of GST and GSVIT (collectively, the “Goldman Funds”) were named as nominal defendants in the amended complaint. Plaintiffs filed a second amended complaint on April 15, 2005.
      The second amended consolidated complaint, which is brought on behalf of all persons or entities who held shares in the Goldman Funds between April 2, 1999 and January 9, 2004, inclusive (the “Class Period”), asserts claims involving (i) violations of the 1940 Act and the Investment Advisers Act of 1940, (ii) common law breach of fiduciary duty, and (iii) unjust enrichment. The complaint alleges, among other things, that during the Class Period, the Defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Funds and omitted statements of fact in registration statements and reports filed pursuant to the 1940 Act which were necessary to prevent such registration statements and reports from being materially false and misleading. In addition, the complaint alleges that the Goldman Funds paid excessive and improper investment advisory fees to GSAM and GSAMI. The complaint also alleges that GSAM and GSAMI used Rule 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that GST’s Officers and Trustees breached their fiduciary duties in connection with the foregoing. The plaintiffs in the cases are seeking compensatory damages; rescission of GSAM’s and GSAMI’s investment advisory agreements and return of fees paid; an accounting of all Goldman Funds-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and reasonable costs and expenses, including counsel fees and expert fees. On January 13, 2006, all claims against the Defendants were dismissed by the U.S. District Court. On February 22, 2006, the plaintiffs appealed this decision. By agreement, plaintiffs subsequently withdrew their appeal without prejudice but reserved their right to reactivate their appeal pending a decision by the circuit court of appeals in similar litigation.
      Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuit will have a material adverse financial impact on the Sachs Goldman 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 Funds.
Experts
      The audited financial statements for the AXA Enterprise Funds, appearing in the Enterprise Trust 2006 Annual Report, have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, as set forth in their report therein and incorporated by reference herein and into the Statement of Additional Information relating to this Proxy/ Prospectus. Such financial statements are incorporated therein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
      The audited financial statements and related reports of PricewaterhouseCoopers LLP (with respect to the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Large Cap Growth Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Capital Growth Fund and Goldman Sachs ILA Prime Obligations Portfolio) and Ernst & Young LLP (with respect to the Goldman Sachs Government Income Fund, Goldman Sachs High Yield Fund, Goldman Sachs Enhanced Income Fund and Goldman Sachs Municipal Income Fund), independent registered public accounting firms for GST Funds, contained in: (1) the 2006 Annual Reports of the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Large Cap Value

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Fund, Goldman Sachs Large Cap Growth Fund, Goldman Sachs Growth and Income Fund and Goldman Sachs Capital Growth Fund, (2) the 2005 Annual Reports of the Goldman Sachs Government Income Fund, Goldman Sachs High Yield Fund, Goldman Sachs Enhanced Income Fund and Goldman Sachs Municipal Income Fund, and (3) the 2005 Annual Report of the Goldman Sachs ILA Prime Obligations Portfolio are incorporated by reference into the Statement of Additional Information relating to this Proxy/ Prospectus. The financial statements in each GST Fund’s Annual Report have been incorporated by reference in reliance upon such report given upon the authority of such firms as experts in accounting and auditing.
SHAREHOLDER INQUIRIES
      Shareholder inquiries may be addressed to Enterprise Trust or to GST in writing at the address(es), or by phone at the phone number(s), on the cover page of this Proxy/ Prospectus.
* * * * *
      Shareholders who do not expect to be present at the Special Meeting are requested to mark, sign and date the enclosed proxy and return it in the enclosed envelope. No postage is required if mailed in the United States. Shareholders also may vote on-line or by telephone.
      Enterprise Trust will furnish, without charge, copies of its 2006 Annual Report to any shareholder upon request by writing Enterprise Trust at the following address: AXA Enterprise Trust, Atlanta Financial Center, 3343 Peachtree Road, N.E., Suite 450, Atlanta, Georgia 30326 or by telephone at 1-800-432-4320.

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APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION
      This AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) dated as of January      , 2007, by and between AXA Enterprise Funds Trust, a Delaware statutory trust (the “Enterprise Trust”), on behalf of its investment portfolios listed on Exhibit A attached hereto (each portfolio an “Enterprise Fund,” and collectively, “Enterprise Funds”), and the Goldman Sachs Trust, a Delaware statutory trust (“GST ” and, together with Enterprise Trust, the “Parties” and each a “Party”), on behalf of its investment portfolios listed on Exhibit A attached hereto (each portfolio a “GST Fund” and collectively, the “GST Funds”). AXA Equitable Life Insurance Company, a New York stock life insurance company (“AXA”), joins this Agreement solely for purposes of paragraphs 1.3, 1.5, 2.5, 4.1(i), 5.1, 5.11, 9.2, 10.5, 10.11, 10.14 and 10.15 and Article VII; Goldman Sachs Asset Management, L.P., a New York limited partnership (“GSAM ”), joins this Agreement solely for purposes of paragraphs 4.2(i), 5.1, 5.11, 5.13, 9.2, 10.5, 10.11, 10.14 and 10.15 and Article VII; and Goldman Sachs Asset Management International, a company organized under the Laws of the United Kingdom (“GSAMI”) joins this Agreement solely for purposes of paragraphs 4.2(i), 5.1, 5.11, 9.2, 10.5, 10.11, 10.14 and 10.15. Capitalized terms not otherwise defined herein shall have the meaning set forth in Article XI hereof.
RECITALS:
      Enterprise Trust issues a separately designated series of shares of beneficial interest representing the interests in each Enterprise Fund. Likewise, GST issues a separately designated series of shares of beneficial interest representing the interests in each GST Fund.
      The Parties wish to conclude a series of business combination transactions under the terms set forth in this Agreement in which: (1) all of the Fund Assets of each Enterprise Fund will be transferred to the GST Fund set forth opposite its name on Exhibit A attached hereto (a “corresponding” GST Fund) in exchange for Institutional shares, Class A shares, Class B shares and Class C shares (or Institutional shares, Class A shares and Class B shares, in the case of the Goldman Sachs Enhanced Income Fund, and ILA Service shares, ILA B shares, and ILA C shares, in the case of the Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio (the “ILA Portfolio”)) of the corresponding GST Fund and the assumption by that GST Fund of all of that Enterprise Fund’s Liabilities, and (2) Institutional shares, Class A shares, Class B shares and Class C (Class A shares in lieu of Class C shares in the case of the Goldman Sachs Enhanced Income Fund) shares of the corresponding GST Fund (or ILA Service shares, ILA Service shares, ILA B shares, and ILA C shares, in the case of the ILA Portfolio) will be distributed to holders of Class Y shares, Class A shares, Class B shares and Class C shares, respectively, of such Enterprise Fund in complete liquidation of such Enterprise Fund, all upon the terms and conditions set forth in this Agreement (the “Reorganization”).
      The Parties intend this Agreement to be, and adopt it as, a plan of reorganization within the meaning of the regulations under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
      The Board of Trustees of Enterprise Trust (the “Enterprise Trust Board”), including a majority of trustees who are not “interested persons” (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”)) (“Independent Trustees”) of Enterprise Trust, has determined with respect to each Enterprise Fund that: (1) participation in its Fund Transaction (as defined in paragraph 1.1) is in the best interests of such Enterprise Fund, and (2) the interests of existing shareholders of such Enterprise Fund will not be diluted as a result of its effecting its Fund Transaction.
      The Board of Trustees of GST (the “GST Board”), including a majority of Independent Trustees of GST, has determined with respect to each GST Fund that: (1) participation in its Fund Transaction is in the best interests of such GST Fund, and (2) the interests of existing shareholders of such GST Fund will not be diluted as a result of its effecting its Fund Transaction.
      NOW THEREFORE, in consideration of the mutual promises, representations, and warranties made herein, covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and

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sufficiency of which are acknowledged, the Parties, and AXA, GSAM and GSAMI to the extent indicated above, intending to be legally bound hereby, agree as follows:
ARTICLE I
THE REORGANIZATION AND FUND TRANSACTIONS
      1.1 The Reorganization and Fund Transactions. In accordance with Title 12 of the Delaware Code (the “Delaware Law”) and the Agreement and Declaration of Trust and by-laws, as they may be amended from time to time, of Enterprise Trust (“Enterprise Governing Documents”), at the Effective Time (as defined below), upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties contained herein, Enterprise Trust shall assign, deliver and otherwise transfer all of the Fund Assets of each Enterprise Fund, subject to all of the Liabilities of such Enterprise Fund, to GST on behalf of the GST Fund set forth opposite such Enterprise Fund on Exhibit A attached hereto (each such Enterprise Fund and its corresponding GST Fund, a “Transaction Party” of the other), and GST shall assume all of the Liabilities of each Enterprise Fund on behalf of its GST Fund Transaction Party. In consideration of the foregoing, GST shall, on behalf of each GST Fund, at the Effective Time deliver to Enterprise Trust on behalf of each Enterprise Fund set forth opposite such GST Fund on Exhibit A, full and fractional (to the third decimal place) Institutional shares, Class A shares, Class B shares and Class C shares (ILA Service shares, ILA B shares and ILA C shares, in the case of the ILA Portfolio) of such GST Fund. The number of shares of each such class of each such GST Fund shall be determined as set forth in paragraph 2.3 by dividing (a) the value of the Fund Assets attributable to the class of its Enterprise Fund Transaction Party set forth opposite its name on Exhibit A attached hereto, net of such Enterprise Fund’s Known Liabilities attributable to such class (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 2.1), by (b) the net asset value of one share of such class of such GST Fund (computed as of the Valuation Time in the manner set forth in paragraph 2.2). (Each such transaction between an Enterprise Fund and its GST Fund Transaction Party is hereinafter referred to as a “Fund Transaction”). At and after the Effective Time, all of the Fund Assets of each Enterprise Fund shall become and be included in the Fund Assets of its GST Fund Transaction Party and the Liabilities of each Enterprise Fund shall become and be the Liabilities of and shall attach to its GST Fund Transaction Party. At and after the Effective Time, the Liabilities of each Enterprise Fund may be enforced only against its GST Fund Transaction Party to the same extent as if such Liabilities had been incurred by such GST Fund Transaction Party subject to any defense and/or set off that Enterprise Trust or such Enterprise Fund was entitled to assert immediately prior to the Effective Time and further subject to any defense and/or setoff that GST or a GST Fund may from time to time be entitled to assert.
      1.2 Enterprise Fund Assets.
           (a) At least fifteen Business Days prior to the Valuation Time, Enterprise Trust will provide GST with a schedule of the securities and other assets and Known Liabilities of each Enterprise Fund. Prior to the execution of this Agreement, GST has provided Enterprise Trust with a copy of the current investment objective, investment policies, principal investment strategies, and restrictions applicable to each GST Fund (including restrictions applicable to GSAM arising as a result of the investment activities of Goldman, Sachs & Co. and its Affiliates for proprietary accounts and other clients) and GST will provide Enterprise Trust with a written notice of any changes thereto until the Valuation Time. Enterprise Trust reserves the right to sell any of the securities or other assets shown on the list for any Enterprise Fund prior to the Valuation Time but will not, without the prior approval of GST, acquire any additional securities other than securities which the Enterprise Fund’s Transaction Party may purchase in accordance with its stated investment objective and policies.
           (b) At least ten Business Days prior to the Valuation Time, GST will advise Enterprise Trust of any investments of an Enterprise Fund shown on the Enterprise Fund’s schedule provided pursuant to paragraph (a) which the Enterprise Fund Transaction Party would not be permitted to hold (i) under its investment objective, principal investment strategies or investment restrictions; (ii) under applicable Law; or (iii) because the transfer of such investments would result in material operational or administrative difficulties to GST in connection with facilitating the orderly transition of the Enterprise Fund’s Fund Assets. Under such circumstances, to the extent practicable, Enterprise Trust will, if requested by GST and, to the extent permissible and consistent with its own

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investment objectives and policies and the fiduciary duties of the investment sub-adviser responsible for the portfolio management of the Enterprise Fund, dispose of such investments prior to the Valuation Time. In addition, if it is determined that the portfolios of two Transaction Parties, when aggregated, would contain investments exceeding certain percentage limitations to which an Existing GST Fund is or will be subject with respect to such investments, Enterprise Trust will, if requested by GST and, to the extent permissible and consistent with its own investment objectives and policies and the fiduciary duties of AXA or the investment sub-adviser responsible for the portfolio management of the Enterprise Fund, dispose of and/or reinvest a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Effective Time. Notwithstanding the foregoing, nothing herein will require an Enterprise Fund to dispose of any portfolio securities or other investments, if, in the reasonable judgment of the Enterprise Funds’ Board or Enterprise Trust’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of an Enterprise Fund.
      1.3 Assumption of Liabilities. Enterprise Trust will, to the extent permissible and consistent with its own investment objectives and policies, use its best efforts to discharge all of the Known Liabilities of each Enterprise Fund prior to or at the Effective Time. GST, on behalf of each GST Fund, will assume all of the Liabilities of the Enterprise Fund Transaction Party of such GST Fund. If prior to the Effective Time either Party identifies a Liability that the Parties mutually agree should not be assumed by GST, such Liability shall be excluded from the definition of Liabilities hereunder and shall be listed on a Schedule of Excluded Liabilities to be signed by the Parties at the Closing (the “Excluded Liabilities”). Certain Liabilities that would otherwise be listed as Excluded Liabilities may be assumed by GST on the condition that GST and the GST Funds be indemnified in writing to their reasonable satisfaction by AXA against any and all losses, claims, damages or liability that GST and the GST Funds may become subject to as a result of assuming such Liability. GST shall not assume any Liability for any obligation of Enterprise Trust to file reports with the SEC, Internal Revenue Service or other regulatory or tax authority covering any reporting period ending prior to or at the Effective Time with respect to Enterprise Trust or any Enterprise Fund.
      1.4 Distribution of GST Shares. Immediately upon receipt, Enterprise Trust, on behalf of each Enterprise Fund, will distribute the Institutional shares, Class A shares, Class B shares and Class C shares (Class A shares in lieu of Class C shares, in the case of the Goldman Sachs Enhanced Income Fund) (ILA Service shares, ILA Service shares, ILA B shares, and ILA C shares, in the case of the ILA Portfolio) of such Enterprise Fund’s Transaction Party received by Enterprise Trust from GST pursuant to paragraph 1.1 (the “GST Shares”), pro rata to the record holders of the Class Y shares, Class A shares, Class B shares and Class C shares, respectively, of such Enterprise Fund determined as of the Valuation Time in complete liquidation of such Enterprise Fund. Such distribution will be accomplished by an instruction, signed by an appropriate officer of Enterprise Trust, to transfer the GST Shares then credited to each Enterprise Fund’s account on the Books and Records of GST and to open accounts on the Books and Records of GST established and maintained by GST’s transfer agent in the names of record holders of each class of shares of such Enterprise Fund and representing the respective pro rata number of each class of such GST Shares due to such record holder. All issued and outstanding Enterprise Trust shares will be cancelled promptly by Enterprise Trust on Enterprise Trust’s Books and Records. Any such shares issued and outstanding prior to such cancellation shall thereafter represent only the right to receive the GST Shares issued to such Enterprise Fund in accordance with paragraph 1.1 above. In addition, each record holder of an Enterprise Fund shall have the right to receive any unpaid dividends or other distributions which were declared with respect to his/her or its shares of such Enterprise Fund at or before the Valuation Time. Each Shell GST Fund shall redeem the shares issued pursuant to paragraph 6.3(g) for $10.00 each at or before the Closing.
      1.5 Liquidation of Enterprise Funds. As soon as conveniently practicable after the distribution of GST Shares pursuant to paragraph 1.4 has been made, Enterprise Trust shall take, in accordance with Delaware Law, the 1940 Act and the Enterprise Governing Documents, all steps as may be necessary or appropriate to effect a complete liquidation and termination of each Enterprise Fund that consummates a Fund Transaction.
      1.6 Transfer Taxes. Any transfer taxes payable on issuance of GST Shares in a name other than that of the record holder of Enterprise Trust shares on Enterprise Trust’s Books and Records shall be paid by the Person to whom such GST Shares are issued and transferred, as a condition of that transfer.

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ARTICLE II
VALUATION
      2.1 Net Asset Value of the Enterprise Funds. The net asset value of a share of each class of each Enterprise Fund shall be the net asset value computed as of the Valuation Time, after the declaration and payment of any dividends and/or other distributions on the date thereof, using the valuation procedures described in the then-current prospectus and statement of additional information of its GST Fund Transaction Party as supplemented from time to time.
      2.2 Net Asset Value of the GST Funds. The net asset value of a share of each class of each Existing GST Fund shall be the net asset value computed as of the Valuation Time after the declaration and payment of any dividends and/or other distributions on the date thereof, using the valuation procedures set forth in the Existing GST Fund’s then-current prospectus and statement of additional information. The net asset value of a share of each class of each Shell GST Fund shall be $10.00 per share.
      2.3 Calculation of Number of GST Shares.
           (a) The number of GST Fund Institutional shares to be issued (including fractional shares (to the third decimal place), if any) in connection with a Fund Transaction shall be determined by dividing the value of the net assets of the Enterprise Fund participating therein attributable to Class Y shares, determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per Institutional share of its GST Fund Transaction Party determined in accordance with the valuation procedures referred to in paragraph 2.2.
           (b) The number of GST Fund Class A shares to be issued (including fractional shares (to the third decimal place), if any) in connection with a Fund Transaction shall be determined by dividing the value of the net assets of the Enterprise Fund participating therein attributable to Class A shares (and also Class C shares in the case of the AXA Enterprise Short Duration Bond Fund), determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per Class A share of its GST Fund Transaction Party determined in accordance with the valuation procedures referred to in paragraph 2.2.
           (c) The number of GST Fund Class B shares to be issued (including fractional shares (to the third decimal place), if any) in connection with a Fund Transaction shall be determined by dividing the value of the net assets of the Enterprise Fund participating therein attributable to Class B shares, determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per Class B share of its GST Fund Transaction Party determined in accordance with the valuation procedures referred to in paragraph 2.2.
           (d) Except in the case of the AXA Enterprise Short Duration Bond Fund, the number of GST Fund Class C shares to be issued (including fractional shares (to the third decimal place), if any) in connection with a Fund Transaction shall be determined by dividing the value of the net assets of the Enterprise Fund participating therein attributable to Class C shares, determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per Class C share of its GST Fund Transaction Party determined in accordance with the valuation procedures referred to in paragraph 2.2.
           (e) The number of GST Fund ILA Service shares to be issued (including fractional shares (to the third decimal place), if any) in connection with the Fund Transaction involving the ILA Portfolio shall be determined by dividing the value of the net assets of its Enterprise Fund Transaction Party attributable to (i) Class A shares, determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per ILA Service share of the ILA Portfolio determined in accordance with the valuation procedures referred to in paragraph 2.2 and (ii) attributable to Class Y shares, determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per ILA Service share of the ILA Portfolio determined in accordance with the valuation procedures referred to in paragraph 2.2.
           (f) The number of GST Fund ILA B shares to be issued (including fractional shares (to the third decimal place), if any) in connection with the Fund Transaction involving the ILA Portfolio shall be determined by dividing the value of the net assets of its Enterprise Fund Transaction Party attributable to Class B shares, determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per

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ILA B share of the ILA Portfolio determined in accordance with the valuation procedures referred to in paragraph 2.2.
           (g) The number of GST Fund ILA C shares to be issued (including fractional shares (to the third decimal place), if any) in connection with the Fund Transaction involving the ILA Portfolio shall be determined by dividing the value of the net assets of its Enterprise Fund Transaction Party attributable to Class C shares, determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per ILA C share of the ILA Portfolio determined in accordance with the valuation procedures referred to in paragraph 2.2.
      2.4 Joint Direction of Calculation. All computations of net asset value and the value of securities transferred under this Article II shall be made by State Street Bank and Trust Company (“State Street”) and JP Morgan Chase Bank, N.A. (“JP Morgan”) under the joint direction of the following entities, in accordance with their regular practice and the requirements of the 1940 Act: (a) AXA, the investment adviser to the Enterprise Funds; and (b) GSAM, the investment adviser to the GST Funds. Enterprise Trust and GST agree to use all commercially reasonable efforts to resolve prior to the Valuation Time any material pricing differences between the prices of portfolio securities determined in accordance with the pricing policies and procedures of an Enterprise Fund and those determined in accordance with the pricing policies and procedures of its GST Fund Transaction Party.
      2.5 Net Asset Value of Money Market Fund. The net asset value of the AXA Enterprise Money Market Fund, a series of Enterprise Trust (the “Enterprise Money Market Fund”), is based on the amortized cost procedures that have been adopted by the Enterprise Trust Board. If, for any period from the date of this Agreement up to and including the Valuation Time, the market value per share of the Enterprise Money Market Fund falls below $1.0000, Enterprise Trust shall adhere to its amortized cost procedures, including but not limited to, providing any required notices to the Enterprise Trust Board (a copy of which shall be simultaneously provided to the GST Board and GSAM). To the extent that the Enterprise Money Market Fund has any realized capital losses in excess of any realized capital gains on any of the three Business Days prior to the Valuation Time, AXA will make a contribution to the Enterprise Money Market Fund in an amount equal to such excess. However, AXA need not make such contribution if it is otherwise mutually agreed upon in writing by the authorized officers of the Parties. If the difference between the per share net asset value of any class of the Enterprise Money Market Fund and the corresponding class of the ILA Portfolio equals or exceeds $0.001 at the Valuation Time, as computed by using market values in accordance with the policies and procedures established by GST, either Party shall have the right to postpone the Effective Time of the Fund Transaction involving such Funds until such time as the per share difference is less than that amount. If such Effective Time is postponed pursuant to the preceding sentence, then the Party (and its investment adviser) with the Fund having the per share net asset value of any class (as computed in accordance with the preceding sentence) at the Valuation Time that is $0.001 or more lower than that of the corresponding class of shares of the other Fund shall use commercially reasonable efforts to reduce such difference to less than $0.001 within thirty days. If after thirty days, the difference between the per share net asset value of any class of the Enterprise Money Market Fund and the corresponding class of the ILA Portfolio still equals or exceeds $0.001, then either Party shall have the right to terminate the Fund Transaction involving the Enterprise Money Market Fund and the ILA Portfolio.
      2.6 Valuation Time. The valuation time shall be the close of regular trading on the New York Stock Exchange (“NYSE”) on the Business Day preceding the Effective Time, or such earlier or later date and time as may be mutually agreed in writing by an authorized officer of each of the Parties (the “Valuation Time”).
ARTICLE III
EFFECTIVE TIME AND CLOSING
      3.1 Effective Time and Closing. Subject to the terms and conditions set forth herein, each Fund Transaction shall occur immediately prior to the opening of business on April 30, 2007, or on such other date as may be mutually agreed in writing by an authorized officer of each Party (the “Effective Time”). To the extent any Fund Assets are, for any reason, not transferred at the Effective Time, Enterprise Trust shall cause such Fund

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Assets to be transferred in accordance with this Agreement at the earliest practical date thereafter. The closing of the Fund Transactions will take place at the offices of Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry Streets, Philadelphia, PA 19103, or at such other place as may be mutually agreed in writing by an authorized officer of each Party, at the Effective Time (the “Closing”).
      3.2 Transfer and Delivery of Fund Assets. Enterprise Trust shall direct JP Morgan, as custodian for Enterprise Trust, to deliver to GST at the Closing a certificate of an authorized officer certifying that: (a) JP Morgan delivered the Fund Assets of each Enterprise Fund to the corresponding GST Fund at the Effective Time; and (b) all necessary taxes in connection with the delivery of such Fund Assets, including all applicable foreign, federal and state stock transfer stamps and any other stamp duty taxes, if any, have been paid or provision (as reasonably estimated) for payment has been made. At least three Business Days prior to the Effective Time, JP Morgan shall present for examination those Fund Assets represented by certificate or other written instrument to those Persons who have primary responsibility for the safekeeping of the assets of the GST Funds at (a) JP Morgan, as custodian of GST on behalf of the Goldman Sachs International Equity Fund and Municipal Income Fund, and (b) State Street, with the principal place of business at 225 Franklin Street, Boston, Massachusetts 02110, as custodian of GST on behalf of the GST Funds other than the Goldman Sachs International Equity Fund and Municipal Income Fund. At the Effective Time, Enterprise Trust shall endorse and deliver, or transfer by appropriate transfer or assignment documents, such certificates and other written instruments as of the Effective Time for the account of the appropriate GST Fund in proper form for transfer and in such condition as to constitute good delivery thereof in accordance with the customs of brokers. JP Morgan shall deliver other Fund Assets to those Persons who have primary responsibility for the safekeeping of the GST Funds at JP Morgan (with respect to the Goldman Sachs International Equity Fund and Municipal Income Fund) and State Street (with respect to all the GST Funds other than the Goldman Sachs International Equity and Municipal Income Funds) as of the Effective Time by book entry, in accordance with the customary practices of JP Morgan and of each securities depository (as defined in Rule 17f-4 and Rule 17f-7 under the 1940 Act) in which such Fund Assets are held. Any cash to be transferred by an Enterprise Fund to a GST Fund shall be delivered by wire transfer of federal funds at the Effective Time pursuant to instructions provided by GST.
      3.3 GST Share Records. GST shall deliver to the Secretary of Enterprise Trust at the Closing a confirmation evidencing that: (a) the appropriate number of each class and series of GST Shares have been credited to the account of each Enterprise Fund on the Books and Records of the Enterprise Fund’s Transaction Party pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4, and (b) the appropriate number of each class and series of GST Shares have been credited to the accounts of record holders of Enterprise Trust shares on the Books and Records of GST pursuant to paragraph 1.4.
      3.4 Postponement of Valuation Time and Effective Time. If immediately prior to the Valuation Time: (a) the NYSE or another primary trading market for portfolio securities of a GST Fund or an Enterprise Fund is closed to trading, or trading thereupon is restricted, or (b) trading or the reporting of trading on such market is disrupted so that, in the judgment of an appropriate officer of Enterprise Trust or GST, accurate appraisal of the value of the net assets of a GST Fund or Enterprise Fund is impracticable, the Valuation Time for the Fund Transaction involving that GST Fund or Enterprise Fund shall be postponed until the first Business Day that is a Friday (or a Thursday if that Friday is not a Business Day) after the day when trading shall have been fully resumed and reporting shall have been restored, and the Effective Time shall be postponed until the first Business Day after such Valuation Time, or such later dates as may be mutually agreed in writing by an authorized officer of each Party.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
      4.1 Representations and Warranties of Enterprise Trust. Enterprise Trust, severally on behalf of each of the Enterprise Funds, hereby represents and warrants to GST, on behalf of the GST Funds, as follows, which representations and warranties shall be true and correct on the date hereof:
           (a) Enterprise Trust is a statutory trust duly organized, validly existing and in good standing under the Laws of the State of Delaware and is duly qualified, licensed or admitted to do business and is in good standing as a foreign association under the Laws of each jurisdiction in which the nature of the business conducted by it makes such qualification, licensing or admission necessary, except in such jurisdictions where the failure to be so qualified, licensed or admitted and in good standing would not, individually or in the aggregate, have a Material Adverse Effect on its properties or assets or the properties or assets of any Enterprise Fund. Enterprise Trust has full power under the Enterprise Governing Documents to conduct its business as it is now being conducted and to own the properties and assets it now owns for itself and on behalf of each Enterprise Fund. Enterprise Trust has all necessary authorizations, licenses and approvals from any applicable Governmental or Regulatory Body necessary to carry on its business as such business is now being carried on except authorizations, licenses and approvals that the failure to so obtain would not have a Material Adverse Effect on Enterprise Trust.
           (b) The execution, delivery and performance of this Agreement by Enterprise Trust on behalf of each Enterprise Fund and the consummation of the transactions contemplated herein have been duly and validly authorized by the Enterprise Trust Board, and the Enterprise Trust Board has approved the Fund Transactions and has resolved to recommend each Fund Transaction to the shareholders of the applicable Enterprise Fund and to call a special meeting of shareholders of each Enterprise Fund for the purpose of approving this Agreement and the Fund Transaction contemplated thereby for that Fund. Other than the approval by the requisite vote of the shareholders of the outstanding shares of each Enterprise Fund in accordance with the provisions of the Enterprise Governing Documents, applicable Delaware Law and the 1940 Act, no other action on the part of Enterprise Trust or its shareholders, or the shareholders of each Enterprise Fund, is necessary to authorize the execution, delivery and performance of this Agreement by Enterprise Trust on behalf of each Enterprise Fund or the consummation of each Fund Transaction contemplated herein. This Agreement has been duly and validly executed and delivered by Enterprise Trust on behalf of each Enterprise Fund, and assuming due authorization, execution and delivery hereof by GST, is a legal, valid and binding obligation of Enterprise Trust, as it relates to each Enterprise Fund, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting creditors’ rights, to general equity principles and to any limitations on indemnity as may be required under federal and state securities Laws).
           (c) The authorized capital of Enterprise Trust consists of an unlimited number of shares of beneficial interest with a par value of one-tenth of one cent ($0.001) per share. Each class and series of shares has been duly established and represents a fractional undivided interest in one of the Enterprise Funds. The issued and outstanding Enterprise Trust shares of each class and series are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants or other rights of any kind to acquire from Enterprise Trust any shares of any series or equity interests of any Enterprise Fund or securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is Enterprise Trust committed to issue any share appreciation or similar rights or options, warrants, rights or securities in connection with any series of shares. Enterprise Trust has no share certificates outstanding.
           (d) Enterprise Trust has no subsidiaries.
           (e) Except for consents, approvals, or waivers to be received prior to the Effective Time, including shareholder approval by each Enterprise Fund, and upon the effectiveness of the Registration Statement (as defined below), the execution, delivery and performance of this Agreement by Enterprise Trust for itself and on behalf of each Enterprise Fund does not, and the consummation of the transactions contemplated herein will not: (i) violate or conflict with the terms, conditions or provisions of the Enterprise Governing Documents, or of any material contract, agreement, indenture, instrument, or other undertaking to which it is a party or by which it or an Enterprise Fund is bound, (ii) result in the acceleration of any obligation, or the imposition of any penalty,

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under any material agreement, indenture, instrument, contract, lease or other undertaking to which Enterprise Trust is a party or by which it or an Enterprise Fund is bound, (iii) result in a breach or violation by Enterprise Trust or any Enterprise Fund of any terms, conditions, or provisions of any Law or Order, or (iv) require any consent or approval of, filing with or notice to, any Governmental or Regulatory Body.
           (f) (i) Prior to the execution of this Agreement, Enterprise Trust has delivered to GST true and complete copies of the audited statements of assets and liabilities of each of the Enterprise Funds as of October 31, 2005 or a later date if available prior to the date hereof, and the related audited schedules of investments, statements of income and changes in net assets and financial highlights for the periods then ended as well as the unaudited schedules of assets and liabilities of each of the Enterprise Funds dated as of April 30, 2006 and the related unaudited schedules of investments, statements of income and changes in net assets and financial highlights for the period then ended.
                (ii) Except as set forth in the notes thereto, all such financial statements were prepared in accordance with U.S. generally accepted accounting principles, consistently applied throughout the periods then ended, and fairly present the financial condition and results of operations of each Enterprise Fund as of the respective dates thereof and for the respective periods covered thereby subject, in the case of the unaudited financial statements, to normal year-end audit adjustments.
                (iii) To the best of Enterprise Trust’s Knowledge, except as reflected or reserved against in the statement of assets and liabilities included in each Enterprise Fund’s audited financial statements as of October 31, 2005 or unaudited financial statements as of April 30, 2006, as the case may be, or in the notes thereto, or as previously disclosed in writing to GST, there are no liabilities against, relating to or affecting an Enterprise Fund or any of its properties and assets, other than those incurred in the ordinary course of business consistent with past practice, which, individually or in the aggregate, would have a Material Adverse Effect on Enterprise Trust or its properties or assets or on any Enterprise Fund or such Enterprise Fund’s properties or assets. In particular, since October 31, 2005 to the best of Enterprise Trust’s Knowledge and except as disclosed in writing to GST or in any of the Enterprise Funds’ prospectuses and statement of additional information as in effect on the date of this Agreement, there has not been any change in the financial condition, properties, assets, liabilities or business of any Enterprise Fund that would have a Material Adverse Effect on Enterprise Trust or its properties or assets or on any Enterprise Fund or such Enterprise Fund’s properties or assets other than changes occurring in the ordinary course of business.
                (iv) As of the date hereof, except as previously disclosed to GST in writing or as disclosed in any of the Enterprise Funds’ prospectuses and statements of additional information as in effect on the date of this Agreement, and except as have been corrected as required by applicable Law, and to the best of Enterprise Trust’s Knowledge, there have been no material miscalculations of the net asset value of any Enterprise Fund or the net asset value per share of any class or series of shares during the twelve-month period preceding the date hereof which would have a Material Adverse Effect on such Enterprise Fund or its properties or assets, and all such calculations have been made in accordance with the applicable provisions of the 1940 Act.
           (g) The minute books and other similar records of Enterprise Trust as made available to GST prior to the execution of this Agreement contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the shareholders of Enterprise Trust and of each Enterprise Fund, the Enterprise Trust Board and committees of the Enterprise Trust Board. The stock transfer ledgers and other similar records of Enterprise Trust and of each Enterprise Fund as made available to GST prior to the execution of this Agreement accurately reflect all record transfers prior to the execution of this Agreement in the shares of Enterprise Trust.
           (h) Enterprise Trust and each Enterprise Fund have maintained, or caused to be maintained on its behalf, in all material respects, all Books and Records required of a registered investment company in compliance with the requirements of Section 31 of the 1940 Act and rules thereunder.
           (i) Except as set forth in writing to GST and GSAM, there is no Action or Proceeding pending against Enterprise Trust, an Enterprise Fund or AXA (with respect to Enterprise Trust or an Enterprise Fund) or, to the

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best of Enterprise Trust’s or AXA’s Knowledge, threatened against, relating to or affecting, Enterprise Trust, an Enterprise Fund, or AXA (with respect to Enterprise Trust or an Enterprise Fund).
           (j) No agent, broker, finder or investment or commercial banker, or other Person or firm engaged by or acting on behalf of Enterprise Trust or an Enterprise Fund in connection with the negotiation, execution or performance of this Agreement or any other agreement contemplated hereby, or the consummation of the transactions contemplated hereby, is or will be entitled to any broker’s or finder’s or similar fees or other commissions as a result of the consummation of such transactions.
           (k) Enterprise Trust is registered with the SEC as an open-end management investment company under the 1940 Act, and its registration with the SEC as such an investment company is in full force and effect, and each Enterprise Fund is a separate series of Enterprise Trust duly designated in accordance with the applicable provisions of the Enterprise Governing Documents and the 1940 Act;
           (l) As of the date hereof, all federal and other tax returns, dividend reporting forms, and other tax-related reports of each Enterprise Fund required by Law to have been filed by such date (including any extensions) have been filed and are correct in all material respects, and all federal and other taxes shown as due on such returns and reports have been paid or provision has been made on the respective Fund’s Books and Records for the payment thereof and, to the best of Enterprise Trust’s Knowledge, no such return is currently under audit or has been threatened with an audit and no assessment has been asserted with respect to such returns. To Enterprise Trust’s Knowledge, there are no levies, liens, or other encumbrances relating to taxes existing, threatened or pending with respect to the properties or assets of Enterprise Trust (or with respect to any properties or assets of any Enterprise Fund). As of the date hereof, Enterprise Trust has adequately provided for all tax liabilities on its Books and Records.
           (m) For each taxable year of its operation (including the taxable year ending at the Effective Time or, in the case of each Continuing Enterprise Fund, its last completed taxable year), each Enterprise Fund has met (or will meet) the requirements of Subchapter M of Chapter 1 of the Code for qualification as a regulated investment company and has elected to be such, and has been (or will be) eligible to and has computed (or will compute) its federal income tax under Section 852 of the Code. Each Enterprise Fund currently qualifies, and from the date of this Agreement until the Effective Time shall not take any action inconsistent with such qualification, as a regulated investment company under the Code.
           (n) All issued and outstanding shares of each Enterprise Fund have been offered and sold in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities Laws, are registered under the 1933 Act and under the Laws of all jurisdictions in which registration is or was required, except as may have been previously disclosed to GST in writing. Such registrations are, in all material respects, complete, current and have been continuously effective, and all fees required to be paid have been paid. Enterprise Trust, and each of the Enterprise Funds, is not subject to any “stop order” and is, and was, fully qualified to sell its shares in each jurisdiction in which such shares are being, or were, registered and sold.
           (o) The current prospectuses and statement of additional information of Enterprise Trust, including amendments and supplements thereto, and each prospectus and statement of additional information of Enterprise Trust used at all times during the past three years prior to the date of this Agreement conform, or conformed at the time of its or their use, in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder, and do not, or did not, as of their dates of distribution to the public, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. Each Enterprise Fund currently complies in all material respects with all investment objectives, policies, guidelines and restrictions and any compliance procedures established by Enterprise Trust with respect to such Enterprise Fund.
           (p) The combined proxy statement and prospectus and statement of additional information (collectively, the “Proxy Statement/ Prospectus”) to be included in GST’s registration statement on Form N-14 (the “Registration Statement”) and filed in connection with this Agreement, and the documents incorporated therein by reference and any amendment or supplement thereto, each comply or will comply in all material respects with

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the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder on the effective date of such Registration Statement. Each of the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto, insofar as it relates to Enterprise Trust and the Enterprise Funds, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading on the effective date of such Registration Statement; provided, however, that Enterprise Trust makes no representations or warranties as to the information contained in the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto in reliance upon and in conformity with information relating to GST or the GST Funds and furnished by GST to Enterprise Trust specifically for use in connection with the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto.
           (q) Except as previously disclosed in writing to GST, at the Effective Time, Enterprise Trust and each Enterprise Fund will have good and marketable title to its Fund Assets and full right, power, and authority to sell, assign, transfer and, upon delivery and payment for the Fund Assets, deliver such Fund Assets, free and clear of all liens, mortgages, pledges, encumbrances, charges, claims and equities, and subject to no restrictions on the subsequent transfer thereof (other than any Fund Assets consisting of restricted securities).
           (r) Enterprise Trust has adopted and implemented written policies and procedures in accordance with Rule 38a-1 under the 1940 Act.
           (s) Except as disclosed in writing to GST, to the best of Enterprise Trust’s Knowledge, no events have occurred and no issues, conditions or facts have arisen which either individually or in the aggregate have had a Material Adverse Effect on Enterprise Trust or an Enterprise Fund.
      4.2 Representations and Warranties of GST. GST, severally on behalf of each of the GST Funds, hereby represents and warrants to Enterprise Trust, on behalf of the Enterprise Funds, as follows, which representations and warranties shall be true and correct on the date hereof:
           (a) GST is a statutory trust duly organized, validly existing and in good standing under the Laws of the State of Delaware and is duly qualified, licensed or admitted to do business and is in good standing as a foreign association under the Laws of each jurisdiction in which the nature of the business conducted by it makes such qualification, licensing or admission necessary, except in such jurisdictions where the failure to be so qualified, licensed or admitted and in good standing would not, individually or in the aggregate, have a Material Adverse Effect on its properties or assets or the properties or assets of any GST Fund. GST has full power under its Agreement and Declaration of Trust dated January 28, 1997, as amended from time to time, and amended and restated by-laws (“GST Governing Documents”) to conduct its business as it is now being conducted and to own the properties and assets it now owns for itself and on behalf of each GST Fund. GST has all necessary authorizations, licenses and approvals from any applicable Governmental or Regulatory Body necessary to carry on its business as such business is now being carried on except authorizations, licenses and approvals that the failure to so obtain would not have a Material Adverse Effect on GST.
           (b) The execution, delivery and performance of this Agreement by GST on behalf of each GST Fund and the consummation of the transactions contemplated herein have been duly and validly authorized by the GST Board and the GST Board has approved the Fund Transactions. No other action on the part of GST or its shareholders, or the shareholders of each GST Fund, is necessary to authorize the execution, delivery and performance of this Agreement by GST on behalf of each GST Fund or the consummation of each Fund Transaction contemplated herein. This Agreement has been duly and validly executed and delivered by GST on behalf of each GST Fund, and assuming due authorization, execution and delivery hereof by Enterprise Trust, is a legal, valid and binding obligation of GST, as it relates to each GST Fund, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting creditors’ rights, to general equity principles and to any limitations on indemnity as may be required under federal and state securities Laws).

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           (c) The authorized capital of GST consists of an unlimited number of shares of beneficial interest with a par value of one-tenth of one cent ($0.001) per share. Each class and series of shares has been duly established and represents a fractional undivided interest in one of the GST Funds. The issued and outstanding GST shares of each class and series are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants or other rights of any kind to acquire from GST any shares of any series or equity interests of any GST Fund or securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is GST committed to issue any share appreciation or similar rights or options, warrants, rights or securities in connection with any series of shares. GST has no share certificates outstanding. Before the Closing, there will be no (i) issued and outstanding Shell GST Fund shares, (ii) options, warrants, or other rights to subscribe for or purchase any Shell GST Fund shares, (iii) security convertible into any Shell GST Fund shares, or (iv) any other securities issued by any Shell GST Fund, except the shares issued pursuant to section 6.3(g).
           (d) GST has no subsidiaries.
           (e) Except for consents, approvals, or waivers to be received prior to the Effective Time, including shareholder approval by each Enterprise Fund, and upon the effectiveness of the Registration Statement, the execution, delivery and performance of this Agreement by GST for itself and on behalf of each GST Fund does not, and the consummation of the transactions contemplated herein will not: (i) violate or conflict with the terms, conditions or provisions of the GST Governing Documents, or of any material contract, agreement, indenture, instrument, or other undertaking to which it is a party or by which it or a GST Fund is bound, (ii) result in the acceleration of any obligation, or the imposition of any penalty, under any material agreement, indenture, instrument, contract, lease or other undertaking to which GST is a party or by which it or a GST Fund is bound, (iii) result in a breach or violation by GST or any GST Fund of any terms, conditions, or provisions of any Law or Order, or (iv) require any consent or approval of, filing with or notice to, any Governmental or Regulatory Body.
           (f) (i) Prior to the execution of this Agreement, GST has delivered to Enterprise Trust true and complete copies of the audited statements of assets and liabilities of each of the Goldman Sachs Structured U.S. Equity, Large Cap Value, Structured Large Cap Growth, Growth and Income, and Capital Growth Funds, dated as of August 31, 2005 or a later date if available prior to the date hereof; Goldman Sachs Government Income, Enhanced Income, High Yield and Municipal Income Funds, dated as of October 31, 2005 or a later date if available prior to the date hereof; and ILA Portfolio, dated as of December 31, 2005, and the related audited schedules of investments, statements of income and changes in net assets and financial highlights for the periods then ended as well as the unaudited schedules of assets and liabilities of each of the Goldman Sachs Structured U.S. Equity, Large Cap Value, Structured Large Cap Growth, Growth and Income, and Capital Growth Funds, dated as of February 28, 2006; Goldman Sachs Government Income, Enhanced Income, High Yield and Municipal Income Funds, dated as of April 30, 2006 and ILA Portfolio, dated as of June 30, 2006, and the related unaudited schedules of investments, statements of income and changes in net assets and financial highlights for the periods then ended.
                (ii) Except as set forth in the notes thereto, all such financial statements were prepared in accordance with U.S. generally accepted accounting principles, consistently applied throughout the periods then ended, and fairly present the financial condition and results of operations of each Existing GST Fund as of the respective dates thereof and for the respective periods covered thereby subject, in the case of the unaudited financial statements, to normal year-end audit adjustments.
                (iii) To the best of GST’s Knowledge, except as reflected or reserved against in the statement of assets and liabilities included in each Existing GST Fund’s audited financial statements as of August 31, 2005, October 31, 2005 and December 31, 2005, or unaudited financial statements as of February 28, 2006, April 30, 2006 or June 30, 2006, as the case may be, or in the notes thereto, or as previously disclosed in writing to Enterprise Trust, there are no liabilities against, relating to or affecting an Existing GST Fund or any of its properties and assets, other than those incurred in the ordinary course of business consistent with past practice, which, individually or in the aggregate, would have a Material Adverse Effect on GST or its properties or assets or on any Existing GST Fund or such Existing GST Fund’s properties or assets. In particular, since the last fiscal year end of each Existing GST Fund, to the best of GST’s Knowledge and except as disclosed in writing to

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Enterprise Trust or in any of the Existing GST Fund’s prospectuses or statements of additional information as in effect on the date of this Agreement, there has not been any change in the financial condition, properties, assets, liabilities or business of any Existing GST Fund that would have a Material Adverse Effect on GST or its properties or assets or on any Existing GST Fund or such Existing GST Fund’s properties or assets other than changes occurring in the ordinary course of business.
                (iv) As of the date hereof, except as previously disclosed to Enterprise Trust in writing or as disclosed in any of the Existing GST Funds’ prospectuses and statements of additional information as in effect on the date of this Agreement, and except as have been corrected as required by applicable Law, and to the best of GST’s Knowledge, there have been no material miscalculations of the net asset value of any Existing GST Fund or the net asset value per share of any class or series of shares during the twelve-month period preceding the date hereof which would have a Material Adverse Effect on such Existing GST Fund or its properties or assets, and all such calculations have been made in accordance with the applicable provisions of the 1940 Act.
           (g) The minute books and other similar records of GST as made available to Enterprise Trust prior to the execution of this Agreement contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the shareholders of GST and of each GST Fund, the GST Board and committees of the GST Board. The stock transfer ledgers and other similar records of GST and of each GST Fund as made available to Enterprise Trust prior to the execution of this Agreement accurately reflect all record transfers prior to the execution of this Agreement in the shares of GST.
           (h) GST and each GST Fund have maintained, or caused to be maintained on its behalf, in all material respects, all Books and Records required of a registered investment company in compliance with the requirements of Section 31 of the 1940 Act and rules thereunder.
           (i) Except as set forth in writing to Enterprise Trust and AXA, there is no Action or Proceeding pending against GST, a GST Fund, GSAM (with respect to GST or a GST Fund) or GSAMI (with respect to GST or a GST Fund) or, to the best of GST’s, GSAM’s or GSAMI’s Knowledge, threatened against, relating to or affecting, GST, a GST Fund, GSAM (with respect to GST or a GST Fund) or GSAMI (with respect to GST or a GST Fund).
           (j) No agent, broker, finder or investment or commercial banker, or other Person or firm engaged by or acting on behalf of GST or a GST Fund in connection with the negotiation, execution or performance of this Agreement or any other agreement contemplated hereby, or the consummation of the transactions contemplated hereby, is or will be entitled to any broker’s or finder’s or similar fees or other commissions as a result of the consummation of such transactions.
           (k) GST is registered with the SEC as an open-end management investment company under the 1940 Act, and its registration with the SEC as such an investment company is in full force and effect, and each GST Fund is a separate series of GST duly designated in accordance with the applicable provisions of the GST Governing Documents and the 1940 Act;
           (l) As of the date hereof, all federal and other tax returns, dividend reporting forms, and other tax-related reports of each GST Fund required by Law to have been filed by such date (including any extensions) have been filed and are correct in all material respects, and all federal and other taxes shown as due on such returns and reports have been paid or provision has been made on the respective Fund’s Books and Records for the payment thereof and, to the best of GST’s Knowledge, no such return is currently under audit or has been threatened with an audit and no assessment has been asserted with respect to such returns. To GST’s Knowledge, there are no levies, liens, or other encumbrances relating to taxes existing, threatened or pending with respect to the properties or assets of GST (or with respect to any properties or assets of any GST Fund). As of the date hereof, GST has adequately provided for all tax liabilities on its Books and Records.
           (m) For each taxable year of its operation, each Existing GST Fund has met the requirements of Subchapter M of Chapter 1 of the Code for qualification as a regulated investment company and has elected to be such, and has been eligible to and has computed its federal income tax under Section 852 of the Code. Each Existing GST Fund currently qualifies, and from the date of this Agreement until the Effective Time shall not

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take any action inconsistent with such qualification, as a regulated investment company under the Code. Each Shell GST Fund was formed for the purpose of effecting a Fund Transaction with a Continuing Enterprise Fund (an “F Reorganization”), has not engaged in any business prior to such Fund Transaction, does not own any assets, has never held, directly or indirectly, any shares in its Transaction Party, and, for its taxable year that includes the Effective Time, will meet the requirements of Subchapter M of Chapter 1 of the Code for qualification as a regulated investment company and will be eligible to and will compute its federal income tax under Section 852 of the Code.
           (n) All issued and outstanding shares of each Existing GST Fund have been offered and sold in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities Laws, are registered under the 1933 Act and under the Laws of all jurisdictions in which registration is or was required, except as may have been previously disclosed to Enterprise Trust in writing. Such registrations are, in all material respects, complete, current and have been continuously effective, and all fees required to be paid have been paid. GST, and each of the GST Funds, is not subject to any “stop order” and is, and was, fully qualified to sell its shares in each jurisdiction in which such shares are being, or were, registered and sold.
           (o) The shares of each GST Fund to be issued and delivered to Enterprise Trust for the account of each Enterprise Fund (and to be distributed immediately thereafter to its shareholders) pursuant to the terms of this Agreement will have been duly authorized at the Effective Time and, when so issued and delivered, will be registered under the 1933 Act, duly and validly issued, fully paid and non-assessable and no shareholder of a GST Fund shall have any statutory or contractual preemptive right of subscription or purchase in respect thereof.
           (p) The current prospectus and statement of additional information of each GST Fund, including amendments and supplements thereto, and each prospectus and statement of additional information of the Existing GST Funds used at all times during the past three years prior to the date of this Agreement, conform, or conformed at the time of its use, in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder, and do not, or did not, as of their dates of distribution to the public, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. Each Existing GST Fund currently complies in all material respects with all investment objectives, policies, guidelines and restrictions and any compliance procedures established by GST with respect to such Existing GST Fund.
           (q) The Proxy Statement/ Prospectus to be included in the Registration Statement and filed in connection with this Agreement, and the documents incorporated therein by reference and any amendment or supplement thereto, each comply or will comply in all material respects with the applicable requirements of the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder on the effective date of such Registration Statement. Each of the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto, insofar as it relates to GST and the GST Funds, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading on the effective date of such Registration Statement; provided, however, that GST makes no representations or warranties as to the information contained in the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto in reliance upon and in conformity with information relating to Enterprise Trust or the Enterprise Funds and furnished by Enterprise Trust to GST specifically for use in connection with the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto.
           (r) GST has adopted and implemented written policies and procedures in accordance with Rule 38a-1 under the 1940 Act.
           (s) Except as disclosed in writing to Enterprise Trust, to the best of GST’s Knowledge, no events have occurred and no issues, conditions or facts have arisen which either individually or in the aggregate have had a Material Adverse Effect on GST or a GST Fund.

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ARTICLE V
COVENANTS AND AGREEMENTS
      5.1 Conduct of Business. After the date of this Agreement and at or prior to the Effective Time, Enterprise Trust and GST will conduct the businesses of the Enterprise Funds and the GST Funds, respectively, only in the ordinary course and in accordance with this Agreement and the current prospectuses and statements of additional information of Enterprise Trust or GST, as applicable. It is understood that such ordinary course of business shall include (a) the declaration and payment of customary dividends and other distributions; (b) shareholder purchases and redemptions; (c) the withdrawal of a portion or all of the seed capital and investments of AXA (prior to the Effective Time) in any Enterprise Fund or GSAM in any GST Fund; and (d) the continued good faith performance by the investment adviser, sub-advisers, administrator, distributor and other service providers of their respective responsibilities in accordance with their agreements with Enterprise Trust or GST, as applicable, and applicable Law. In order to facilitate the transfer of Fund Assets at the Effective Time, GSAM or GSAMI may request in writing that AXA use its commercially reasonable best efforts, subject to its fiduciary duty and that of the investment sub-adviser to the applicable Enterprise Fund, to limit or cease portfolio trading on behalf of an Enterprise Fund for a period of up to three days prior to the Valuation Time. AXA agrees that it will accommodate such requests to the extent such trading restrictions are consistent with the investment objectives, policies and strategies of the Enterprise Fund and consistent with fulfilling its fiduciary obligations as an investment adviser. No Party shall take any action that would, or would reasonably be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect.
      5.2 Shareholders’ Meeting. Enterprise Trust will call, convene and hold a meeting of shareholders of each Enterprise Fund as soon as practicable, in accordance with applicable Law and the Enterprise Governing Documents, for the purpose of approving this Agreement and the transactions contemplated herein as set forth in the Proxy Statement/ Prospectus, and for such other purposes as may be necessary or desirable. In the event that, for any Enterprise Fund, insufficient votes are received from shareholders, the meeting may be adjourned as permitted under the Enterprise Governing Documents and applicable Law, and as set forth in the Proxy Statement/ Prospectus in order to permit further solicitation of proxies.
      5.3 Proxy Statement/ Prospectus and Registration Statement. Enterprise Trust and GST each will cooperate with each other in the preparation of the Proxy Statement/ Prospectus and Registration Statement and cause the Registration Statement to be filed with the SEC in a form satisfactory to GST and Enterprise Trust and their respective counsel as promptly as practicable. Upon effectiveness of the Registration Statement, Enterprise Trust will cause the Proxy Statement/ Prospectus to be delivered to shareholders of the Enterprise Funds entitled to vote on this Agreement and the transactions contemplated herein in accordance with the Enterprise Governing Documents. Each Party will provide the materials and information necessary to prepare the Registration Statement, for inclusion therein, in connection with the shareholder meeting of each Enterprise Fund to consider the approval of this Agreement and the transactions contemplated herein. If, at any time prior to the Effective Time, a Party becomes aware of any untrue statement of material fact or omission to state a material fact required to be stated therein or necessary to make the statements made not misleading in light of the circumstances under which they were made, the Party discovering the item shall notify the other Party and the Parties shall cooperate in promptly preparing, filing and clearing with the SEC and, if appropriate, distributing to shareholders appropriate disclosure with respect to the item. Prior to filing the Registration Statement or any amendment or supplement thereto, GST will afford Enterprise Trust and its Independent Trustees a reasonable opportunity to review and comment thereon, and will obtain Enterprise Trust’s consent to the filing thereof (such consent will not be unreasonably withheld).
      5.4 Information. Enterprise Trust and GST will furnish to one another, and the other’s accountants, legal counsel and other representatives, throughout the period prior to the Effective Time, all such documents and other information concerning the Enterprise Funds and the GST Funds, respectively, and their business and properties as may reasonably be requested by the other Party. Such cooperation shall include providing copies of reasonably requested documents and other information. Each Party shall make its employees and officers available on a mutually convenient basis to provide an explanation of any documents or information provided hereunder to the extent, if any, that such Party’s employees are familiar with such documents or information.

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      5.5 Notice of Material Changes. Each Party will notify the other Party of any event causing a Material Adverse Effect to such Party as soon as practicable following such Party’s Knowledge of any event causing such a Material Adverse Effect.
      5.6 Financial Statements. At the Closing, Enterprise Trust will deliver to GST an unaudited statement of assets and liabilities of each Enterprise Fund, together with a schedule of portfolio investments as of and for the interim period ending at the Valuation Time. These financial statements will present fairly the financial position and portfolio investments of each Enterprise Fund as of the Valuation Time in conformity with U.S. generally accepted accounting principles applied on a consistent basis, and there will be no material contingent liabilities of any Enterprise Fund not disclosed in said financial statements. These financial statements shall be certified by the treasurer of Enterprise Trust as, to the best of his or her Knowledge, complying with the requirements of the preceding sentence. At the Closing, GST will deliver to Enterprise Trust an unaudited statement of assets and liabilities of each GST Fund Transaction Party (including a schedule of portfolio investments) meeting the requirements of the preceding three sentences, except that they shall be certified by GST’s treasurer. Enterprise Trust also will deliver to GST at or before the Effective Time, the detailed tax-basis accounting records for each security or other investment to be transferred to GST hereunder, which shall be prepared in accordance with the requirements for specific identification tax-lot accounting and clearly reflect the basis used for determination of gain and loss realized on the partial sale of any security to be transferred to the GST Funds. Within 45 days after the Effective Time, Enterprise Trust, on behalf of the Continuing Enterprise Funds, will deliver to GST an unaudited (a) statement of assets and liabilities at the Valuation Time and (b) statement of operations and statement of changes in net assets for the fiscal period from November 1, 2006 to the Valuation Time along with a schedule of portfolio investments as of the Valuation Time and notes to financial statements. These financial statements will present fairly the financial positions and portfolio investments of the Continuing Enterprise Funds in conformity with U.S. generally accepted accounting principles applied on a consistent basis, and there will be no material contingent liabilities of the Continuing Enterprise Funds not disclosed in such financial statements.
      5.7 Other Necessary Action. Enterprise Trust and GST will each take all necessary action and use its reasonable best efforts to complete all filings, obtain all governmental and other consents and approvals and satisfy any other provision required for consummation of the transactions contemplated by this Agreement.
      5.8 Dividends. Prior to the Valuation Time, each Enterprise Fund other than the Continuing Enterprise Funds shall have declared and at or before the Valuation Time each shall have paid a dividend, which, together with all previous dividends, shall have the effect of distributing to its shareholders all of the respective Enterprise Fund’s investment company taxable income (within the meaning of Section 852(b)(2) of the Code, computed without regard to any deduction for dividends paid), if any, plus any excess of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods or years ending at or before the Effective Time, and all of the Enterprise Fund’s net capital gain (as defined in Section 1222(11) of the Code), if any, after reduction for any capital loss carryforwards, recognized in all taxable periods or years ending at or before the Effective Time.
      5.9 Books and Records. Upon reasonable notice, each Party will make available to the other Party for review any Books and Records which are reasonably requested by such other Party in connection with this Reorganization.
      5.10 Issued Shares. The GST Shares to be issued and delivered to Enterprise Trust for the account of each Enterprise Fund (and to be distributed immediately thereafter to its shareholders) pursuant to this Agreement, will have been duly authorized at the Effective Time. Said shares when issued and delivered will be registered under the 1933 Act, will be duly and validly issued, fully paid and non-assessable. No shareholder of a GST Fund shall have any statutory or contractual preemptive right of subscription or purchase in respect thereof. The shareholders of each Enterprise Fund shall not pay any front-end or deferred sales charge in connection with the Fund Transaction. The shareholders of each Enterprise Fund who receive GST Shares pursuant to this Agreement shall be credited by GST with, and shall carry over, the holding period of their respective Enterprise Fund shares for all purposes including the calculation of any contingent deferred sales charges and the conversion of these shares to another class of shares of GST. In addition, GST Shares received pursuant to this Agreement shall be

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included in determining any sales load reductions (e.g., under a rights of accumulation arrangement) on purchases of shares of a GST Fund after the Fund Transaction.
      5.11 Section 15(f). GST, GSAM and GSAMI shall from and after the Effective Time (i) use their reasonable best efforts so that for a period of three years after the Effective Time, at least 75% of the GST Board are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of GSAM, GSAMI or AXA. In addition, GST, GSAM, GSAMI and AXA from and after the Effective Time, shall refrain from imposing or seeking to impose for a period of two years after the Effective Time, any “unfair burden” on the GST Funds (within the meaning of the 1940 Act) as a result of the transactions contemplated by this Agreement or any terms, conditions or understandings applicable thereto.
      5.12 Post-Effective Amendment to Registration Statement on Form N-1A. GST shall use its reasonable best efforts in seeking to ensure that the post-effective amendment to GST’s registration statement on Form N-1A (File Nos. 33-17619/811-05349), which registers the Class A shares, Class B shares, Class C shares and Institutional shares of the Shell GST Funds, shall have become effective under the 1933 Act at or before the Effective Time.
      5.13 Expense Limitation Arrangements. GSAM shall cap the net annual fund operating expenses of the Goldman Sachs High Yield Fund (Class B and Class C shares), Goldman Sachs Municipal Income Fund (Class B and Class C shares) and ILA Portfolio (ILA Service, ILA B and ILA C shares) for one year from the Effective Time of the Fund Transaction involving each such GST Fund to the extent necessary to ensure that the net annual operating expense ratio of each such class of shares of each such GST Fund does not exceed the current net annual operating expense ratio for such class of shares as set forth in the annual fund operating expense table in the Proxy Statement/ Prospectus.
ARTICLE VI
CONDITIONS PRECEDENT
      6.1 Conditions Precedent to Obligations of Enterprise Trust. The obligation of Enterprise Trust to conclude the transactions provided for herein shall be subject, at its election, to the performance by GST of all of the obligations to be performed by it hereunder at or before the Effective Time, and, in addition thereto, to the following further conditions unless waived by Enterprise Trust in writing:
           (a) All representations and warranties of GST, on behalf of itself and the GST Funds, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time with the same force and effect as if made at and as of the Effective Time; provided that GST shall be given a period of 30 Business Days from the date on which any such representation or warranty shall not be true and correct in all material respects to cure such condition.
           (b) GST shall have furnished to Enterprise Trust the opinion of Drinker Biddle & Reath LLP dated as of the Effective Time, substantially to the effect that:
                (i) GST is a statutory trust, validly existing and in good standing under Delaware Law, and has power under the GST Governing Documents to conduct its business and own its assets as described in its currently effective registration statement on Form N-1A;
                (ii) GST is registered with the SEC under the 1940 Act as an open-end management investment company and its registration with the SEC is in full force and effect;
                (iii) the GST shares to be issued and delivered by GST pursuant to this Agreement have been duly authorized for issuance and, when issued and delivered as provided herein, will be validly issued, fully paid and non-assessable under Delaware Law and that the holders of GST shares will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation Law of the State of Delaware (except that no opinion need to be expressed as to such holders who are also Trustees of GST); and no preemptive rights of shareholders exist with respect to any such shares or the issue or delivery thereof;

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                (iv) except as disclosed in writing to Enterprise Trust, such counsel knows of no material legal proceedings pending or threatened against GST;
                (v) this Agreement has been duly authorized, executed and delivered under the applicable Laws of the State of Delaware by GST and, assuming due authorization, execution and delivery by Enterprise Trust, constitutes a valid and legally binding obligation of GST, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and to general equity principles;
                (vi) the Registration Statement has become effective under the 1933 Act and, to the Knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or threatened by the SEC;
                (vii) to the Knowledge of such counsel, as of the date of its mailing, the Proxy Statement/ Prospectus, and as of the date of its filing, the Registration Statement (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder;
                (viii) the execution and delivery of this Agreement did not and the consummation of the transactions herein contemplated will not conflict with or result in a material breach of the terms or provisions of, or constitute a material default under, the GST Governing Documents or any material agreement or instrument known to such counsel to which GST is a party or by which any properties belonging to GST may be bound;
                (ix) the execution and delivery of this Agreement did not and the consummation of the transactions herein contemplated will not conflict with or result in a material violation by GST or a GST Fund of any terms, conditions, or provisions of any federal securities Law or Delaware Law; and
                (x) to the Knowledge of such counsel, no consent, approval, authorization, or other action by or filing with any Governmental or Regulatory Body is required in connection with the consummation of the transactions herein contemplated, except such as have been obtained or made under the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder and Delaware Law and except such as may be required under state securities Laws.
      In rendering such opinion, Drinker Biddle & Reath LLP may rely upon certificates of officers of GST and of public officials as to matters of fact.
      Such opinion (i) shall state that while such counsel have not verified, and are not passing upon and do not assume responsibility for, the accuracy, completeness or fairness of any portion of the Registration Statement or any amendment thereof or supplement thereto, they have generally reviewed and discussed certain information furnished therein with respect to the GST Funds with certain officers of GST and that in the course of such review and discussion no facts came to the attention of such counsel which caused them to believe that, on the mailing date of the Proxy Statement/ Prospectus and on the effective date of the Registration Statement and any amendment thereof or supplement thereto and only insofar as they relate to the information furnished with respect to GST and the GST Funds, the Proxy Statement/ Prospectus, Registration Statement or any amendment thereof or supplement thereto contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) shall state that such counsel do not express any opinion or belief as to the financial statements, other financial data, statistical data or financial information relating to GST and the GST Funds contained or incorporated by reference in the Registration Statement; (iii) may rely on the opinion of other counsel to the extent set forth in such opinion, provided such other counsel is reasonably acceptable to Enterprise Trust; and (iv) shall state that such opinion is solely for the benefit of Enterprise Trust and its trustees and officers.

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           (c) GST shall have furnished to Enterprise Trust a certificate of GST, signed by the president and treasurer of GST, dated as of the Effective Time, to the effect that they have examined the Proxy Statement/ Prospectus and the Registration Statement (and any supplement thereto) and this Agreement and that:
                (i) the representations and warranties of GST in this Agreement are true and correct in all material respects on and as of the Effective Time and GST has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Effective Time;
                (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or, to GST’s Knowledge, threatened in writing; and
                (iii) since the date of the most recent financial statements of the Existing GST Funds included in the Proxy Statement/ Prospectus (or any supplement thereto), there has been no Material Adverse Effect on the business or properties of any of the Existing GST Funds (other than changes in the ordinary course of business, including, without limitation, dividends and other distributions in the ordinary course and changes in net asset value per share), except as set forth in or contemplated in the Proxy Statement/ Prospectus (or any supplement thereto).
           (d) At the Valuation Time and Effective Time, except as previously disclosed to Enterprise Trust in writing, and except as have been corrected as required by applicable Law, and to the best of GST’s Knowledge, there shall have been no material miscalculations of the net asset value of any Existing GST Fund or the net asset value per share of any series of shares during the twelve-month period preceding the Valuation Time and Effective Time, and all such calculations shall have been made in accordance with the applicable provisions of the 1940 Act. At the Valuation Time and Effective Time, all liabilities chargeable to each share class of a GST Fund which are required to be reflected in the net asset value per share of a share class of a GST Fund in accordance with applicable Law will be reflected in the net asset value per share of such share class of a GST Fund.
           (e) The Secretary of Enterprise Trust shall have received the confirmation from GST required under paragraph 3.3 of this Agreement.
           (f) GST shall have duly executed and delivered to Enterprise Trust, on behalf of each GST Fund, such assumptions of Liabilities and other instruments as Enterprise Trust may reasonably deem necessary or desirable to evidence the transactions contemplated by this Agreement, including the assumption of all of the Liabilities of each Enterprise Fund by the respective Transaction Party of such Enterprise Fund, other than the Excluded Liabilities.
           (g) Enterprise Trust shall have completed to its satisfaction its due diligence review of GST and each GST Fund.
      6.2 Conditions Precedent to Obligations of GST. The obligation of GST to conclude the transactions provided for herein shall be subject, at its election, to the performance by Enterprise Trust of all of the obligations to be performed by it hereunder at or before the Effective Time, and, in addition thereto, to the following further conditions unless waived by GST in writing:
           (a) All representations and warranties of Enterprise Trust, on behalf of itself and the Enterprise Funds, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time with the same force and effect as if made at and as of the Effective Time; provided that Enterprise Trust shall be given a period of 30 Business Days from the date on which any such representation or warranty shall not be true and correct in all material respects to cure such condition.
           (b) Enterprise Trust shall have furnished to GST the opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP dated as of the Effective Time, substantially to the effect that:
                (i) Enterprise Trust is a statutory trust, validly existing and in good standing under Delaware Law, and has power under the Enterprise Governing Documents to conduct its business and own its assets as described in its currently effective registration statement on Form N-1A;

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                (ii) Enterprise Trust is registered with the SEC under the 1940 Act as an open-end management investment company and its registration with the SEC is in full force and effect;
                (iii) all issued and outstanding Enterprise Trust shares of each series as of the Effective Time are duly authorized, validly issued, fully paid and non-assessable under Delaware Law and that the holders of Enterprise Trust shares will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation Law of the State of Delaware (except that no opinion need to be expressed as to such holders who are also Trustees of Enterprise Trust); and no preemptive rights of shareholders exist with respect to any such shares or the issue or delivery thereof;
                (iv) except as disclosed in writing to GST, such counsel knows of no material legal proceedings pending or threatened against Enterprise Trust;
                (v) this Agreement has been duly authorized, executed and delivered under the applicable Laws of the State of Delaware by Enterprise Trust and, assuming due authorization, execution and delivery by GST, constitutes a valid and legally binding obligation of Enterprise Trust, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and to general equity principles;
                (vi) to the Knowledge of such counsel, as of the date of its mailing, the Proxy Statement/ Prospectus, and as of the date of its filing, the Registration Statement (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder;
                (vii) the execution and delivery of this Agreement did not and the consummation of the transactions herein contemplated will not conflict with or result in a material breach of the terms or provisions of, or constitute a material default under, the Enterprise Governing Documents or any material agreement or instrument known to such counsel to which Enterprise Trust is a party or by which any properties belonging to Enterprise Trust may be bound;
                (viii) the execution and delivery of this Agreement did not and the consummation of the transactions herein contemplated will not conflict with or result in a material violation by Enterprise Trust or an Enterprise Fund of any terms, conditions, or provisions of any federal securities Law or Delaware Law; and
                (ix) to the Knowledge of such counsel, no consent, approval, authorization or other action by or filing with any Governmental or Regulatory Body is required in connection with the consummation of the transactions herein contemplated, except such as have been obtained or made under the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder and Delaware Law and except such as may be required under state securities Laws.
      In rendering such opinion, Kirkpatrick & Lockhart Preston Gates Ellis LLP may rely upon certificates of officers of Enterprise Trust and of public officials as to matters of fact.
      Such opinion (i) shall state that while such counsel have not verified, and are not passing upon and do not assume responsibility for, the accuracy, completeness or fairness of any portion of the Registration Statement or any amendment thereof or supplement thereto, they have generally reviewed and discussed certain information furnished therein with respect to the Enterprise Funds with certain officers of Enterprise Trust and that in the course of such review and discussion no facts came to the attention of such counsel which caused them to believe that, on the mailing date of the Proxy Statement/ Prospectus and on the effective date of the Registration Statement and any amendment thereof or supplement thereto and only insofar as they relate to the information furnished with respect to Enterprise Trust and the Enterprise Funds, the Proxy Statement/ Prospectus, Registration Statement or any amendment thereof or supplement thereto contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) shall state that such counsel do not express any opinion or belief as to the financial statements, other financial data, statistical data or financial information relating to Enterprise Trust and the Enterprise Funds contained or incorporated by reference in the Registration Statement; (iii) may rely on the opinion of other

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counsel to the extent set forth in such opinion, provided such other counsel is reasonably acceptable to GST; and (iv) shall state that such opinion is solely for the benefit of GST and its trustees and officers.
           (c) Enterprise Trust shall have furnished to GST the unaudited statements required by paragraph 5.6.
           (d) Enterprise Trust shall have furnished to GST a certificate of Enterprise Trust, signed by the president and treasurer of Enterprise Trust, dated as of the Effective Time, to the effect that they have examined the Proxy Statement/ Prospectus and the Registration Statement (and any supplement thereto) and this Agreement and that:
                (i) the representations and warranties of Enterprise Trust in this Agreement are true and correct in all material respects on and as of the Effective Time and Enterprise Trust has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Effective Time; and
                (ii) since the date of the most recent financial statements of the Enterprise Funds included in the Proxy Statement/ Prospectus (or any supplement thereto), there has been no Material Adverse Effect on the business or properties of any of the Enterprise Funds (other than changes in the ordinary course of business, including, without limitation, dividends and other distributions in the ordinary course and changes in net asset value per share), except as set forth in or contemplated in the Proxy Statement/ Prospectus (or any supplement thereto).
           (e) Enterprise Trust shall have duly executed and delivered to GST, on behalf of each Enterprise Fund, such bills of sale, assignments, certificates and other instruments of transfer, including transfer instructions to Enterprise Trust’s custodian and instructions to GST’s transfer agent as GST may reasonably deem necessary or desirable to evidence the transfer to the respective Transaction Party of such Enterprise Fund all of the right, title and interest of such Enterprise Fund in and to the respective Fund Assets of such Enterprise Fund. In each case, the Fund Assets of each Enterprise Fund shall be accompanied by all necessary state stock transfer stamps or cash for the appropriate purchase price therefor.
           (f) GST shall have received: (i) a certificate of an authorized signatory of JP Morgan, as custodian for Enterprise Trust and certain GST Funds, stating that the Fund Assets of each Enterprise Fund have been delivered to GST; (ii) a certificate of an authorized signatory from each of JP Morgan and State Street, as custodians for GST, stating that the Fund Assets of each Enterprise Fund has been received; and (iii) a certificate of an authorized signatory of Enterprise Trust confirming that Enterprise Trust has delivered its records containing the names and addresses of the record holders of each series of Enterprise Trust shares and the number and percentage (to three decimal places) of ownership of each series of Enterprise Trust Shares owned by each such holder as of the close of business at the Valuation Time.
           (g) At the Valuation Time and Effective Time, except as previously disclosed to GST in writing, and except as have been corrected as required by applicable Law, and to the best of Enterprise Trust’s Knowledge, there shall have been no material miscalculations of the net asset value of any Enterprise Fund or the net asset value per share of any series of shares during the twelve-month period preceding the Valuation Time and Effective Time, and all such calculations shall have been made in accordance with the applicable provisions of the 1940 Act. At the Valuation Time and Effective Time, all Liabilities chargeable to each share class of an Enterprise Fund which are required to be reflected in the net asset value per share of a share class of an Enterprise Fund in accordance with applicable Law will be reflected in the net asset value per share of such share class of an Enterprise Fund.
           (h) GST shall have completed to its satisfaction its due diligence review of Enterprise Trust and each Enterprise Fund.
           (i) Enterprise Trust’s agreements with each of its service contractors shall have terminated at the Effective Time with respect to each Enterprise Fund, and each Party has received assurance that no claims for damages (liquidated or otherwise) will arise as a result of such termination.

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      6.3 Other Conditions Precedent. Unless waived in writing by the Parties with the consent of their respective boards of trustees, the consummation of each Fund Transaction is subject to the fulfillment, prior to or at the Effective Time, of each of the following conditions:
           (a) This Agreement and the transactions contemplated herein, with respect to a particular Fund Transaction, shall have been approved by the requisite vote of the holders of the outstanding shares of the Enterprise Fund that is a party to such Fund Transaction in accordance with the provisions of the Enterprise Governing Documents, applicable Delaware Law and the 1940 Act. Notwithstanding anything herein to the contrary, neither Enterprise Trust nor GST may waive the conditions set forth in this paragraph 6.3(a) with respect to a Fund Transaction.
           (b) The Registration Statement shall have become effective under the 1933 Act, and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been pending or threatened in writing.
           (c) Enterprise Trust and GST shall have received an opinion or opinions from Drinker Biddle & Reath LLP (based upon certain facts, qualifications, assumptions and representations) that with respect to the Reorganization, for federal income tax purposes:
                (i) Each Fund Transaction will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and each GST Fund and Enterprise Fund will be a “party to a reorganization” within the meaning of Section 368(b) of the Code;
                (ii) each Enterprise Fund will recognize no gain or loss (A) upon the transfer of its Fund Assets to the corresponding GST Fund in exchange for GST Shares of such GST Fund and the assumption of all of the Liabilities of such Enterprise Fund, and (B) upon the distribution of those GST Shares to the shareholders of such Enterprise Fund;
                (iii) each GST Fund will recognize no gain or loss upon the receipt of the Fund Assets of the corresponding Enterprise Fund in exchange for GST Shares of such GST Fund and the assumption of all of the Liabilities of such Enterprise Fund;
                (iv) the tax basis in the hands of each GST Fund of each asset of the corresponding Enterprise Fund transferred to such GST Fund in the Reorganization will be the same as the basis of that asset in the hands of such Enterprise Fund immediately before the transfer;
                (v) the holding period of each asset of each Enterprise Fund in the hands of the corresponding GST Fund will include the period during which that asset was held by such Enterprise Fund;
                (vi) the shareholders of each Enterprise Fund will recognize no gain or loss upon their receipt of GST Shares of the corresponding GST Fund;
                (vii) the aggregate tax basis of the GST Shares of the corresponding GST Fund received by each shareholder of an Enterprise Fund will equal the aggregate tax basis of the Enterprise Fund shares surrendered in exchange therefor;
                (viii) the holding period of GST Shares received by each Enterprise Fund shareholder will include the holding period of the Enterprise Fund shares surrendered in exchange therefor, provided that the Enterprise Fund shares are held by that shareholder as capital assets on the date of the exchange;
                (ix) each GST Fund will succeed to and take into account the tax attributes of the corresponding Enterprise Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder; and
                (x) with respect to each Fund Transaction that is a F Reorganization: for purposes of section 381(c) of the Code, the GST Fund will be treated as if there had been no Reorganization. Accordingly, the Reorganization will not result in the termination of any Enterprise Fund’s taxable year, that Fund’s tax attributes enumerated in section 381(c) of the Code will be taken into account by the corresponding GST Fund as if there

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had been no Reorganization, and the part of each Enterprise Fund’s taxable year before the Reorganization will be included in the corresponding GST Fund’s taxable year after the Reorganization.
      The delivery of the foregoing opinion is conditioned upon receipt by Drinker Biddle & Reath LLP of representations that it shall request of the Parties substantially in the form of the draft representations Drinker Biddle & Reath LLP provided to them, and they agreed to, shortly before execution of this Agreement.
           (d) At the Effective Time, the SEC shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, and there shall be no proceedings pending that would seek to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. No Action or Proceeding against Enterprise Trust or GST or their respective officers or trustees shall be threatened in writing or pending before any court or other Governmental or Regulatory Body in which it will seek, or seeks to restrain or prohibit any of the transactions contemplated by this Agreement or to obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby.
           (e) GSAM and AXA shall have executed and duly delivered to each other a certain asset purchase agreement by and among GSAM, AXA, AXA Financial, Inc., Enterprise Capital Management, Inc. and Enterprise Fund Distributors, Inc. (the “Asset Purchase Agreement”).
           (f) The post-effective amendment to GST’s registration statement on Form N-1A (File Nos. 33-17619/ 811-05439) which registers the Class A shares, Class B shares Class C shares and Institutional shares of the Shell GST Funds shall have become effective under the 1933 Act, and no stop order suspending effectiveness of the Form N-1A Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened.
           (g) Before the Closing of the F Reorganizations, the GST Board shall have authorized the issuance of, and each Shell GST Fund shall have issued, one GST Share in each class to GSAM or an Affiliate thereof in consideration of the payment of $10.00 each to vote on the contracts, plans, and other agreements referred to in the next sentence and to take whatever other action it may be required to take as each Shell GST Fund’s sole shareholder. GST (on behalf of and with respect to each Shell GST Fund) shall have entered into, or adopted, as appropriate, an investment management contract, a sub-advisory contract, a distribution and service plan pursuant to Rule 12b-1 under the 1940 Act, and other agreements and plans necessary for the Shell GST Fund’s operation as a series of an open-end investment company. Each such contract, plan, and agreement shall have been approved by the GST Board and, to the extent required by Law (as interpreted by SEC staff positions), by its Independent Trustees and by GSAM or its Affiliate as each Shell GST Fund’s sole shareholder.
ARTICLE VII
EXPENSES
      Enterprise Trust and GST will not bear any fees, expenses or explicit brokerage commissions in connection with the transactions contemplated by this Agreement. The responsibility for payment of all of the fees, expenses and explicit brokerage commissions in connection with entering into and carrying out the transactions contemplated by this Agreement, whether or not the transactions contemplated hereby are concluded, shall be allocated between AXA and GSAM (or any Affiliate thereof) as AXA and GSAM shall agree.
ARTICLE VIII
AMENDMENTS AND TERMINATION
      8.1 Amendments. The Parties may amend this Agreement in such manner as may be agreed upon, whether before or after the meetings of shareholders of the Enterprise Funds at which action upon this Agreement and the transactions contemplated hereby is to be taken; provided, however, that after the requisite approval of the shareholders of an Enterprise Fund has been obtained, this Agreement shall not be amended or modified so as to change the provisions with respect to the transactions herein contemplated in any manner that would materially and adversely affect the rights of such shareholders without their further approval.

A-22

 

      Nothing in this paragraph 8.1 shall be construed to prohibit the Parties from amending this Agreement to change the Valuation Time or Effective Time.
      8.2 Termination. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated at any time prior to the Effective Time:
           (a) by the mutual written consent of the Parties;
           (b) by Enterprise Trust (i) following a material breach by GST of any of its representations, warranties or covenants contained in this Agreement, provided that GST shall have been given a period of 10 Business Days from the date of the occurrence of such material breach to cure such breach and shall have failed to do so; (ii) if any of the conditions set forth in paragraphs 6.1 and 6.3 are not satisfied as specified in said paragraphs on or before December 31, 2007; or (iii) upon the occurrence of an event which has a Material Adverse Effect upon GST or a GST Fund;
           (c) by GST (i) following a material breach by Enterprise Trust of any of its representations, warranties or covenants contained in this Agreement, provided that Enterprise Trust shall have been given a period of 10 Business Days from the date of the occurrence of such material breach to cure such breach and shall have failed to do so; (ii) if any of the conditions set forth in paragraphs 6.2 and 6.3 are not satisfied as specified in said paragraphs on or before December 31, 2007; or (iii) upon the occurrence of an event which has a Material Adverse Effect upon the Enterprise Trust or an Enterprise Fund;
           (d) by either Party by written notice to the other Party following a determination by the terminating Party’s Board that the consummation of the Reorganization is not in the best interest of its shareholders; or
           (e) by either Party if the Effective Time does not occur by December 31, 2007.
      If a Party terminates this Agreement in accordance with this paragraph 8.2, in the absence of willful default there shall be no liability for damages on the part of any Party, or the trustees or officers of such Party. In the event of willful default, all remedies at Law or in equity of the Party adversely affected shall survive.
ARTICLE IX
PUBLICITY; CONFIDENTIALITY
      9.1 Publicity. Any public announcements or similar publicity with respect to this Agreement or the transactions contemplated herein will be made at such time and in such manner as the Parties mutually shall agree in writing, provided that nothing herein shall prevent either Party from making such public announcements as may be required by Law, in which case the Party issuing such statement or communication shall advise the other Party prior to such issuance.
      9.2 Confidentiality. (a) The Parties, GSAM, GSAMI and AXA (for purposes of this paragraph 9.2, the “Protected Persons”) will hold, and will cause their board members, officers, employees, representatives, agents and Affiliates to hold, in strict confidence, and not disclose to any other Person, and not use in any way except in connection with the transactions herein contemplated, without the prior written consent of the other Protected Persons, all confidential information obtained from the other Protected Persons in connection with the transactions contemplated by this Agreement, except such information may be disclosed: (i) to Governmental or Regulatory Bodies, and, where necessary, to any other Person in connection with the obtaining of consents or waivers as contemplated by this Agreement; (ii) if required by court order or decree or applicable Law; (iii) if it is publicly available through no act or failure to act of such Party; (iv) if it was already known to such Party on a non-confidential basis on the date of receipt; (v) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (vi) if it is otherwise expressly provided for herein.
      (b) In the event of a termination of this Agreement, the Parties, GSAM, GSAMI and AXA agree that they along with their board members, employees, representative agents and Affiliates shall, and shall cause their Affiliates to, except with the prior written consent of the other Protected Persons, keep secret and retain in strict

A-23

 

confidence, and not use for the benefit of itself or themselves, nor disclose to any other Persons, any and all confidential or proprietary information relating to the other Protected Persons and their related parties and Affiliates, whether obtained through their due diligence investigation, this Agreement or otherwise, except such information may be disclosed: (i) if required by court order or decree or applicable Law; (ii) if it is publicly available through no act or failure to act of such Party; (iii) if it was already known to such Party on a non-confidential basis on the date of receipt; (iv) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (v) if it is otherwise expressly provided for herein.
ARTICLE X
MISCELLANEOUS
      10.1 Entire Agreement. This Agreement (including any schedules delivered pursuant hereto, which are a part hereof) constitutes the entire agreement of the Parties with respect to the matters covered by this Agreement. This Agreement supersedes any and all prior understandings, written or oral, between the Parties and may be amended, modified, waived, discharged or terminated only by an instrument in writing signed by an authorized executive officer of the Party against which enforcement of the amendment, modification, waiver, discharge or termination is sought.
      10.2 Notices. All notices or other communications under this Agreement shall be in writing and sufficient if delivered personally, by overnight courier, by facsimile, telecopied (if confirmed) or sent via registered or certified mail, postage prepaid, return receipt requested, addressed as follows (notices or other communication sent via e-mail shall not constitute notice):
      If to Enterprise Trust:
  AXA Enterprise Funds Trust
  1290 Avenue of the Americas, 8th Floor
  New York, NY 10104
  Attention: Patricia Louie, Esq.
  Telephone No.: (212) 314-5329
  Facsimile No.: (212) 314-4723
  E-mail: patricia.louie@axa-equitable.com
 
  With copies (which shall not constitute notice) to:
 
  Kirkpatrick & Lockhart Preston Gates Ellis LLP (counsel to Enterprise Trust)
  1601 K Street, N.W.
  Washington, DC 20006-1600
  Attention: Arthur J. Brown, Esq.
  Telephone No.: (202) 778-9046
  Facsimile No.: (202) 778-9000
  E-mail: abrown@klng.com
 
  AXA Equitable Life Insurance Company
  1290 Avenue of the Americas, 8th Floor
  New York, NY 10104
  Attention: Patricia Louie, Esq.
  Telephone No.: (212) 314-5329
  Facsimile No.: (212) 314-4723
  E-mail: patricia.louie@axa-equitable.com

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          If to GST, GSAM or GSAMI:
  Goldman Sachs Trust
  32 Old Slip
  New York, NY 10005
  Attention: Peter V. Bonanno, Esq.
  Telephone No.: (212) 357-3184
  Facsimile No.: (212) 902-4140
  E-mail: Peter.Bonanno@gs.com
 
  With a copy (which shall not constitute notice) to:
 
  Drinker Biddle & Reath LLP (counsel to GST)
  One Logan Square
  18th & Cherry Streets
  Philadelphia, PA 19103-6996
  Attention: Kenneth L. Greenberg, Esq.
  Telephone No.: (215) 988-1152
  Facsimile No.: (215) 988-2757
  E-mail: Kenneth.Greenberg@dbr.com
      10.3 Waiver. The failure of either Party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of either Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Except as provided in paragraph 6.3(a), a Party may waive any condition to its obligations hereunder (such waiver to be in writing and authorized by an authorized officer of the waiving Party).
      10.4 Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by either Party without the written consent of the other Party. Nothing herein express or implied is intended to or shall confer any rights, remedies or benefits upon any Person other than the Parties hereto.
      10.5 Survival. Except as provided in the next sentence, the respective representations, warranties and covenants contained in this Agreement and in any certificates or other instruments exchanged at the Effective Time as provided in Article VI hereto shall not survive the consummation of the transactions contemplated hereunder. The covenants in paragraphs 1.3, 1.5, 2.5, 5.6, 5.11, 5.13, 9.2, 10.9, 10.14 and 10.15, this paragraph 10.5 and Article VII shall survive the consummation of the transactions contemplated hereunder.
      10.6 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
      10.7 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
      10.8 Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to its principles of conflicts of Laws.
      10.9 Further Assurances. Subject to the terms and conditions herein provided, each of the Parties hereto shall use its reasonable best efforts to take, or cause to be taken, such action to execute and deliver, or cause to be executed and delivered, such additional documents and instruments and to do, or cause to be done, all things necessary, proper or advisable under the provisions of this Agreement and under applicable Law to consummate and make effective the Fund Transactions contemplated by this Agreement, including, without limitation, delivering and/or causing to be delivered to the other Party hereto each of the items required under this Agreement as a condition to such Party’s obligations hereunder. In addition, Enterprise Trust shall deliver or

A-25

 

cause to be delivered to GST at the Closing, the Books and Records of each Enterprise Fund (regardless of whose possession they are in).
      10.10 Beneficiaries. Nothing contained in this Agreement shall be deemed to create rights in Persons not Parties (including, without limitation, any shareholder of GST or Enterprise Trust) except that the Enterprise Trust Independent Trustees are intended third-party beneficiaries of the provisions of paragraph 1.3 herein.
      10.11 Failure of Any Fund(s) to Consummate the Transactions.
           (a) The failure of any GST Fund or Enterprise Fund to consummate its Fund Transaction shall not affect the consummation or validity of the Fund Transaction with respect to any other GST Fund or Enterprise Fund, and the provisions of this Agreement shall be construed to effect this intent.
           (b) In the event that any Enterprise Fund fails to obtain the required shareholder vote for approval of this Agreement with respect to the Fund Transaction in which it is participating at or prior to the Effective Time, the Parties shall continue the solicitation of the shareholders of the applicable Enterprise Fund. If approval of this Agreement is denied by the shareholders of an Enterprise Fund, such Enterprise Fund shall resolicit such shareholders and make such new or amended filings as are required or desirable to obtain such shareholder approval. Notwithstanding the foregoing, if the required shareholder vote for approval of this Agreement with respect to any Fund Transaction has not been obtained on or before the nine-month anniversary of the originally scheduled Effective Time (and before the date specified in paragraph 8.2(e)), then the Parties, AXA, GSAM and GSAMI shall take such actions as provided in the Asset Purchase Agreement.
           (c) Notwithstanding paragraph 10.11(a), no Fund Transaction involving any Enterprise Fund shall be consummated until either (i) shareholders of all Enterprise Funds approve this Agreement with respect to their respective Fund Transactions or (ii) shareholders of certain but not all Enterprise Funds approve this Agreement with respect to their respective Fund Transactions and shareholders of certain portfolios of the AXA Enterprise Multimanager Funds Trust (“Multimanager Trust”) or The Enterprise Group of Funds, Inc. (“Enterprise Group”) approve related agreements and plans of reorganization such that the Enterprise Funds and the portfolios of the Multimanager Trust and Enterprise Group whose shareholders provided approval have combined total assets under management of at least $1,000,000,000. If shareholder approval of this Agreement with respect to a Fund Transaction in respect of one or more of the Enterprise Funds has not been received on or before the Effective Time and the Closing, then, if such approvals are ultimately received, a subsequent Closing shall occur, at such time and place and on such date (and with such Effective Time) as is mutually agreed in writing by an authorized officer of each Party. It is agreed that such subsequent Closing shall not be set in a piecemeal fashion and that no subsequent Fund Transaction involving any Enterprise Fund shall be consummated until shareholders of those remaining Enterprise Funds with combined total assets under management of at least $500,000,000 approve this Agreement with respect to their respective Fund Transactions. Notwithstanding the foregoing, a subsequent Fund Transaction involving one or more Enterprise Funds will be consummated with a lesser amount of combined total assets under management if no other Fund Transactions are reasonably believed by AXA to occur by December 31, 2007 or if it is mutually agreed in writing by an authorized officer of each Party.
      10.12 Validity. Whenever possible, each provision and term of this Agreement shall be interpreted in a manner to be effective and valid, but if any provision or term of this Agreement is held to be prohibited by Law or invalid, then such provision or term shall be ineffective only in the jurisdiction or jurisdictions so holding and only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of this Agreement.
      10.13 Effect of Facsimile Signature. A facsimile signature of an authorized officer of a Party hereto on any Transfer Document shall have the same effect as if executed in the original by such officer.
      10.14 GST Liability. The name “Goldman Sachs Trust” is the designation of the trustees for the time being under an Agreement and Declaration of Trust dated January 28, 1997, as amended from time to time, and all Persons dealing with GST or a GST Fund must look solely to the property of GST or such GST Fund for the enforcement of any claims as none of its trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of GST. No GST Fund shall be liable for any claims against any other GST

A-26

 

Fund. Both Parties along with GSAM, GSAMI and AXA specifically acknowledge and agree that any liability of GST under this Agreement with respect to a particular GST Fund, or in connection with the transactions contemplated herein with respect to a particular GST Fund, shall be discharged only out of the assets of the particular GST Fund and that no other portfolio of GST shall be liable with respect thereto.
      10.15 Enterprise Funds Liability. The name “AXA Enterprise Funds Trust” is the designation of the trustees for the time being under an Agreement and Declaration of Trust dated December 30, 2004, and all Persons dealing with Enterprise Trust or an Enterprise Fund must look solely to the property of Enterprise Trust or such Enterprise Fund for the enforcement of any claims as none of its trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of Enterprise Trust. No Enterprise Fund shall be liable for any claims against any other Enterprise Fund. Both Parties along with GSAM, GSAMI and AXA specifically acknowledge and agree that any liability of Enterprise Trust under this Agreement with respect to a particular Enterprise Fund, or in connection with the transactions contemplated herein with respect to a particular Enterprise Fund, shall be discharged only out of the assets of the particular Enterprise Fund and that no other portfolio of Enterprise Trust shall be liable with respect thereto.
ARTICLE XI
DEFINITIONS
      As used in this Agreement, the following terms have the following meanings:
      “Action or Proceeding” means any action, suit or proceeding by any Person, or any investigation or audit by any Governmental or Regulatory Body.
      “Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common control with such first Person.
      “Agreement” has the meaning specified in the preamble.
      “Asset Purchase Agreement” has the meaning specified in paragraph 6.3(e).
      “AXA” has the meaning specified in the preamble.
      “Books and Records” means Enterprise Trust’s or GST’s accounts, books, records or other documents (including but not limited to minute books, stock transfer ledgers, financial statements, tax returns and related work papers and letters from accountants, and other similar records) required to be maintained by Enterprise Trust or GST with respect to the Enterprise Funds or GST Funds, as applicable, pursuant to Section 31(a) of the 1940 Act and Rules 31a-1 to 31a-3 thereunder.
      “Business Day” means a day other than Saturday, Sunday or a day on which banks located in New York City are authorized or obligated to close.
      “Closing” has the meaning specified in paragraph 3.1.
      “Code” has the meaning specified in the recitals.
      “Continuing Enterprise Funds” means the AXA Enterprise International Growth Fund, AXA Enterprise Small Company Growth Fund and AXA Enterprise Small Company Value Fund.
      “corresponding,” when used with respect to a GST Fund or an Enterprise Fund, has the meaning specified in the recitals.
      “Delaware Law” has the meaning specified in paragraph 1.1.
      “Effective Time” has the meaning specified in paragraph 3.1.
      “Enterprise Fund” and “Enterprise Funds” each has the meaning specified in the preamble.
      “Enterprise Governing Documents” has the meaning specified in paragraph 1.1.
      “Enterprise Group” has the meaning specified in paragraph 10.11(c).

A-27

 

      “Enterprise Trust” has the meaning specified in the preamble.
      “Enterprise Trust Board” has the meaning specified in the recitals.
      “Excluded Liabilities” has the meaning specified in paragraph 1.3.
      “Existing GST Funds” means the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Capital Growth Fund, Goldman Sachs Government Income Fund, Goldman Sachs Enhanced Income Fund, Goldman Sachs High Yield Fund, Goldman Sachs Municipal Income Fund and the ILA Portfolio of GST.
      “F Reorganization” has the meaning specified in paragraph 4.2(m).
      “Fund Assets” means all properties and assets of every kind and description whatsoever, including, without limitation, all cash, cash equivalents, securities, claims (whether absolute or contingent, known or unknown, accrued or unaccrued and including, but not limited to, any claims that Enterprise Trust may have against AXA) and receivables (including dividend and interest receivable), goodwill and other intangible property, Books and Records, and all interests, rights, privileges and powers, owned by Enterprise Trust on behalf of an Enterprise Fund, and any prepaid expenses shown on an Enterprise Fund’s books at the Valuation Time, excluding (a) the estimated costs of extinguishing any Excluded Liability; (b) cash in an amount necessary to pay dividends pursuant to paragraph 5.8, and (c) Enterprise Trust’s rights under this Agreement.
      “Fund Transaction” has the meaning specified in paragraph 1.1.
      “Governmental or Regulatory Body” means any court, tribunal, or government or political subdivision, whether federal, state, county, local or foreign, or any agency, authority, official or instrumentality of any such government or political subdivision.
      “GSAM” has the meaning specified in the preamble.
      “GSAMI” has the meaning specified in the preamble.
      “GST” has the meaning specified in the preamble.
      “GST Board” has the meaning specified in the recitals.
      “GST Fund” and “GST Funds” each has the meaning specified in the preamble.
      “GST Governing Documents” has the meaning specified in paragraph 4.2(a).
      “GST Shares” has the meaning specified in paragraph 1.4.
      “ILA Portfolio” has the meaning specified in the recitals.
      “Independent Trustees” has the meaning specified in the recitals.
      “JP Morgan” has the meaning specified in paragraph 2.4.
      “Knowledge” means (i) with respect to Enterprise Trust and any applicable Enterprise Fund, the actual knowledge after reasonable inquiry of Enterprise Trust’s trustees or officers, AXA in its capacity as a service provider to Enterprise Trust and any sub-adviser affiliated with AXA and (ii) with respect to GST and any applicable GST Fund, the actual knowledge after reasonable inquiry of GST’s trustees or officers, or GSAM and GSAMI in its respective capacity as a service provider to GST.
      “Known Liabilities” means, with respect to Enterprise Trust and any applicable Enterprise Fund, those Liabilities of which Enterprise Trust’s trustees or officers, AXA, or any applicable sub-advisor, sub-administrator, distributor, transfer agent, shareholder servicing agent, auditor, or custodian has Knowledge.
      “Law” means any law, statute, rule, regulation or ordinance of any Governmental or Regulatory Body.
      “Liabilities” means all existing and future liabilities and obligations of any nature, whether known or unknown, accrued or unaccrued, absolute or contingent, conditional or unmatured, or otherwise of an Enterprise Fund including, but not limited to, (i) those reflected on an unaudited statement of assets and liabilities of an

A-28

 

Enterprise Fund prepared by AXA as of the Valuation Time in accordance with U.S. generally accepted accounting principles consistently applied from the prior audited reporting period and reviewed and approved by the respective treasurers of GST and Enterprise Trust at the Effective Time, and (ii) all obligations of Enterprise Trust to indemnify, hold harmless and advance cost of defense to the Independent Trustees of Enterprise Trust pursuant to the Enterprise Governing Documents, but excluding all such obligations with respect to the officers and non-Independent Trustees of Enterprise Trust. “Liabilities” does not include, and GST and the GST Funds shall not assume, any Excluded Liabilities.
      “Material Adverse Effect” as to any Person means a material adverse effect on the business, results of operations or financial condition of such Person. For purposes of this definition, a decline in net asset value of an Enterprise Fund or GST Fund arising out of its investment operations or declines in market values of securities in its portfolio, the discharge of liabilities, or the redemption of shares representing interests in such fund, shall not constitute a “Material Adverse Effect.”
      “Multimanager Trust” has the meaning specified in paragraph 10.11(c).
      “NYSE” has the meaning specified in paragraph 2.6.
      “1940 Act” has the meaning specified in the recitals.
      “1933 Act” means the Securities Act of 1933, as amended.
      “1934 Act” means the Securities Exchange Act of 1934, as amended.
      “Order” means any writ, judgment, decree, injunction or similar order of any Government or Regulatory Body, in each case whether preliminary or final.
      “Party” and “Parties” each has the meaning specified in the preamble.
      “Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental or Regulatory Body or other entity.
      “Protected Persons” has the meaning specified in paragraph 9.2.
      “Proxy Statement/ Prospectus” has the meaning specified in paragraph 4.1(p).
      “Registration Statement” has the meaning specified in paragraph 4.1(p).
      “Reorganization” has the meaning specified in the recitals.
      “SEC” means the U.S. Securities and Exchange Commission.
      “Shell GST Funds” means the Goldman Sachs Strategic International Equity Fund, Goldman Sachs Structured Small Cap Value Fund and Goldman Sachs Structured Small Cap Growth Fund of GST (each of which has no assets and liabilities and no operating history prior to the Reorganization).
      “State Street” has the meaning specified in paragraph 2.4.
      “Transaction Party” has the meaning specified in paragraph 1.1.
      “Valuation Time” has the meaning specified in paragraph 2.6.
[SIGNATURE PAGE FOLLOWS]

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      IN WITNESS WHEREOF, the Parties and AXA, GSAM and GSAMI have caused this Agreement to be duly executed and delivered by their duly authorized officers, as of the day and year first above written.
  AXA ENTERPRISE FUNDS TRUST
  By: 
 
 
  Name:  Steven M. Joenk
  Title: President and Chief Executive Officer
  GOLDMAN SACHS TRUST
  By: 
 
 
  Name:  James Fitzpatrick
  Title: Vice President
Solely for purposes of Article VII and Paragraphs 1.3, 1.5, 2.5, 4.1(i), 5.1, 5.11, 9.2, 10.5, 10.11, 10.14 and 10.15  
 
AXA EQUITABLE LIFE  
INSURANCE COMPANY  
By:   
 
  
Name:    
Title:      
 
 
Solely for purposes of Article VII and Paragraphs 4.2(i), 5.1, 5.11, 5.13, 9.2, 10.5, 10.11, 10.14 and 10.15  
 
GOLDMAN SACHS  
ASSET MANAGEMENT, L.P.  
By:   
 
  
Name:  James Fitzpatrick  
Title: Managing Director  
Solely for purposes of Paragraphs 4.2(i), 5.1, 5.11, 9.2, 10.5, 10.11, 10.14 and 10.15  
 
GOLDMAN SACHS ASSET  
MANAGEMENT INTERNATIONAL  
By:   
 
  
Name:  Ted Sotir  
Title: President  

A-30

 

EXHIBIT A
AXA Enterprise Funds and Corresponding Goldman Sachs Funds Transaction Parties
       
AXA Enterprise Funds   GST Funds
     
AXA Enterprise Capital Appreciation Fund
   Goldman Sachs Structured U.S. Equity Fund
 
Class A Shares
          Class A Shares
 
Class B Shares
          Class B Shares
 
Class C Shares
          Class C Shares
 
Class Y Shares
          Institutional Shares
AXA Enterprise Deep Value Fund
   Goldman Sachs Large Cap Value Fund
 
Class A Shares
          Class A Shares
 
Class B Shares
          Class B Shares
 
Class C Shares
          Class C Shares
 
Class Y Shares
          Institutional Shares
AXA Enterprise Equity Fund
   Goldman Sachs Structured Large Cap Growth Fund
 
Class A Shares
          Class A Shares
 
Class B Shares
          Class B Shares
 
Class C Shares
          Class C Shares
 
Class Y Shares
          Institutional Shares
AXA Enterprise Equity Income Fund
   Goldman Sachs Growth and Income Fund
 
Class A Shares
          Class A Shares
 
Class B Shares
          Class B Shares
 
Class C Shares
          Class C Shares
 
Class Y Shares
          Institutional Shares
AXA Enterprise Growth and Income Fund
   Goldman Sachs Growth and Income Fund
 
Class A Shares
          Class A Shares
 
Class B Shares
          Class B Shares
 
Class C Shares
          Class C Shares
 
Class Y Shares
          Institutional Shares
AXA Enterprise International Growth Fund
   Goldman Sachs Strategic International Equity Fund
 
Class A Shares
          Class A Shares
 
Class B Shares
          Class B Shares
 
Class C Shares
          Class C Shares
 
Class Y Shares
          Institutional Shares
AXA Enterprise Large Cap Growth Fund
   Goldman Sachs Capital Growth Fund
 
Class A Shares
          Class A Shares
 
Class B Shares
          Class B Shares
 
Class C Shares
          Class C Shares
 
Class Y Shares
          Institutional Shares
AXA Enterprise Small Company Growth Fund
   Goldman Sachs Structured Small Cap Growth Fund
 
Class A Shares
          Class A Shares
 
Class B Shares
          Class B Shares
 
Class C Shares
          Class C Shares
 
Class Y Shares
          Institutional Shares
AXA Enterprise Small Company Value Fund
   Goldman Sachs Structured Small Cap Value Fund
 
Class A Shares
          Class A Shares
 
Class B Shares
          Class B Shares
 
Class C Shares
          Class C Shares
 
Class Y Shares
          Institutional Shares
AXA Enterprise Government Securities Fund
   Goldman Sachs Government Income Fund
 
Class A Shares
          Class A Shares
 
Class B Shares
          Class B Shares
 
Class C Shares
          Class C Shares
 
Class Y Shares
          Institutional Shares

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AXA Enterprise Funds   GST Funds
     
AXA Enterprise Short Duration Bond Fund
   Goldman Sachs Enhanced Income Fund
 
Class A Shares
          Class A Shares
 
Class B Shares
          Class B Shares
 
Class C Shares
          Class A Shares
 
Class Y Shares
          Institutional Shares
AXA Enterprise High-Yield Bond Fund
   Goldman Sachs High Yield Fund
 
Class A Shares
          Class A Shares
 
Class B Shares
          Class B Shares
 
Class C Shares
          Class C Shares
 
Class Y Shares
          Institutional Shares
AXA Enterprise Tax-Exempt Income Fund
   Goldman Sachs Municipal Income Fund
 
Class A Shares
          Class A Shares
 
Class B Shares
          Class B Shares
 
Class C Shares
          Class C Shares
 
Class Y Shares
          Institutional Shares
AXA Enterprise Money Market Fund
   Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio
 
Class A Shares
          ILA Service Shares
 
Class B Shares
          ILA B Shares
 
Class C Shares
          ILA C Shares
 
Class Y Shares
          ILA Service Shares

A-32

 

APPENDIX B
Comparison of Other Investment Practices
and Investment Securities of the AXA Enterprise and GST Funds
      The tables below compare some of the investment techniques that may (but are not required to) be used by an AXA Enterprise Fund in seeking to achieve its investment objective with those that may be used by a GST Fund. Numbers in this table show allowable usage only; for actual usage, consult the AXA Enterprise Funds’ or GST Fund’s annual/semi-annual reports.
AXA Enterprise Capital Appreciation Fund and Goldman Sachs Structured U.S. Equity Fund:
                 
10 Percent of total assets (including securities lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)   AXA Enterprise   Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Capital Appreciation   Structured
— Not permitted   Fund   U.S. Equity Fund
         
Investment Practices
                
Borrowings
     33 1/3     33 1/3
Cross Hedging of Currencies
     •        •   
Currency Swaps
     •        —   
Custodial Receipts and Trust Certificates
     —        •   
Equity Swaps
     •        •  1
Foreign Currency Transactions
     •        •  2
Futures Contracts and Options on Futures Contracts
     •        •  3
Investment Company Securities (including iSharesSM and Standard & Poor’s Depositary ReceiptsTM)
     10       10  
Options on Foreign Currencies4
     •        •   
Options on Securities and Securities Indices
     •        •  5
Repurchase Agreements
     •        •   
Reverse Repurchase Agreements
     •        —   
Securities Lending
     33 1/3     33 1/3
Short Sales Against the Box
     •  6     —   
Unseasoned Companies
     •        •   
Warrants and Stock Purchase Rights
     •        •   
When-Issued Securities and Forward Commitments
     •        •   
 
1. Limited to 15% of net assets (together with other illiquid securities) for all structured securities and all swap transactions that are not deemed to be liquid.
 
2. Limited by the amount the GST Fund invests in foreign securities.
 
3. The GST Fund may enter into futures transactions only with respect to the S&P 500® Index.
 
4. Each Fund may purchase and sell call and put options.
 
5. The GST Fund may sell covered call and put options and purchase call and put options.
 
6. The AXA Enterprise Fund may also cover a short sale by depositing in a segregated account cash, U.S. Government securities, or other liquid securities in an amount equal to the market value of the securities sold short.

B-1

 

                 
10 Percent of total assets (excluding securities lending collateral) (Italic type)        
10 Percent of net assets (including borrowing for investment purposes) (Roman type)   AXA Enterprise   Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Capital Appreciation   Structured
— Not permitted   Fund   U.S. Equity Fund
         
Investment Securities
                
American and Global Depositary Receipts
     •        •   
Asset-Backed and Mortgage-Backed Securities
     •        —   
Bank Obligations
     •        •  1
Convertible Securities
     •        •  2
Corporate Debt Obligations
     •        •  1
Equity Investments
     •        90 +
Emerging Country Securities
     •        —   
Fixed Income Securities
     •        10 1.3
Foreign Government Securities
     •        —   
Foreign Securities
     •        •  4
Mortgage-Backed Securities
     •        —   
Non-Investment Grade Fixed Income Securities
     •        —  3
Real Estate Investment Trusts
     •        •   
Structured Securities
     —        •  5
Temporary Investments
     100       35  
U.S. Government Securities
     •        •  1
 
1. Limited by the amount the GST Fund invests in fixed-income securities and limited to cash equivalents only. The GST Fund may invest in bank obligations issued by U.S. or foreign banks.
 
2. The GST Fund has no minimum rating criteria for convertible debt securities.
 
3. Except as noted under “Convertible Securities,” fixed-income securities must be investment grade (i.e., BBB or higher by Standard & Poor’s or Baa or higher by Moody’s or have a comparable rating by another NRSRO at the time of investment).
 
4. Equity securities of foreign issuers must be traded in the United States.
 
5. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.

B-2

 

AXA Enterprise Deep Value Fund and Goldman Sachs Large Cap Value Fund:
                 
10 Percent of total assets (including securities lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)       Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   AXA Enterprise   Large Cap
— Not permitted   Deep Value Fund   Value Fund
         
Investment Practices
                
Borrowing
     33 1/3     33 1/3
Cross Hedging of Currencies
     •        •   
Custodial Receipts and Trust Certificates
     —        •   
Equity Swaps
     —        •  1
Foreign Currency Transactions
     •        •  2
Futures Contracts and Options on Futures Contracts
     •        •   
Investment Company Securities (including iSharesSM and Standard & Poor’s Depositary ReceiptsTM)
     10       10  
Options on Foreign Currencies3
     •        •   
Options on Securities and Securities Indices
     •        •  4
Repurchase Agreements
     •        •   
Securities Lending
     33 1/3     33 1/3
Short Sales Against the Box
     •  5     25  
Unseasoned Companies
     •        •   
Warrants and Stock Purchase Rights
     •        •   
When-Issued Securities and Forward Commitments
     •        •   
 
1. Limited to 15% of net assets (together with other illiquid securities) for all structured securities and all swap transactions that are not deemed to be liquid.
 
2. Limited by the amount the GST Fund invests in foreign securities.
 
3. The GST Fund may purchase and sell call and put options.
 
4. The GST Fund may sell covered call and put options and purchase call and put options.
 
5. The AXA Enterprise Fund may also cover a short sale by depositing in a segregated account cash, U.S. Government securities, or other liquid securities in an amount equal to the market value of the securities sold short.

B-3

 

                 
10 Percent of total assets (excluding securities lending collateral) (Italic type)        
10 Percent of net assets (including borrowing for investment purposes) (Roman type)       Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   AXA Enterprise   Large Cap
— Not permitted   Deep Value Fund   Value Fund
         
Investment Securities
                
American, European and Global Depositary Receipts
     •        •   
Asset-Backed and Mortgage-Backed Securities
     •        •  1
Bank Obligations
     •        •  1
Convertible Securities
     •        •  2
Corporate Debt Obligations
     •        •  1
Equity Investments
     •        80 +
Emerging Country Securities
     20       25 3
Fixed Income Securities
     •        20 4
Foreign Securities
     20       25 3
Foreign Government Securities
     •        —   
Mortgage Backed Securities
     •        •   
Non-Investment Grade Fixed Income Securities
     •        10 5
Real Estate Investment Trusts
     •        •   
Structured Securities
     •        •  6
Temporary Investments
     100       100  
U.S. Government Securities
     •        •  1
 
1. Limited by the amount the GST Fund invests in fixed-income securities.
 
2. The GST Fund uses the same rating criteria for convertible and non-convertible debt securities.
 
3. The GST Fund may invest up to 25% of its net assets in foreign securities, including emerging country securities.
 
4. Except as noted under “Convertible Securities” and “Non-Investment Grade Fixed Income Securities,” fixed income securities must be investment grade (i.e., BBB or higher by S&P, Baa or higher by Moody’s or have a comparable rating by another NRSRO).
 
5. May be BB or lower by S&P, Baa or lower by Moody’s or have a comparable rating by another NRSRO at the time of investment.
 
6. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.

B-4

 

AXA Enterprise Equity Fund and Goldman Sachs Structured Large Cap Growth Fund:
                 
10 Percent of total assets (including securities lending collateral) (Italic type)       Goldman Sachs
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)       Structured
•  No specific % limitation on usage; limited only by the objective and strategies of the Fund   AXA Enterprise   Large Cap
— Not permitted   Equity Fund   Growth Fund
         
Investment Practices
                
Borrowing
     33 1/3     33 1/3
Cross Hedging of Currencies
     •        •   
Currency Swaps
     •        —   
Custodial Receipts and Trust Certificates
     —        •   
Equity Swaps
     •        •  1
Foreign Currency Transactions
     •        •  2
Futures Contracts and Options on Futures Contracts
     •        •  3
Investment Company Securities (including iSharesSM and Standard & Poor’s Depositary ReceiptsTM)
     10       10  
Options on Foreign Currencies4
     •        •   
Options on Securities and Securities Indices
     •        •  5
Repurchase Agreements
     •        •   
Securities Lending
     33 1/3     33 1/3
Short Sales Against the Box
     •  6     —   
Unseasoned Companies
     •        •   
Warrants and Stock Purchase Rights
     •        •   
When-Issued Securities and Forward Commitments
     •        •   
 
1. Limited to 15% of net assets (together with other illiquid securities) for all structured securities and all swap transactions that are not deemed to be liquid.
 
2. Limited by the amount the GST Fund invests in foreign securities.
 
3. The GST Fund may enter into future transactions only with respect to a representative index.
 
4. Each Fund may purchase and sell call and put options.
 
5. The GST Fund may sell covered call and put options and purchase call and put options.
 
6. The AXA Enterprise Fund may also cover a short sale by depositing in a segregated account cash, U.S. Government securities, or other liquid securities in an amount equal to the market value of the securities sold short.

B-5

 

                 
10 Percent of total assets (excluding securities lending collateral) (Italic type)       Goldman Sachs
10 Percent of net assets (including borrowing for investment purposes) (Roman type)       Structured
•  No specific % limitation on usage; limited only by the objective and strategies of the Fund   AXA Enterprise   Large Cap
— Not permitted   Equity Fund   Growth Fund
         
Investment Securities
                
American, European and Global Depositary Receipts
     •        •  1
Asset-Backed Securities
     •        —   
Bank Obligations
     •        •  2
Convertible Securities
     •        •  3
Corporate Debt Obligations
     •        •  2
Equity Investments
     80 +     80 +
Emerging Country Securities
     20       —   
Fixed Income Securities
     •        20 2, 4
Foreign Government Securities
     •        —   
Foreign Securities
     20       •  5
Non-Investment Grade Fixed Income Securities
     •        —  4
Real Estate Investment Trusts
     •        •   
Structured Securities
     —        •  6
Temporary Investments
     100       35  
U.S. Government Securities
     •        •  2
 
1. The GST Fund may not invest in EDRs.
 
2. Limited by the amount the GST Fund invests in fixed-income securities and limited to cash equivalents only. The GST Fund may invest in bank obligations issued by U.S. or Foreign banks.
 
3. The GST Fund has no minimum rating criteria for convertible debt securities.
 
4. Except as noted under “Convertible Securities,” fixed-income securities must be investment grade (i.e., BBB or higher by S&P, Baa or higher by Moody’s or have a comparable rating by another NRSRO).
 
5. Equity securities of foreign issuers must be traded in the United States.
 
6. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.

B-6

 

AXA Enterprise Equity Income Fund and Goldman Sachs Growth and Income Fund:
                 
10 Percent of total assets (including securities lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)       Goldman Sachs
•  No specific % limitation on usage; limited only by the objective and strategies of the Fund   AXA Enterprise   Growth and
— Not permitted   Equity Income Fund   Income Fund
         
Investment Practices
                
Borrowing
     33 1/3     33 1/3
Credit, Currency, Index, Interest Rate, Total Return and Mortgage Swaps
     •        —   
Cross Hedging of Currencies
     •        •   
Custodial Receipts and Trust Certificates
     —        •   
Equity Swaps
     •        •  1
Foreign Currency Transactions
     •        •  2
Futures Contracts and Options on Futures Contracts
     •        •   
Investment Company Securities (including iSharesSM and Standard & Poor’s Depositary ReceiptsTM)
     10       10  
Options on Foreign Currencies3
     •        •   
Options on Securities and Securities Indices
     •        •  4
Repurchase Agreements
     •        •   
Reverse Repurchase Agreements
     •        —   
Securities Lending
     33 1/3     33 1/3
Short Sales Against the Box
     •  5     25  
Unseasoned Companies
     •        •   
Warrants and Stock Purchase Rights
     •        •   
When-Issued Securities and Forward Commitments
     •        •   
 
1. Limited to 15% of net assets (together with other illiquid securities) for all structured securities and all swap transactions that are not deemed to be liquid.
 
2. Limited by the amount the GST Fund invests in foreign securities.
 
3. Each Fund may purchase and sell call and put options.
 
4. The GST Fund may sell covered call and put options and purchase call and put options.
 
5. The AXA Enterprise Fund may also cover a short sale by depositing in a segregated account cash, U.S. Government securities, or other liquid securities in an amount equal to the market value of the securities sold short.

B-7

 

                 
10 Percent of total assets (excluding securities lending collateral) (Italic type)        
10 Percent of net assets (including borrowing for investment purposes) (Roman type)       Goldman Sachs
•  No specific % limitation on usage; limited only by the objective and strategies of the Fund   AXA Enterprise   Growth and
— Not permitted   Equity Income Fund   Income Fund
         
Investment Securities
                
American, European and Global Depositary Receipts
     •        •   
Asset-Backed Securities
     •        •  1
Bank Obligations
     •        •  1
Convertible Securities
     •        •  2
Corporate Debt Obligations
     •        •  1
Equity Investments
     80 +     65 +
Emerging Country Securities
     •        25 3
Fixed Income Securities
     •        35 4
Foreign Securities
     •        25 3
Foreign Government Securities
     •        —   
Mortgage-Backed Securities
     —        •  1
Non-Investment Grade Fixed Income Securities
     •        10 5
Real Estate Investment Trusts
     •        •   
Structured Securities
     —        •  6
Temporary Investments
     100       100  
U.S. Government Securities
     •        •  1
 
1. Limited by the amount the GST Fund invests in fixed-income securities.
 
2. The GST Fund uses the same rating criteria for convertible and non-convertible debt securities.
 
3. The GST Fund may invest in the aggregate up to 25% of its total assets in foreign securities, including emerging country securities.
 
4. Except as noted under “Convertible Securities” and “Non-Investment Grade Fixed Income Securities,” fixed income securities must be investment grade (i.e., BBB or higher by S&P, Baa or higher by Moody’s or have a comparable rating by another NRSRO).
 
5. May be BB or lower by S&P, Baa or lower by Moody’s or have a comparable rating by another NRSRO at the time of investment.
 
6. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.

B-8

 

AXA Enterprise Growth and Income Fund and Goldman Sachs Growth and Income Fund:
                 
10 Percent of total assets (including securities lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)   AXA Enterprise   Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Growth and   Growth and
— Not permitted   Income Fund   Income Fund
         
Investment Practices
                
Borrowing
     33 1/3     33 1/3
Credit, Currency, Index, Interest Rate, Total Return and Mortgage Swaps
     •        —   
Cross Hedging of Currencies
     •        •   
Custodial Receipts and Trust Certificates
     —        •   
Equity Swaps
     •        •  1
Foreign Currency Transactions
     •        •  2
Futures Contracts and Options on Futures Contracts
     •        •   
Investment Company Securities (including iSharesSM and Standard & Poor’s Depositary ReceiptsTM)
     10       10  
Options on Foreign Currencies3
     •        •   
Options on Securities and Securities Indices
     •        •  4
Repurchase Agreements
     •        •   
Securities Lending
     33 1/3     33 1/3
Short Sales Against the Box
     •  5     25  
Unseasoned Companies
     •        •   
Warrants and Stock Purchase Rights
     •        •   
When-Issued Securities and Forward Commitments
     •        •   
 
1. Limited to 15% of net assets (together with other illiquid securities) for all structured securities and all swap transactions that are not deemed to be liquid.
 
2. Limited by the amount the GST Fund invests in foreign securities.
 
3. Each Fund may purchase and sell call and put options.
 
4. The GST Fund may sell covered call and put options and purchase call and put options.
 
5. The AXA Enterprise Fund may also cover a short sale by depositing in a segregated account cash, U.S. Government securities, or other liquid securities in an amount equal to the market value of the securities sold short.

B-9

 

                 
10 Percent of total assets (excluding securities lending collateral) (Italic type)        
10 Percent of net assets (including borrowing for investment purposes) (Roman type)   AXA Enterprise   Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Growth and   Growth and
— Not permitted   Income Fund   Income Fund
         
Investment Securities
                
American, European and Global Depositary Receipts
     •        •   
Asset-Backed Securities
     •        •  1
Bank Obligations
     •        •  1
Convertible Securities
     •        •  2
Corporate Debt Obligations
     •        •  1
Equity Investments
     •        65 +
Emerging Country Securities
     •        25 3
Fixed Income Securities
     •        35 4
Foreign Securities
     •        25 3
Foreign Government Securities
     •        —   
Mortgage-Backed Securities
     —        •  1
Non-Investment Grade Fixed Income Securities
     •        10 5
Real Estate Investment Trusts
     •        •   
Structured Securities
     —        •  6
Temporary Investments
     100       100  
U.S. Government Securities
     •        •  1
 
1. Limited by the amount the GST Fund invests in fixed-income securities.
2. The GST Fund uses the same rating criteria for convertible and non-convertible debt securities.
3. The GST Fund may invest in the aggregate up to 25% of its total assets in foreign securities, including emerging country securities.
4. Except as noted under “Convertible Securities” and “Non-Investment Grade Fixed Income Securities,” fixed income securities must be investment grade (i.e., BBB or higher by S&P, Baa or higher by Moody’s or have a comparable rating by another NRSRO).
5. May be BB or lower by S&P, Baa or lower by Moody’s or have a comparable rating by another NRSRO at the time of investment.
6. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.

B-10

 

AXA Enterprise International Growth Fund and Goldman Sachs Strategic International Equity Fund:
                 
10 Percent of total assets (including securities lending collateral) (Italic type)       Goldman Sachs
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)   AXA Enterprise   Strategic
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   International   International
— Not permitted   Growth Fund   Equity Fund
         
Investment Practices
                
Borrowing
     33 1/3     33 1/3
Cross Hedging of Currencies
     •        •   
Currency Swaps
     •        •  1
Custodial Receipts and Trust Certificates
     —        •   
Equity Swaps
     •        •  1
Foreign Currency Transactions
     •        •   
Futures Contracts and Options on Futures Contracts
     •        •   
Investment Company Securities (including iSharesSM and Standard & Poor’s Depositary ReceiptsTM)
     10       10  
Options on Foreign Currencies2
     •        •   
Options on Securities and Securities Indices
     •        •  3
Unseasoned Companies
     •        •   
Warrants and Stock Purchase Rights
     •        •   
Repurchase Agreements
     •        •   
Securities Lending
     33 1/3     33 1/3
Short Sales Against the Box
     •  4     25  
When-Issued Securities and Forward Commitments
     •        •   
 
1. Limited to 15% of a net assets (together with other illiquid securities) for all structured securities and all swap transactions that are not deemed to be liquid.
 
2. Each Fund may purchase and sell call and put options.
 
3. The GST Fund may sell covered call and put options and purchase call and put options.
 
4. The AXA Enterprise Fund may also cover a short sale by depositing in a segregated account cash, U.S. Government securities, or other liquid securities in an amount equal to the market value of the securities sold short.

B-11

 

                 
10 Percent of total assets (excluding securities lending collateral) (Italic type)       Goldman Sachs
10 Percent of net assets (including borrowing for investment purposes) (Roman type)   AXA Enterprise   Strategic
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   International   International
— Not permitted   Growth Fund   Equity Fund
         
Investment Securities
                
American, European and Global Depositary Receipts
     •        •   
Asset-Backed Securities
     •        •  1
Bank Obligations
     •        •  2, 3
Convertible Securities
     •        •   
Corporate Debt Obligations
     •        •  1
Equity Investments
     80 +     80 +
Emerging Country Securities
     •        •   
Fixed Income Securities
     •        20 3
Foreign Securities
     •        •   
Foreign Government Securities
     •        •  1
Mortgage-Backed Securities
     —        •  1
Non-Investment Grade Fixed Income Securities
     •        •  1, 4
Real Estate Investment Trusts
     •        •   
Structured Securities
     —        •  5
Temporary Investments
     100       35  
U.S. Government Securities
     •        •  1
 
1. Limited by the amount the GST Fund invests in fixed-income securities.
 
2. Issued by U.S. or foreign banks.
 
3. Except as noted under “Non-Investment Grade Fixed-Income Securities,” fixed-income securities are investment grade (i.e., BBB or higher by S&P, Baa or higher by Moody’s or have a comparable rating by another NRSRO at the time of investment).
 
4. May be BB or lower by S&P, Baa or lower by Moody’s or have a comparable rating by another NRSRO at the time of investment.
 
5. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.

B-12

 

AXA Enterprise Large Cap Growth Fund and Goldman Sachs Capital Growth Fund:
                 
10 Percent of total assets (including securities lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)        
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   AXA Enterprise   Goldman Sachs
— Not permitted   Large Cap Growth   Capital Growth Fund
         
Investment Practices
                
Borrowing
     33 1/3     33 1/3
Credit, Currency, Index, Interest Rate, Total Return and Mortgage Swaps
     •        —   
Cross Hedging of Currencies
     •        •   
Custodial Receipts and Trust Certificates
     —        •   
Equity Swaps
     •        •  1
Foreign Currency Transactions
     •        •  2
Futures Contracts and Options on Futures Contracts
     •        •   
Investment Company Securities (including iSharesSM and Standard & Poor’s Depositary ReceiptsTM)
     10       10  
Options on Foreign Currencies3
     •        •   
Options on Securities and Securities Indices
     •        •  4
Repurchase Agreements
     •        •   
Securities Lending
     33 1/3     33 1/3
Short Sales Against the Box
     •  5     25  
Unseasoned Companies
     •        •   
Warrants and Stock Purchase Rights
     •        •   
When-Issued Securities and Forward Commitments
     •        •   
 
1. Limited to 15% of the GST Fund’s net assets (together with other illiquid securities) for all structured securities and all swap transactions that are not deemed to be liquid.
 
2. Limited by the amount the GST Fund invests in foreign securities.
 
3. Each Fund may purchase and sell call and put options.
 
4. The GST Fund may sell covered call and put options and purchase call and put options.
 
5. The AXA Enterprise Fund may also cover a short sale by depositing in a segregated account cash, U.S. Government securities, or other liquid securities in an amount equal to the market value of the securities sold short.

B-13

 

                 
10 Percent of total assets (excluding securities lending collateral) (Italic type)        
10 Percent of net assets (including borrowing for investment purposes) (Roman type)   AXA Enterprise   Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Large Cap   Capital Growth
— Not permitted   Growth Fund   Fund
         
Investment Securities
                
American, European and Global Depositary Receipts
     •        •   
Asset-Backed Securities
     •        •  1
Bank Obligations
     •        •  1
Convertible Securities
     •        •  2
Corporate Debt Obligations
     •        •  1
Equity Investments
     •        90 +
Emerging Country Securities
     •        10 3
Fixed Income Securities
     •        •  4
Foreign Securities
     •        25 3
Foreign Government Securities
     •        —   
Mortgage-Backed Securities
     —        •  1
Non-Investment Grade Fixed Income Securities
     •        10 5
Real Estate Investment Trusts
     •        •   
Structured Securities
     —        •  6
Temporary Investments
     100       100  
U.S. Government Securities
     •        •  1
 
1. Limited by the amount the GST Fund invests in fixed-income securities
 
2. The GST Fund uses the same rating criteria for convertible and non-convertible debt securities.
 
3. The GST Fund may invest in the aggregate up to 25% of its total assets in foreign securities, including emerging country securities.
 
4. Except as noted under “Convertible Securities” and “Non-Investment Grade Fixed Income Securities,” fixed income securities must be investment grade.
 
5. May be BB or lower by S&P, Baa or lower by Moody’s or have a comparable rating by another NRSRO at the time of investment.
 
6. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.

B-14

 

AXA Enterprise Small Company Growth Fund and Goldman Sachs Structured Small Cap Growth Fund:
                 
10 Percent of total assets (including securities lending collateral) (Italic type)       Goldman Sachs
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)   AXA Enterprise   Structured
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Small Company   Small Cap
— Not permitted   Growth Fund   Growth Fund
         
Investment Practices
                
Borrowing
     33 1/3     33 1/3
Cross Hedging of Currencies
     •        •   
Custodial Receipts and Trust Certificates
     —        •   
Equity Swaps
     •        •  1
Foreign Currency Transactions
     •        •  2
Futures Contracts and Options on Futures Contracts
     •        •  3
Investment Company Securities (including iSharesSM and Standard & Poor’s Depositary ReceiptsTM)
     10       10  
Options on Foreign Currencies4
     •        •   
Options on Securities and Securities Indices
     •        •  5
Repurchase Agreements
     •        •   
Reverse Repurchase Agreements
     •        —   
Securities Lending
     33 1/3     33 1/3
Short Sales Against the Box
     •  6     —   
Unseasoned Companies
     •        •   
Warrants and Stock Purchase Rights
     •        •   
When-Issued Securities and Forward Commitments
     •        •   
 
1. Limited to 15% of net assets (together with other illiquid securities) for all structured securities and all swap transactions that are not deemed to be liquid.
 
2. Limited by the amount the GST Fund invests in foreign securities.
 
3. The GST Fund may enter into futures transactions only with respect to a representative index.
 
4. Each Fund may purchase and sell call and put options.
 
5. The GST Fund may sell covered call and put options and purchase call and put options.
 
6. The AXA Enterprise Fund may also cover a short sale by depositing in a segregated account cash, U.S. Government securities, or other liquid securities in an amount equal to the market value of the securities sold short.

B-15

 

                 
10 Percent of total assets (excluding securities lending collateral) (Italic type)       Goldman Sachs
10 Percent of net assets (including borrowing for investment purposes) (Roman type)   AXA Enterprise   Structured
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Small Company   Small Cap
— Not permitted   Growth Fund   Growth Fund
         
Investment Securities
                
American and Global Depositary Receipts
     •        •   
Asset-Backed Securities
     •        —   
Bank Obligations
     •        •  1
Convertible Securities
     •        •  2
Corporate Debt Obligations
     •        •  1
Equity Investments
     80 +     80 +
Emerging Country Securities
     •        —   
Fixed Income Securities
     •        20 1.3
Foreign Securities
     •        •  4
Non-Investment Grade Fixed Income Securities
     •        —  3
Real Estate Investment Trusts
     •        •   
Structured Securities
     •        •  5
Temporary Investments
     100       35  
U.S. Government Securities
     •        •  1
 
1. Limited by the amount the GST Fund invests in fixed-income securities and limited to cash equivalents only. The GST Fund may invest in bank obligations issued by U.S. or foreign banks.
 
2. The GST Fund has no minimum rating criteria for convertible debt securities.
 
3. Except as noted under “Convertible Securities,” fixed-income securities must be investment grade (i.e., BBB or higher by S&P, Baa or higher by Moody’s or have a comparable rating by another NRSRO at the time of investment).
 
4. Equity securities of foreign issuers must be traded in the United States.
 
5. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.

B-16

 

AXA Enterprise Small Company Value Fund and Goldman Sachs Structured Small Cap Value Fund:
                 
10 Percent of total assets (including securities lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)   AXA Enterprise   Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Small Company   Structured Small Cap
— Not permitted   Value Fund   Value Fund
         
Investment Practices
                
Borrowing
     33 1/3     33 1/3
Cross Hedging of Currencies
     •        •   
Custodial Receipts and Trust Certificates
     —        •   
Equity Swaps
     •        •  1
Foreign Currency Transactions
     •        •  2
Futures Contracts and Options on Futures Contracts
     •        •  3
Investment Company Securities (including iSharessm and Standard & Poor’s Depositary Receiptstm)
     10       10  
Options on Foreign Currencies4
     •        •   
Options on Securities and Securities Indices
     •        •  5
Repurchase Agreements
     •        •   
Securities Lending
     33 1/3     33 1/3
Short Sales Against the Box
     •  6     —   
Unseasoned Companies
     •        •   
Warrants and Stock Purchase Rights
     •        •   
When-Issued Securities and Forward Commitments
     •        •   
 
1. Limited to 15% net assets (together with other illiquid securities) for all structured securities and all swap transactions that are not deemed to be liquid.
 
2. Limited by the amount the GST Fund invests in foreign securities.
 
3. The GST Fund may enter into futures transactions only with respect to a representative index.
 
4. Each Fund may purchase and sell call and put options.
 
5. The GST Fund may sell covered call and put options and purchase call and put options.
 
6. The AXA Enterprise Fund may also cover a short sale by depositing in a segregated account cash, U.S. Government securities, or other liquid securities in an amount equal to the market value of the securities sold short.

B-17

 

                 
10 Percent of total assets (including securities lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)   AXA Enterprise   Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Small Company   Structured Small Cap
— Not permitted   Value Fund   Value Fund
         
Investment Securities
                
American and Global Depositary Receipts
     •        •   
Asset-Backed Securities
     •        —   
Bank Obligations
     •        •  1
Convertible Securities
     •        •  2
Corporate Debt Obligations
     •        •  1
Equity Investments
     80 +     80 +
Emerging Country Securities
     •        —   
Fixed Income Securities
     •        20 1, 3
Foreign Securities
     •        •  4
Non-Investment Grade Fixed Income Securities
     •        —  3
Real Estate Investment Trusts
     •        •   
Structured Securities
     —        •  5
Temporary Investments
     100       35  
U.S. Government Securities
     •        •  1
 
1. Limited by the amount the GST Fund invests in fixed-income securities and limited to cash equivalents only. The GST Fund may invest in bank obligations issued by U.S. or foreign banks.
 
2. The GST Fund has no minimum rating criteria for convertible debt securities.
 
3. Except as noted under “Convertible Securities,” fixed-income securities must be investment grade (i.e., BBB or higher by S&P, Baa or higher by Moody’s or have a comparable rating by another NRSRO at the time of investment).
 
4. Equity securities of foreign issuers must be traded in the United States.
 
5. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.

B-18

 

AXA Enterprise Government Securities Fund and Goldman Sachs Government Income Fund:
                 
10 Percent of total assets (including securities lending collateral) (Italic type)   AXA Enterprise    
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)   Government   Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Securities   Government
— Not permitted   Fund   Income Fund
         
Investment Practices
                
Borrowing
     33 1/3     33 1/3
Credit, Interest Rate and Total Return Swaps
     —        •  1
Currency Options and Futures
     •        —   
Cross Hedging of Currencies
     •        —   
Financial Futures Contracts
     •        •   
Forward Foreign Currency Exchange Contracts
     •        —   
Interest Rate Floors, Caps and Collars
     —        •   
Mortgage Dollar Rolls
     •        •   
Mortgage Swaps
     —        •  1
Options (including Options on Futures)
     •        •   
Options on Foreign Currencies
     •        —   
Repurchase Agreements
     •        •   
Securities Lending
     33 1/3     33 1/3
When-Issued Securities and Forward Commitments
     •        •   
 
1. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.

B-19

 

                   
10 Percent of total assets (including securities lending collateral) (Italic type)   AXA Enterprise    
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)   Government   Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Securities   Government
— Not permitted   Fund   Income Fund
         
Investment Securities
                
Asset-Backed Securities
     •        •   
Bank Obligations
     •        •   
Corporate Debt Obligations
     •        •   
Floating and Variable Rate Obligations
     •        •   
Mortgage-Backed Securities
                
 
Adjustable Rate Mortgage Loans
     •        •   
 
Collateralized Mortgage Obligations
     •        •   
 
Fixed Rate Mortgage Loans
     •        •   
 
Government Issued Mortgaged-Backed Securities
     •        •   
 
Multiple Class Mortgage-Backed Securities
     •        •   
 
Privately Issued Mortgage-Backed Securities
     •        •   
 
Stripped Mortgage-Backed Securities
     •        •   
Structured Securities
     •        •  1
Taxable Municipal Securities
     •        •   
Tax-Free Municipal Securities
     •        •   
Temporary Investments
     100       •   
Trust Preferred Securities
     —        •   
U.S. Government Securities
     80 +     80 +
 
1. The GST Fund is limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.

B-20

 

AXA Enterprise Short Duration Bond Fund and Goldman Sachs Enhanced Income Fund:
                 
10 Percent of total assets (including securities lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)   AXA Enterprise   Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Short Duration   Enhanced
— Not permitted   Bond Fund   Income Fund
         
Investment Practices
                
Borrowing
     33 1/3     33 1/3
Credit, Interest Rate and Total Return Swaps
     •        •  1
Currency Swaps
     •        —   
Financial Futures Contracts
     •        •   
Interest Rate Floors, Caps and Collars
     —        •   
Mortgage Dollar Rolls
     •        —   
Mortgage Swaps
     •        —   
Options (including Options on Futures)
     •        •   
Repurchase Agreements
     •        •  2
Reverse Repurchase Agreements
     •        —   
Securities Lending
     33 1/3     33 1/3
When-Issued Securities and Forward Commitments
     •        •   
 
1. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
 
2. The GST Fund may enter into repurchase agreements collateralized by securities issued by foreign governments.

B-21

 

                   
10 Percent of total assets (including securities lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)   AXA Enterprise   Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Short Duration   Enhanced
— Not permitted   Bond Fund   Income Fund
         
Investment Securities
                
Asset-Backed Securities
     •        •   
Bank Obligations
     •        •   
Convertible Securities
     •        •   
Corporate Debt Obligations
     •        •   
Emerging Country Securities
     •        —   
Floating and Variable Rate Obligations
     •        •   
Foreign Securities
     20 1     •  2
Mortgage-Backed Securities
                
 
Adjustable Rate Mortgage
     •        —   
 
Collateralized Mortgage Obligations
     •        —   
 
Fixed Rate Mortgage Loans
     •        —   
 
Government Issued Mortgage-Backed Securities
     •        —   
 
Multiple Class Mortgage-Backed Securities
     •        —   
 
Privately Issued Mortgage-Backed Securities
     •        —   
 
Stripped Mortgage-Backed Securities
     •        —   
Preferred Stock, Warrants and Rights
     •        •   
Structured Securities
     •        •  3
Taxable Municipal Securities
     •        —   
Tax-Free Municipal Securities
     •        —   
Temporary Investments
     100       •   
Trust Preferred Securities
     —        •   
U.S. Government Securities
     •        •   
 
1. Limited to U.S. dollar denominated fixed income securities of foreign issuers.
 
2. Includes issuers domiciled in one country and issuing securities denominated in the currency of another. Non-dollar securities are not permitted for the GST Fund.
 
3. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.

B-22

 

AXA Enterprise High-Yield Bond Fund and Goldman Sachs High Yield Fund:
                 
10 Percent of total assets (including securities lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)   AXA Enterprise   Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   High-Yield   High Yield
— Not permitted   Bond Fund   Fund
         
Investment Practices
                
Borrowing
     33 1/3     33 1/3
Credit, Interest Rate and Total Return Swaps
     •        •  1
Currency Options and Futures
     •        •   
Cross Hedging of Currencies
     •        •   
Currency Swaps
     •        •  1
Financial Futures Contracts
     •        •   
Forward Foreign Currency Exchange Contracts
     •        •   
Interest Rate Floors, Caps and Collars
     —        •   
Mortgage Dollar Rolls
     •        —   
Mortgage Swaps
     •        •  1
Options (including Options on Futures)
     •        •   
Options on Foreign Currencies
     •        •   
Repurchase Agreements
     •        •  2
Securities Lending
     33 1/3     33 1/3
When-Issued Securities and Forward Commitments
     •        •   
 
1. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
 
2. The GST Fund may enter into repurchase agreements collateralized by securities issued by foreign governments.

B-23

 

                   
10 Percent of total assets (including securities lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)   AXA Enterprise   Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   High Yield   High Yield
— Not permitted   Bond Fund   Fund
         
Investment Securities
                
Asset-Backed Securities
     •        •   
Bank Obligations
     •        •   
Convertible Securities
     •        •   
Corporate Debt Obligations
     •        •   
Emerging Country Securities
     •        25 1
Floating and Variable Rate Obligations
     •        •   
Foreign Securities
     •        •  1, 2
Loan Participations
     •        •   
Mortgage-Backed Securities
                
 
Adjustable Rate Mortgage
     —        •   
 
Collateralized Mortgage Obligations
     —        •   
 
Fixed Rate Mortgage Loans
     —        •   
 
Government Issued Mortgage-Backed Securities
     —        •   
 
Multiple Class Mortgage-Backed Securities
     —        •   
 
Privately Issued Mortgage-Backed Securities
     —        •   
 
Stripped Mortgage-Backed Securities
     —        •   
Lower Grade Fixed Income Securities
     80 +     80 +3
Preferred Stock, Warrants and Rights
     •        •   
Structured Securities
     —        •  4
Taxable Municipal Securities
     —        •   
Tax-Free Municipal Securities
     —        •   
Temporary Investments
     100       •  5
Trust Preferred Securities
     —        •   
U.S. Government Securities
     •        •   
 
1. The GST Fund may invest up to 25% of its total assets in securities not denominated in U.S. dollars and in emerging country securities denominated in any currency. If the GST Fund’s position is hedged against currency risk, such position is not counted when calculating compliance with this 25% limitation.
 
2. Includes issuers domiciled in one country and issuing securities denominated in the currency of another.
 
3. The GST Fund will invest at least 80% of its net assets in lower grade securities under normal circumstances.
 
4. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
 
5. The GST Fund may for this purpose invest in investment grade and high grade securities without limit.

B-24

 

AXA Enterprise Tax-Exempt Income Fund and Goldman Sachs Municipal Income Fund:
                 
10 Percent of total assets (including securities lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)   AXA Enterprise   Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Tax-Exempt   Municipal
— Not permitted   Income Fund   Income Fund
         
Investment Practices
                
Borrowing
     33 1/3     33 1/3
Credit, Interest Rate and Total Return Swaps
     —        •  1
Financial Futures Contracts
     •        •   
Interest Rate Floors, Caps and Collars
     —        •   
Options (including Options on Futures)
     •        •   
Repurchase Agreements
     •        •   
Securities Lending
     33 1/3     33 1/3
Standby Commitments and Tender Option Bonds
     —        •   
When-Issued Securities and Forward Commitments
     •        •   
 
1. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.

B-25

 

                 
10 Percent of total assets (including securities lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing for investment purposes) (Roman type)   AXA Enterprise   Goldman Sachs
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Tax-Exempt   Municipal
— Not permitted   Income Fund   Income Fund
         
Investment Securities
                
Asset-Backed Securities
     •        •   
Convertible Securities
     •        •   
Corporate Debt Obligations
     •        •   
Floating and Variable Rate Obligations
     •        •   
Structured Securities
     •        •  1
Taxable Municipal Securities
     20        20   
Tax-Free Municipal Securities2
     80  +     80  +
Temporary Investments
     100       •  3
Trust Preferred Securities
     —        •   
U.S. Government Securities
     •        •   
 
1. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
 
2. The AXA Enterprise Fund and GST Fund will invest at least 80% of their net assets in investments, the interest on which is exempt from federal income tax.
 
3. The AXA Enterprise Fund and GST Fund and may invest no more than 20% of their net assets in taxable investments under normal market conditions. Under unusual conditions, taxable investments may exceed this percentage.

B-26

 

AXA Enterprise Money Market Fund and Goldman Sachs ILA Prime Obligations Portfolio:
         
    AXA Enterprise   Goldman Sachs
• Permitted   Money Market   ILA Prime Obligations
— Not permitted   Fund   Portfolio
         
Investment Policies
        
U.S. Treasury Obligations
   •   •1
U.S. Government Securities
   •   •
Bank Obligations
   •   •
        (U.S. banks only)2
Commercial Paper
   •   •
Short-Term Obligations of Corporations and Other Entities
   •   •
        (U.S. entities only)
Repurchase Agreements
   •   •
Asset Backed and Receivables Backed Securities
   •   •3
Foreign Securities
   •   —
Municipals
   •   •4
Custodial Receipts
   —   •
Unrated Securities5
   •   •
Investment Companies
   •   •
    (Up to 10% of total
assets in other
investment companies)		   (Up to 10% of
total assets in other
investment companies)
Private Activity Bonds
   •   •
Credit Quality
   First Tier6   First Tier6
 
1. Issued or guaranteed by the U.S. Treasury.
 
2. Including foreign branches of U.S. banks.
 
3. To the extent required by Rule 2a-7, asset-backed and receivables-backed securities will be rated by the requisite number of NRSROs.
 
4. The GST Fund will only make such investments when yields on such securities are attractive compared to other taxable investments.
 
5. To the extent permitted by Rule 2a-7, securities without short-term ratings may be purchased if they are deemed to be of comparable quality to first tier securities. In addition, a Fund holding a security supported by a guarantee or demand feature may rely on the credit quality of the guarantee or demand feature in determining the credit quality of the investment.
 
6. First Tier Securities are (a) rated in the highest short-term rating category by at least two NRSROs, or if only one NRSRO has assigned a rating by that NRSRO or (b) issued or guaranteed by, or otherwise allow a Fund under certain conditions to demand payment from an entity with such ratings. U.S. Government Securities are considered First Tier Securities.

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APPENDIX C
Comparison of the Investment Restrictions of the
AXA Enterprise and GST Funds
      This section briefly compares and contrasts certain fundamental and non-fundamental investment restrictions of each AXA Enterprise Fund with those of its corresponding GST Fund. More complete information may be found in the respective statements of additional information for the AXA Enterprise Funds and the GST Funds.
      Unless otherwise indicated, the restrictions discussed below are fundamental policies of an AXA Enterprise or GST Fund. This means that they cannot be changed without approval of shareholders. Investment restrictions that are non-fundamental may be changed for the AXA Enterprise Funds and GST Funds by the Boards of Trustees of AXA Enterprise Funds and GST, respectively.
      Maintenance of Status as a “Diversified Company.” All the AXA Enterprise Funds and GST Funds are “diversified companies” as defined by the 1940 Act. A “diversified company” is one that, with respect to at least 75% of the value of its total assets, is invested in cash, cash items, government securities and other securities. Investments in other securities are limited as to any one issuer to: (1) an amount no greater than 5% of the value of the total assets of the Fund; and (2) not more than 10% of the outstanding voting securities of the issuer. The AXA Enterprise Funds employ the following non-fundamental policy with respect to this diversification restriction: mortgage- and asset-backed securities will not be considered to have been issued by the same issuer by reason of the securities having the same sponsor, and mortgage- and asset-backed securities issued by a finance or other special purpose subsidiary that are not guaranteed by the parent company will be considered to be issued by a separate issuer from the parent company. As money market funds, the AXA Enterprise Money Market Fund and Goldman Sachs Liquid Assets Prime Obligations Portfolio are subject to additional diversification requirements under Rule 2a-7 of the 1940 Act.
      Issuance of Senior Securities. The AXA Enterprise Funds may not issue senior securities, except as permitted under the 1940 Act, and then not in excess of 331/3% of the AXA Enterprise Fund’s total assets (including the amount of the senior securities issued but reduced by any liabilities not constituting senior securities) at the time of the issuance. For purposes of this restriction, the purchase or sale of securities on a “when-issued,” delayed delivery or forward commitment basis, the purchase and sale of options and futures contracts and collateral arrangements with respect thereto are not deemed to be the issuance of a senior security. The GST Funds are prohibited from issuing senior securities except to the extent such issuance would not violate applicable law.
      Borrowings. The AXA Enterprise Funds may not borrow money, except as permitted under the 1940 Act, and then not in excess of 331/3% of the AXA Enterprise Fund’s total assets at the time of the borrowing, except that each AXA Enterprise Fund may borrow up to an additional 5% of its total assets (not including the amount borrowed) for temporary purposes such as clearance of portfolio transactions and share redemptions. For purposes of this restriction, the purchase or sale of securities on a “when-issued,” delayed delivery or forward commitment basis, the purchase and sale of options and futures contracts and collateral arrangements with respect thereto are not deemed to be a borrowing or a pledge of assets.
      Each GST Fund has a fundamental investment restriction of not borrowing money, except: (1) each GST Fund (except the Goldman Sachs Strategic International Equity Fund, Structured Small Cap Growth Fund and Structured Small Cap Value Fund) may borrow from banks or through reverse repurchase agreements in amounts up to 331/3% of its total assets (including the amount borrowed); (2) the Goldman Sachs Strategic International Equity Fund, Structured Small Cap Growth Fund and Structured Small Cap Value Fund may to the extent permitted by applicable law, borrow from banks (as defined in the 1940 Act), other affiliated investment companies and other persons or through reverse repurchase agreements in amounts up to 331/3% of its total assets (including the amount borrowed); (3) each GST Fund may to the extent permitted by applicable law, borrow up to an additional 5% of its total assets for temporary purposes; (4) each GST Fund may obtain short-term credits necessary for the clearance of purchases and sales of portfolio securities; (5) each GST Fund may purchase

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securities on margin to the extent permitted by applicable law; and (6) other than the Goldman Sachs Liquid Assets Prime Obligations Portfolio, each GST Fund may engage in transactions in mortgage dollar rolls which are accounted for as financings. In addition, each GST Fund has a non-fundamental policy prohibiting a GST Fund from purchasing additional securities if its borrowings (excluding covered mortgage dollar rolls) exceed 5% of its net assets. (Notwithstanding the foregoing fundamental policy that would allow the Goldman Sachs ILA Prime Obligations Portfolio to borrow through reverse repurchase agreements, as of the date of this Proxy/ Prospectus, the Portfolio does not engage in reverse repurchase transactions as a matter of non-fundamental policy which may be changed or amended by action of the GST Board of Trustees without approval of shareholders.)
      As a non-fundamental policy, both the AXA Enterprise Funds and the GST Funds may not purchase additional securities if a Fund’s borrowings exceed 5% of its total assets (AXA Enterprise Funds) and 5% of its net assets (GST Funds).
      Securities Underwriting. Both the AXA Enterprise Funds and the GST Funds have similar restrictions with respect to securities underwriting. Neither the AXA Enterprise Funds nor the GST Funds may underwrite securities issued by others except to the extent that the sale of portfolio securities may be deemed to be an underwriting.
      Concentration in Industries. Both the AXA Enterprise Funds and the GST Funds have a similar restriction generally prohibiting them from investing 25% or more of their respective total assets in the securities of one or more issuers conducting their principal business activities in the same industry. The AXA Enterprise Funds may not purchase any security if, as a result of that purchase, 25% or more of a Fund’s total assets would be invested in securities of issuers having their principal business activities in the same industry, except that this limitation does not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities or to municipal securities. The following interpretation applies to, but is not a part of this fundamental restriction with respect to the AXA Enterprise Money Market Fund, certificates of deposit or securities issued and guaranteed by banks will not be considered to have been issued by issuers having their principal business activities in the same industry.
      For purposes of applying this restriction to the Goldman Sachs Enhanced Income, High Yield Income, Government Income and Municipal Income Funds, the GST Funds may not invest more than 25% of their total assets in the securities of one or more issuers conducting their principal business activities in the same industry (excluding the U.S. Government or its agencies or instrumentalities). (For the purposes of this restriction, state and municipal governments and their agencies, authorities and instrumentalities are not deemed to be industries; telephone companies are considered to be a separate industry from water, gas or electric utilities; personal credit finance companies and business credit finance companies are deemed to be separate industries; and wholly-owned finance companies are considered to be in the same industry of their parents if their activities are primarily related to financing the activities of their parents.) This restriction does not apply to investments in municipal securities which have been pre-refunded by the use of obligations of the U.S. Government or any of its agencies or instrumentalities. The Municipal Income Fund may invest 25% or more of the value of its total assets in municipal securities which are related in such a way that an economic, business or political development or change affecting one municipal security would also affect the other municipal securities. These municipal securities include (a) municipal securities, the interest on which is paid solely from revenues of similar projects such as hospitals, electric utility systems, multi-family housing, nursing homes, commercial facilities (including hotels), steel companies or life care facilities; (b) municipal securities whose issuers are in the same state; and (c) industrial development obligations.
      For purposes of applying this restriction to the Goldman Sachs ILA Prime Obligations Portfolio, the Goldman Sachs ILA Prime Obligations Portfolio may not purchase securities if such purchase would cause more than 25% in the aggregate of the market value of the total assets of the series to be invested in the securities of one or more issuers having their principal business activities in the same industry, provided that there is no limitation with respect to, and the Goldman Sachs ILA Prime Obligations Portfolio reserves freedom of action, when otherwise consistent with its investment policies, to concentrate its investments in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, obligations (other than commercial paper)

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issued or guaranteed by U.S. banks and U.S. branches of U.S. or foreign banks and repurchase agreements and securities loans collateralized by such U.S. government obligations or such bank obligations.
      For purposes of applying this restriction to the GST Funds, the U.S. Government or any of its agencies or instrumentalities are excluded.
      Purchases of Real Estate. The AXA Enterprise Funds may not purchase or sell real estate, except that investments in securities of issuers that invest in real estate and investments in mortgage-backed securities, mortgage participations or other instruments supported by interests in real estate are not subject to this limitation, and except that each Fund may exercise rights under agreements relating to such securities, including the right to enforce security interests and to hold real estate acquired by reason of such enforcement until that real estate can be liquidated in an orderly manner. The GST Funds may not purchase, hold or deal in real estate although the GST Funds may purchase or sell: (1) securities secured by real estate or interests in real estate, (2) securities of real estate investment trusts, (3) mortgage-related securities, and (4) may hold and sell real estate acquired by a Fund as a result of the ownership of securities.
      Commodities. The AXA Enterprise Funds may not purchase or sell physical commodities unless acquired as a result of owning securities or other instruments, but each Fund may purchase, sell or enter into financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments. None of the GST Funds may invest in commodities or commodity contracts, except that the GST Funds may invest in currency and financial instruments and contracts that are commodities or commodity contracts.
      Investments in Other Investment Companies or Series Thereof. As a non-fundamental policy, the AXA Enterprise Funds may not purchase securities of other investment companies, except to the extent permitted by the 1940 Act and the rules and orders thereunder and except that (i) this limitation does not apply to securities received or acquired as dividends, through offers of exchange, or as a result of reorganization, consolidation, or merger and (ii) each AXA Enterprise Fund may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or (G) of the 1940 Act. This investment restriction will not prevent the AXA Enterprise Money Market Fund from investing all or a part of its assets in an open-end investment company with the same investment objective as the AXA Enterprise Fund. Notwithstanding any other fundamental investment restriction or policy, a GST Fund may invest some or all of its assets in a single open-end investment company or series thereof with substantially the same investment objective, restrictions and policies as the GST Fund.
      Loans. The AXA Enterprise Funds may not make loans, except loans of portfolio securities or through repurchase agreements, provided that for purposes of this restriction, the acquisition of bonds, debentures, other debt securities or instruments, or participations or other interests therein and investments in government obligations, commercial paper, certificates of deposit, bankers’ acceptances or similar instruments will not be considered the making of a loan. The GST Funds may not make loans except through (1) the purchase of debt obligations in accordance with each GST Fund’s investment objective and policies; (2) repurchase agreements with banks, brokers, dealers and other financial institutions; (3) loans of securities as permitted by applicable law; and (4) with respect to the Goldman Sachs Strategic International Equity Fund, Structured Small Cap Growth Fund and Structured Small Cap Value Fund, loans to affiliates of the GST Funds to the extent permitted by law.
      Investments in Illiquid Securities. As a non-fundamental limitation, each AXA Enterprise Fund, except the AXA Enterprise Money Market Fund, will not invest more than 15% of its net assets in illiquid securities. The AXA Enterprise Money Market Fund will not invest more than 10% of its net assets in illiquid securities. As a non-fundamental limitation, the GST Funds may not acquire any illiquid (not readily marketable) investments if more than 15% of their net assets (10% of the net assets with respect to the ILA Prime Obligations Portfolio) would be invested in illiquid investments.
      Investments for Purposes of Exercising Control. As a non-fundamental policy, the GST Funds are restricted from investing in companies for the purpose of exercising control or management. The AXA Enterprise Funds have no similar restriction.

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      Short Sales of Securities. As a non-fundamental restriction, the AXA Enterprise Funds may not engage in short sales of securities or maintain a short position, except that each AXA Enterprise Fund may (a) engage in covered short sales and (b) maintain short positions in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments. As a non-fundamental limitation, the GST Funds may not make short sales of securities, except short sales against-the-box.
      Purchases of Securities on Margin. As a non-fundamental limitation, each of the AXA Enterprise Funds may not purchase securities on margin, except for short-term credit necessary for clearance of portfolio transactions and except that each AXA Enterprise Fund may make margin deposits in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments. As a fundamental policy, the GST Funds may purchase securities on margin to the extent permitted by applicable law.

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APPENDIX D
Comparison of Shareholder Transactions and Services of the
AXA Enterprise Funds and the GST Funds
      This appendix compares the shareholder transactions and services of the AXA Enterprise Funds and their corresponding GST Funds. The following is qualified in its entirety by the more detailed information in the prospectuses for the AXA Enterprise Funds and GST Funds, which are incorporated by reference into this Proxy/ Prospectus. Unless otherwise indicated, terms used herein and not otherwise defined have the same meanings as are given to them in such prospectuses.
          Sales Charges, Reduction of Sales Charges and Sales Charge Exemptions
      AXA Enterprise Funds Class Y Shares and; GST Funds Institutional Shares. AXA Enterprise Funds Class Y Shares and GST Funds Institutional Shares are offered at net asset value with no front-end sales charges or CDSC. The minimum investment amount for purchasing Class Y Shares generally is $1,000,000. For GST Funds Institutional Shares, the minimum investment is $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates.
      AXA Enterprise Funds Class A Shares. There is a maximum sales charge of 4.75% for Class A Shares of all AXA Enterprise Funds (other than the AXA Enterprise Money Market Fund and the AXA Enterprise Short Duration Bond Fund); and a 3.50% maximum sales charge for Class A Shares of the AXA Enterprise Short Duration Bond Fund. The sales charge is calculated as a percentage of the offering price for Class A Shares. There is no sales charge for the AXA Enterprise Money Market Fund.
      GST Funds Class A Shares. There is a maximum sales charge of 5.5% for Class A Shares of the Goldman Sachs Structured U.S. Equity Fund, Large Cap Value Fund, Structured Large Cap Growth Fund, Growth and Income Fund, Strategic International Equity Fund, Capital Growth Fund, Structured Small Cap Growth Fund, Structured Small Cap Value Fund, and a maximum sales charge of 4.5% for Class A Shares of the Goldman Sachs Government Income Fund, High Yield Fund and Municipal Income Fund. There is a maximum sales charge of 1.50% for Class A Shares of the Goldman Sachs Enhanced Income Fund. The sales charge is calculated as a percentage of the offering price for Class A Shares.
          Reduction of Sales Charges
Sales Charges for AXA Enterprise Funds Class A Shares
      Sales charges on Class A Shares of AXA Enterprise Funds are reduced as the amount invested increases, provided that the amount invested reaches certain specified levels as follows:
      All AXA Enterprise Funds (other than the AXA Enterprise Short Duration Bond Fund and the AXA Enterprise Money Market Fund):
                 
    Sales Charge as a   Sales Charge as a
    Percentage of   Percentage of
Amount of Transaction at Offering Price*   Offering Price   Net Asset Value
         
Up to $99,999
     4.75%       4.99%  
$100,000 but less than $250,000**
     3.75%       3.90%  
$250,000 but less than $500,000**
     2.50%       2.56%  
$500,000 but less than $1,000,0000**
     2.00%       2.04%  
$1,000,000 and over**
     None       None  
 
* In determining the amount of your investment and the applicable sales charge, the AXA Enterprise Fund will include all shares you are currently purchasing in all of the AXA Enterprise Funds (including funds of Multimanager Trust and Enterprise Group).

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**  If certain employee benefit plans qualified under Sections 401, 403 and 408 of the Code, or participants of such plans, invest $100,000 or more ($500,000 or more, in the case of Traditional IRAs, IRA rollovers, Coverdell ESAs or Roth IRAs) or if you invest $1,000,000 or more in Class A Shares, no initial sales charge applies to those shares. However, if the entire plan or you redeem the shares within 12 months of the end of the calendar month of their purchase, the plans or you will be charged a CDSC of 1%. The dealer discount or agency fee as a percentage of the offering price for these purchases of less than $5,000,000 of Class A Shares will be 1%.
     Class A Sales Charges for AXA Enterprise Short Duration Bond Fund:
                 
    Sales Charge as a   Sales Charge as a
    Percentage of   Percentage of
Amount of Transaction at Offering Price*   Offering Price   Net Asset Value
         
Less than $100,000
     3.50%       3.63%  
$100,000 but less than $250,000**
     2.50%       2.56%  
$250,000 but less than $500,000**
     2.00%       2.04%  
$500,000 but less than $1,000,0000**
     1.50%       1.52%  
$1,000,000 and over**
     None       None  
 
* In determining the amount of your investment and the applicable sales charge, the AXA Enterprise Fund will include all shares you are currently purchasing in all of the AXA Enterprise Funds.
**  If certain employee benefit plans qualified under Sections 401, 403 and 408 of the Code, or participants of such plans, invest $100,000 or more ($500,000 or more, in the case of Traditional IRAs, IRA rollovers, Coverdell ESAs or Roth IRAs) or if you invest $1,000,000 or more in Class A Shares, no initial sales charge applies to those shares. However, if the entire plan or you redeem the shares within 12 months of the end of the calendar month of their purchase, the plans or you will be charged a CDSC of 1%. The dealer discount or agency fee as a percentage of the offering price for these purchases of less than $5,000,000 of Class A Shares will be 1%.
Purchases and Sales of Shares of the AXA Enterprise Money Market Fund
      Initial purchases of shares of the AXA Enterprise Money Market Fund are not subject to a sales charge. However, an investor will have to pay a sales charge if the investor exchanges Class A Shares of the AXA Enterprise Money Market Fund for Class A Shares of another AXA Enterprise Fund, unless the investor has already paid a sales charge on those shares. In addition, if the investor exchanges Class B or Class C Shares of the AXA Enterprise Money Market Fund for Class B or Class C Shares of another AXA Enterprise Fund, the shares received in the exchange will become subject to a CDSC.
      When an investor exchanges Class B Shares of another AXA Enterprise Fund into Class B Shares of the AXA Enterprise Money Market Fund, the holding period for purposes of determining the CDSC and conversion to Class A Shares will continue to run while the investor holds his Class B Shares of the AXA Enterprise Money Market Fund. When an investor exchanges Class C Shares of another AXA Enterprise Fund into Class C Shares of the AXA Enterprise Money Market Fund, the holding period for purposes of determining the CDSC will continue to run while the investor holds his Class C Shares of the AXA Enterprise Money Market Fund. If the investor chooses to redeem those AXA Enterprise Money Market Fund shares, the applicable CDSC will apply.
Sales Charges for GST Funds Class A Shares
      Sales charges on Class A Shares of GST Funds are reduced as the amount invested increases, provided that the amount invested reaches certain specified levels, as follows:
Goldman Sachs Structured U.S. Equity Fund
Goldman Sachs Large Cap Value Fund
Goldman Sachs Structured Large Cap Growth Fund
Goldman Sachs Growth and Income Fund
Goldman Sachs Strategic International Equity Fund
Goldman Sachs Capital Growth Fund
Goldman Sachs Structured Small Cap Growth Fund

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Goldman Sachs Structured Small Cap Value Fund
                 
    Sales Charge as a   Sales Charge as a
    Percentage of   Percentage of
Amount of Transaction at Offering Price   Offering Price   Net Amount Invested
         
Less than $50,000
     5.50%       5.82%  
$50,000 but less than $100,000
     4.75%       4.99%  
$100,000 but less than $250,000
     3.75%       3.90%  
$250,000 but less than $500,000
     2.75%       2.83%  
$500,000 but less than $1,000,000
     2.00%       2.04%  
$1,000,000 and over
     0.00% *     0.00% *
 
*  No sales charge is payable at the time of purchase of Class A Shares of $1 million or more, but a CDSC of 1% may be imposed in the event of certain redemptions within 18 months of purchase.
Goldman Sachs Government Income Fund
Goldman Sachs High Yield Fund
Goldman Sachs Municipal Income Fund
                 
    Sales Charge as a   Sales Charge as a
    Percentage of   Percentage of
Amount of Transaction at Offering Price   Offering Price   Net Amount Invested
         
Less than $100,000
     4.50%       4.71%  
$100,000 but less than $250,000
     3.00%       3.09%  
$250,000 but less than $500,000
     2.50%       2.56%  
$500,000 but less than $1,000,000
     2.00%       2.04%  
$1,000,000 and over
     0.00% *     0.00% *
Goldman Sachs Enhanced Income Fund
                 
    Sales Charge as a   Sales Charge as a
    Percentage of   Percentage of
Amount of Transaction at Offering Price   Offering Price   Net Amount Invested
         
Less than $500,000
     1.50%       1.52%  
$500,000 but less than $1 million
     1.00%       1.01%  
$1 million or more
     0.00%       0.00%  
 
*  No sales charge is payable at the time of purchase of Class A Shares of $1 million ($500,000 in the case of the Goldman Sachs Short Duration Government Fund) or more, but a CDSC of 1% may be imposed in the event of certain redemptions within 18 months of purchase.
     The reduced sales charges on AXA Enterprise Funds Class A Shares and GST Class A Shares described above are available through:
          Rights of Accumulation
      AXA Enterprise Funds Class A Shares
      An investor is entitled to a reduced sales charge on additional purchases of Class A shares of an AXA Enterprise Fund if the value of the investor’s existing aggregate holdings at the time of the additional purchase, calculated at the then applicable net asset value per share or the initial purchase price less any redemptions, whichever is higher, plus the amount of the additional purchase equals $100,000 or more. The investor’s discount is determined based on the schedule listed above under “Sales Charges for AXA Enterprise Funds Class A Shares.” For purposes of determining the discount, AXA Enterprise Funds will aggregate holdings of fund shares of the investor’s spouse, immediate family or accounts the investor controls, whether as a single investor or trustee, provided that the investor notifies AXA Enterprise Funds of the applicable accounts at the time of his/her

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additional investment by providing AXA Enterprise Funds with appropriate documentation, including the account numbers for all accounts that the investor is seeking to aggregate.
GST Class A Shares
      When buying Class A Shares in GST Funds, the current aggregate investment determines the initial sales charge an investor will pay. An investor may qualify for reduced sales charges when the current market value of holdings across Class A, Class B and/or Class C Shares, plus new purchases, reaches $50,000 or more (except for the Goldman Sachs Government Income Fund, Goldman Sachs High Yield Fund and Goldman Sachs Municipal Income Fund, all of which require an aggregate of $100,000 or more, and the Goldman Sachs Enhanced Income Fund which requires an aggregate of $500,000 or more). Class A, Class B and/or Class C Shares of any of the GST Funds may be combined under the Right of Accumulation. For purposes of applying the Right of Accumulation, shares of the GST Funds and any other GST Fund of GST purchased by an existing client of Goldman Sachs Wealth Management or GS Ayco Holding LLC will be combined with Class A, Class B and/or Class C Shares and other assets held by all other Goldman Sachs Wealth Management accounts or accounts of GS Ayco Holding LLC, respectively. In addition, under some circumstances, Class A, Class B and/or Class C Shares of the GST Funds and Class A, Class B and/or Class C Shares of any other GST Fund purchased by partners, directors, officers or employees of the same business organization, groups of individuals represented by and investing on the recommendation of the same accounting firm, certain affinity groups or other similar organizations may be combined for the purpose of determining whether a purchase will qualify for the Right of Accumulation and, if qualifying, the applicable sales charge level. To qualify for a reduced sales charge, an investor or the investor’s Authorized Dealer must notify the GST Funds’ Transfer Agent at the time of investment that a quantity discount is applicable. Use of this option is subject to a check of appropriate records.
          Letter of Intent
AXA Enterprise Funds Class A Shares
      An investor is entitled to a reduced sales charge if he/she executes a Letter of Intent to purchase $100,000 or more of Class A Shares at the public offering price within a period of 13 months. The discount will be determined based on the schedule listed above under “Sales Charges for AXA Enterprise Funds Class A Shares.” The minimum initial investment under a Letter of Intent is 5% of the amount stated in the Letter of Intent. Class A Shares purchased with the first 5% of such amount will be held in escrow (while remaining registered in the investor’s name) to secure payment of the higher sales charge that would apply to the shares actually purchased if the full amount stated is not purchased, and such escrowed shares will be involuntarily redeemed to pay the additional sales charge, if necessary. When the full amount has been purchased, the escrow will be released. If an investor wishes to enter into a Letter of Intent, he/she should complete the appropriate portion of the new account application. At the investor’s request, purchases made during the previous 90 days may be included.
GST Class A Shares
      An investor may obtain a reduced sales charge by means of a written Statement of Intention which expresses his/her non-binding commitment to invest (not counting reinvestments of dividends and distributions) in the aggregate $50,000 or more within a period of 13 months in Class A Shares of one or more of the GST Funds (except for the Goldman Sachs Government Income Fund, Goldman Sachs High Yield Fund and Goldman Sachs Municipal Income Fund, all of which require an aggregate of $100,000 or more, and the Goldman Sachs Enhanced Income Fund which requires an aggregate of $500,000 or more). Any investments made during the period will receive the discounted sales charge based on the full amount of the investment commitment. At the investor’s request, purchases made during the previous 90 days may be included; however, capital appreciation does not apply toward these combined purchases. If the investment commitment of the Statement of Intention is not met prior to the expiration of the 13-month period, the entire amount will be subject to the higher applicable sales charge. By selecting the Statement of Intention, the investor authorizes the Transfer Agent to escrow and redeem Class A Shares in his/her account to pay this additional charge.

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     Sales Charge and CDSC Waivers — AXA Enterprise Funds and GST Fund Shares — Class A Shares
      No sales charge or CDSC will be assessed on AXA Enterprise Fund Shares or GST Fund Shares sold to the following individuals or entities, or under the following conditions:
     
AXA Enterprise Funds   GST Funds
     
Financial institutions and other financial institutions’ trust departments for funds over which they exercise exclusive discretionary investment authority and which are held in a fiduciary, agency, advisory, custodial or similar capacity.   Banks, trust companies or other types of depository institutions (Front end sales charge only (“FESC”) only).
 
Representatives and employees, or their immediate family members, of broker-dealers and other intermediaries that have entered into selling or service arrangements with the Enterprise Fund Distributors, Inc.   Any employee or registered representative of any authorized dealer or their respective spouses, children and parents (FESC only).
 
Any government entity that is prohibited from paying a sales charge or commission to purchase mutual fund shares.   Any state, county or city, or any instrumentality, department, authority or agency thereof, which is prohibited by applicable investment laws from paying a sales commission with the purchase of shares of a GST Fund (FESC only).
 
Clients of fee-based/fee-only financial advisors.   Registered investment advisers investing for accounts for which they receive asset-based fees (FESC only).
 
State-sponsored Texas 529 qualified tuition savings plan.   State sponsored 529 Plan (FESC only).
 
Direct referrals by the Manager’s employees.   Trustees or directors of investment companies for which Goldman Sachs or an affiliate acts as sponsor (FESC only).
 
    Goldman Sachs, its affiliates or their respective officers, partners, directors or employees (including retired employees and former partners), any partnership of which Goldman Sachs is a general partner, any trustee or officer of GST and designated family members of any of these individuals (FESC only).

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AXA Enterprise Funds   GST Funds
     
    Section 401(k), profit sharing, money purchase pension, tax-sheltered annuity, defined benefit pension, or other employee benefit plans (including health savings accounts) that are sponsored by one or more employers (including governmental or church employers) or employee organizations (“Employee Benefit Plans”) that buy shares of a GST Fund worth $500,000 or more; or have 100 or more eligible employees at the time of purchase; or certify that they expect to have annual plan purchases of shares of GST Funds of $200,000 or more; or are provided administrative services by certain third-party administrators that have entered into a special service arrangement with Goldman Sachs relating to such plans; or have at the time of purchase aggregate assets of at least $2,000,000 (FESC only).
 
    Accounts over which GSAM or its advisory affiliates have investment discretion (FESC only).
 
    Qualified Employee Benefit Plans of Goldman Sachs (FESC only).
 
    Non-qualified pension plan sponsored by employees who also sponsors qualified plans that qualify for an investment in Goldman Sachs Funds at NAV without the payment of any sales charge (FESC only).
 
    Insurance company benefits accounts that make the Funds available as underlying investments in certain group annuity contracts (FESC only).
 
    “Wrap” accounts for the benefit of clients of broker-dealers, financial institutions or financial planners, provided they have entered into an agreement with GSAM specifying aggregate minimums and certain operating policies and standards (FESC only).
 
    Shareholders receiving distributions from a qualified retirement plan invested in GST Funds and reinvesting such proceeds in a Goldman Sachs IRA in the same class (FESC only).
 
    Shareholders who roll over distributions from any tax-qualified Employee Benefit Plan or tax-sheltered annuity to an IRA which invests in GST Funds if the tax-qualified Employee Benefit Plan or tax-sheltered annuity receives administrative services provided by certain third-party administrators that have entered into a special service arrangement with Goldman Sachs relating to such plan or annuity (FESC only).

D-6

 

     
AXA Enterprise Funds   GST Funds
     
    Purchases of $1 million or more of Class A Shares will be made at net asset value with no initial sales charge. However, if you redeem shares within 18 months after the end of the calendar month in which the purchase was made, a CDSC of 1% may be imposed. The CDSC may not be imposed if your authorized dealer enters into an agreement with Goldman Sachs to return all or an applicable prorated portion of its commission to Goldman Sachs (FESC only).
      CDSC Waivers — AXA Enterprise Funds and GST Funds (All Share Classes)
      The CDSC may be waived or reduced if the redemption relates to:
     
AXA Enterprise Funds   GST Funds
     
Distributions to participants or beneficiaries of and redemptions (other than redemption of the entire plan account) by plans qualified under the Code Section 401(a) or from custodial accounts under the Code Section 403(b)(7), IRAs under the Code Section 408(a), participant-directed non-qualified deferred compensation plans under the Code IRC Section 457 and other employee benefit plans (“plans”), and returns of excess contributions made to these plans.   Retirement distributions or loans to participants or beneficiaries from Employee Benefit Plans.

The death or disability (as defined in Section 72(m)(7) of the Code) of a participant or beneficiary in an Employee Benefit Plan.
 
Redemptions of shares of a shareholder (including a registered joint owner) who has died or has become totally disabled (as evidenced by a determination by the federal Social Security Administration).    
 
Required minimum distributions from an IRA.   Satisfying the minimum distribution requirements of the Code.
 
Redemptions through a systematic withdrawal plan.

Redemptions made pursuant to any IRA systematic withdrawal based on the shareholder’s life expectancy in accordance with the requirements of the Code, including substantially equal periodic payments described in the Code Section 72 prior to age 591/2 and required minimum distributions after age 701/2.		   Shares subject to a systematic withdrawal plan (GST reserves the right to limit such redemptions, on an annual basis, to 10% each of the value of the shareholder’s Class A Shares.)
 
The liquidation of a shareholder’s account if the aggregate net asset value of shares held in the account is less than the required minimum.   Hardship withdrawals by a participant or beneficiary in an Employee Benefit Plan.
 
    Establishing “substantially equal periodic payments” as described under Section 72(t)(2) of the Code.
 
    The separation from service by a participant or beneficiary in an Employee Benefit Plan.
 
    The death or disability (as defined in Section 72(m)(7) of the Code) of a shareholder if the redemption is made within one year of the event.

D-7

 

     
AXA Enterprise Funds   GST Funds
     
    Excess contributions distributed from an Employee Benefit Plan;
 
    Distributions from a qualified Employee Benefit Plan invested in the GST Funds which are being rolled over to a Goldman IRA in the same share class.
 
    Redemption proceeds which are to be reinvested in accounts or non-registered products over which GSAM or its advisory affiliates have investment discretion.
      Repurchase of AXA Enterprise Funds Class A Shares. An investor repurchasing Class A Shares within 180 days of redeeming shares in the same class of the same AXA Enterprise Fund is eligible, upon request, for a sales charge waiver or a credit to the investor’s account with the amount of the CDSC previously paid. The reinvested shares will keep their original cost and purchase date for purposes of calculating any future CDSCs. For federal income tax purposes, the original redemption is treated as a sale that involves tax consequences, even if the proceeds are later reinvested. Investors are advised to consult their tax advisor to determine how a redemption would affect them. The Enterprise Trust may modify or terminate the reinstatement privilege at any time.
      Repurchase of GST Class A Shares. An investor may redeem shares of a GST Fund and reinvest a portion or all of the redemption proceeds (plus any additional amounts needed to round off purchases to the nearest full share) at net asset value. To be eligible for this privilege, the investor must hold the shares he wants to redeem for at least 30 days and he must reinvest the share proceeds within 90 days after redemption. An investor may reinvest in Class A Shares of the same GST Fund or another GST Fund.
      If an investor pays a CDSC upon redemption of Class A Shares and then reinvests in Class A Shares as described above, the account will be credited with the amount of the CDSC the investor paid. The reinvested shares will, however, continue to be subject to a CDSC. The holding period of the shares acquired through reinvestment will include the holding period of the redeemed shares for purposes of computing the CDSC payable under a subsequent redemption.
      The reinvestment privilege may be exercised at any time in connection with transactions in which the proceeds are reinvested at net asset value in a tax-sheltered Employee Benefit Plan. In other cases, the reinvestment privilege may be exercised once per year upon receipt of a written request. There may be tax consequences as a result of a redemption. Professional tax advice should be sought regarding the tax consequences of a redemption and reinvestment.
Distribution and Shareholder Servicing Arrangements
      AXA Enterprise Fund Class A Shares. AXA Enterprise Funds have adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act with respect to Class A Shares of the AXA Enterprise Funds. Under the AXA Enterprise Funds Class A Plan, AXA Enterprise Funds may pay to AXA Enterprise Funds’ distributor a maximum service fee for services provided to Class A shareholders equal to, on an annual basis, 0.25% of Class A Shares’ average daily net assets for each of the AXA Enterprise Funds. In addition to this service fee, Class A Shares may pay a maximum distribution fee of 0.20% (0.05% for the AXA Enterprise Money Market Fund) of their daily net assets. Currently, the AXA Enterprise Funds (except the Short Duration Bond Fund and Money Market Fund) pay their distributor a service and distribution fee equal to, on an annual basis, 0.45% of Class A Shares average daily net assets. Currently, the AXA Enterprise Short Duration Bond Fund’s service and distribution fees are limited to 0.25% for its Class A Shares and the AXA Enterprise Money Market Fund pays no service or distribution fees.

D-8

 

      AXA Enterprise Fund Class B Shares. AXA Enterprise has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act with respect to Class B Shares of the AXA Enterprise Funds. Under the AXA Enterprise Class B Plan, AXA Enterprise Funds may pay to AXA Enterprise Funds’ distributor maximum distribution fees equal to, on an annual basis, 0.75% (0.60% for the AXA Enterprise Money Market Fund) of average daily net assets attributable to Class B Shares of an AXA Enterprise Fund. The AXA Enterprise Funds’ distributor also may be paid a maximum service fee equal to an annual rate of 0.25% of the average net assets attributable to Class B Shares of the AXA Enterprise Funds. Currently, the AXA Enterprise Fund (except the Money Market Fund) pay their distributor a service and distribution fee equal to 1.00% of the Class B Shares average daily net assets. Currently, the AXA Enterprise Money Market Fund pays no distribution or service fees.
      AXA Enterprise Fund Class C Shares. AXA Enterprise has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act with respect to Class C Shares of the AXA Enterprise Funds. The AXA Enterprise Funds’ distributor may be paid a maximum service fee equal to an annual rate of 0.25% of the average daily net assets attributable to Class C Shares of an AXA Enterprise Fund. In addition, a maximum distribution fee equal to an annual rate of 0.75% (0.60% for the AXA Enterprise Money Market Fund) of the average daily net assets attributable to Class C Shares may be paid to the AXA Enterprise Funds’ distributor. Currently, the AXA Enterprise Funds (except the Money Market Fund) pay their distributor a service and distribution fee equal to 1.00% of the Class C Shares average daily net assets. Currently, the AXA Enterprise Money Market Fund pays no distribution or service fees.
      The compensation the AXA Enterprise Fund distributor receives under the AXA Enterprise Class A, Class B and Class C Shares Distribution Plans is for services rendered and expenses borne in connection with activities primarily intended to result in the sale of shares, including printing and mailing of the AXA Enterprise Funds’ prospectuses, statements of additional information (including any supplements thereto) and shareholder reports, compensation to financial intermediaries and broker-dealers, and holding seminars and sales meetings with wholesale and retail sales personnel assigned to promote the distribution of shares.
      AXA Enterprise Fund Class Y Shares. Class Y Shares pay no distribution or service fees.
Sales charge, Distribution and Shareholder Servicing Arrangements for GST
      GST Class A Shares. GST has adopted a distribution and service plan (the “GST Class A Plan”) under which Class A Shares of the GST Funds bear distribution and service fees paid to authorized dealers and Goldman Sachs. Under the GST Class A Plan, Goldman Sachs is entitled to a monthly fee from each GST Fund for distribution services equal, on an annual basis, to 0.25% of the average daily net assets of a GST Fund attributable to Class A Shares.
      GST Class B Shares. GST has adopted a distribution and service plan (the “GST Class B Plan”) under which Class B Shares of the GST Funds bear distribution and service fees paid to authorized dealers and Goldman Sachs. Under the GST Class B Plan, Goldman Sachs is entitled to a monthly fee from each GST Fund for distribution services and personal account maintenance services equal, on an annual basis, to 0.75% and 0.25%, respectively, of a GST Fund attributable to Class B Shares.
      GST Class C Shares. GST has adopted a distribution and service plan (the “GST Class C Plan”) under which Class C Shares of the GST Funds bear distribution and service fees paid to authorized dealers and Goldman Sachs. Under the GST Class C Plan, Goldman Sachs is entitled to a monthly fee from each GST Fund for distribution services and personal account maintenance services equal, on an annual basis, to 0.75% and 0.25%, respectively, of a GST Fund attributable to Class C Shares.
      The distribution fees paid under the GST Class A, B and C Plans are subject to the requirements of Rule 12b-1 under the 1940 Act, and may be used (among other things) for: (1) compensation paid to and expenses incurred by authorized dealers, Goldman Sachs and their respective officers, employees and sales representatives; (2) commissions paid to authorized dealers; (3) allocable overhead; (4) telephone and travel expenses; (5) interest and other costs associated with the financing of such compensation and expenses; (6) printing of prospectuses for prospective shareholders; (7) preparation and distribution of sales literature or

D-9

 

advertising of any type; and (8) all other expenses incurred in connection with activities primarily intended to result in the sale of Class A, Class B or Class C Shares.
      GST Institutional Shares. GST Institutional Shares are not subject to a distribution plan or shareholder servicing plan.
      ILA Service Shares. GST has adopted a service plan and shareholder administration plan under which ILA Service Shares of the Goldman Sachs ILA Prime Obligations Portfolio bear personal and account maintenance services plus shareholder administration service paid to service organizations. Under the GST Service Plan, service organizations are entitled to receive payments for their service from GST equal to 0.25% (annualized) for personal and account maintenance services plus an additional 0.15% (annualized) for shareholder administrative services of the average daily net assets of the Service Shares of the Goldman Sachs ILA Prime Obligations Portfolio that are attributable to or held in the name of a service organization for its customers. In addition, GSAM, at its own expense may pay a service organization up to 0.10% of the average daily net assets of the Service Shares of the Goldman Sachs ILA Prime Obligations Portfolio. The compensation paid by GSAM does not represent an additional expense to the Goldman Sachs ILA Prime Obligations Portfolio or its shareholders, since it will be paid from the assets of GSAM.
          Contingent Deferred Sales Charges
      AXA Enterprise Funds Class B Shares. Class B Shares are sold at net asset value, without any sales charges at the time of purchase. However, there may be a CDSC on shares that is payable upon redemption. Initial purchases of Class B Shares of the AXA Enterprise Money Market Fund are not subject to a CDSC unless and until the shares are exchanged into Class B Shares of another AXA Enterprise Fund. The holding period for purposes of timing the conversion to Class A Shares and determining the CDSC will continue to run after an exchange to Class B Shares of another AXA Enterprise Fund. The AXA Enterprise Funds will not accept single purchase orders for Class B shares over $100,000.
      The amount of the CDSC declines as you hold your shares over time, according to the following schedule.
AXA Enterprise Funds (except AXA Enterprise Money Market Fund)
         
    CDSC as a Percentage
    of Dollar Amount
Year since Purchase   Subject to CDSC
     
First
     5.00%  
Second
     4.00%  
Third
     4.00%  
Fourth
     3.00%  
Fifth
     2.00%  
Sixth
     1.00%  
Seventh and thereafter
     None  
      Class B Shares will automatically convert to Class A Shares of the same AXA Enterprise Fund eight years after the end of the calendar month in which the purchase order for the Class B Shares was accepted. A pro rata portion of any Class B Shares acquired through reinvestment of dividends or distributions will convert along with Class B Shares that were purchased. Class A Shares are subject to lower expenses than Class B Shares. The conversion of Class B Shares to Class A Shares is not a taxable event for federal income tax purposes.
      GST Fund Class B Shares and ILA Class B Shares. As discussed further below, the CDSC schedule for the Corresponding GST Funds only differs in the third year from the AXA Enterprise Funds CDSC schedule. [Holders of AXA Enterprise Funds Class B Shares who receive GST Fund Class B Shares in connection with the Reorganization will be charged CDSCs on those GST Fund Class B Shares based on the [AXA Enterprise/ GST CDSC schedule set forth above/below.]] In addition, former AXA Enterprise Funds Class B shareholders will be credited for the period of time from the original date of purchase of the AXA Enterprise Funds Class B Shares for

D-10

 

purposes of determining the amount of their CDSC, if any. GST Fund Class B Shares purchased after the Effective Time of the Reorganization will be charged CDSCs according to the GST Fund CDSC schedule below.
GST Funds
         
    CDSC as a Percentage
    of Dollar Amount
Year since Purchase   Subject to CDSC
     
First
     5.00%  
Second
     4.00%  
Third
     3.00%  
Fourth
     3.00%  
Fifth
     2.00%  
Sixth
     1.00%  
Seventh and thereafter
     None  
      Class B Shares or ILA Class B Shares of a GST Fund will automatically convert into Class A Shares (Service Shares in the case of the Goldman Sachs ILA Prime Obligations Portfolio) of the same GST Fund at the end of the calendar quarter that is eight years after the purchase date.
      If an investor acquires Class B Shares of a GST Fund by exchange from Class B Shares of another GST Fund, his Class B Shares will convert into Class A Shares (Service Shares in the case of the Goldman Sachs ILA Prime Obligations Portfolio) of such GST Fund based on the date of the initial purchase and the CDSC schedule of that purchase.
      If an investor acquires Class B Shares through reinvestment of distributions, his Class B Shares will convert into Class A Shares (Service Shares in the case of the Goldman Sachs ILA Prime Obligations Portfolio) based on the date of the initial purchase of the shares on which the distribution was paid.
      A maximum purchase limitation of $100,000 in the aggregate normally applies to the purchase of Class B Shares or ILA Class B Shares of GST Funds. Once the current value of an investor’s Class B Shares or ILA Class B Shares in the aggregate across all GST Funds is equal to $100,000, an investor will not be allowed to purchase any additional Class B Shares or ILA Class B Shares. Individual purchases exceeding $100,000 will be rejected and additional purchases which could cause an investor’s holdings in Class B Shares to exceed $100,000 will be rejected.
      AXA Enterprise Funds Class C Shares. Class C Shares are sold at net asset value. A CDSC of 1% is imposed on redemptions of Class C Shares of the AXA Enterprise Funds within the first year after purchase. Initial purchases of Class C Shares of the Money Market Fund are not subject to a CDSC unless and until the shares are exchanged into Class C Shares of another AXA Enterprise Fund. The holding period for purposes of determining the CDSC will continue to run after an exchange to Class C Shares of another AXA Enterprise Fund. The AXA Enterprise Funds will not accept single purchase orders for Class C Shares over $1,000,000.
      Class A Shares of the Goldman Sachs Enhanced Income Fund are not subject to a CDSC. As a result, AXA Enterprise Short Duration Bond Fund Class C shareholders who received Class A Shares of the Goldman Sachs Enhanced Income Fund will no longer be subject to a CDSC.
      GST Fund Class C Shares and ILA Class C Shares. Class C Shares sold at net asset value. There is no front-end sales charge imposed on Class C Shares of the GST Funds, however, a maximum CDSC of 1.00% is imposed in the event of redemptions within 12 months of purchase (or initial investment in a GST Fund from which an exchange is made). No additional Class C Shares may be purchased by an investor either in an initial purchase or in subsequent purchases if the current market value of the shares owned and/or purchased is equal to or exceeds $1 million.
      For more information on the circumstances when the Class B Share CDSC will be waived see “CDSC Waivers — AXA Enterprise Funds and GST Funds.”

D-11

 

      Redemption Fees.
      All AXA Enterprise Funds, except the AXA Enterprise Money Market Fund, charge a 2% redemption fee if you redeem or exchange shares of an AXA Enterprise Fund after holding them one month or less. This fee is assessed and retained by an AXA Enterprise Fund for the benefit of the remaining shareholders. If the short-term trading fee is $50 or less, it may not be assessed on a redemption or exchange; however, during the 30-day period following a purchase or exchange, an AXA Enterprise Fund reserves the right to collect short-term trading fees relating to a series of transactions by a shareholder if, in the aggregate, the fees total more than $50. The AXA Enterprise Funds will use the “first in, first out” method to determine the shareholder’s holding period. Under this method, the date of redemption or exchange will be compared with the earliest purchase date of shares held in the shareholder’s account. The AXA Enterprise Funds reserve the right to modify or discontinue the short-term trading fee at any time or from time to time.
      Goldman Sachs Strategic International Equity Fund, Goldman Sachs High Yield Fund and Goldman Sachs Municipal Income Fund charge a 2% redemption fee on the redemption of shares (including by exchange) held for 30 calendar days or less (60 calendar days in the case of the Goldman Sachs High Yield Fund). For this purpose, GST Fund uses a first-in first-out (“FIFO”) method so that shares held longest will be treated as being redeemed first and shares held shortest will be treated as being redeemed last. The redemption fee will be paid to the GST Fund, and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the GST Fund. The redemption fee may be collected by deduction from the redemption proceeds or, if assessed after the redemption transaction, through a separate billing.
      The AXA Enterprise Funds and GST Funds do not assess a redemption fee with respect to certain transactions, specifically:
     
AXA Enterprise Funds   GST Funds
     
Shares purchased by the reinvestment of dividends or capital gain distributions;   Redemptions of shares acquired by reinvestment of dividends or capital gains distributions;
 
Shares redeemed or exchanged by the AXA Enterprise Allocation Funds or the portfolios of the Texas 529 qualified tuition savings plans;   Redemptions of shares by other Goldman Sachs Funds (e.g., Goldman Sachs Asset Allocation Portfolios);
 
Shares redeemed or exchanged through rebalancing, or asset reallocation, wrap fee, omnibus or other program approved by AXA Equitable;   Redemptions of shares that are acquired or redeemed in connection with participation in a systematic withdrawal program or automatic investment plan;
 
    Redemptions of shares held through discretionary wrap programs or models programs that utilize regularly scheduled automatic rebalancing of assets and that have provided GSAM with a representation letter specifying certain operating policies and standards;

D-12

 

     
AXA Enterprise Funds   GST Funds
     
Shares redeemed or exchanged from the Money Market Fund; or

Shares redeemed by an AXA Enterprise Fund to cover various fees (e.g., account fees).		   Redemptions of shares involving transactions other than participant initiated exchanges from retirement plans and accounts maintained pursuant to Section 401 (tax-qualified pension, profit sharing, 401(k), money purchase and stock bonus plans), 403 (qualified annuity plans and tax-sheltered annuities) and 457 (deferred compensation plans for employees of tax-exempt entities or governments) of the Code. Redemptions involving transactions other than participant initiated exchanges would include, for example: loans; required minimum distributions; rollovers; forfeiture; redemptions of shares to pay fees; plan level redemptions or exchanges; redemptions pursuant to systematic withdrawal programs; return of excess contribution amounts; hardship withdrawals; redemptions related to death, disability or qualified domestic relations order; and certain other transactions;
 
    Redemptions of shares from accounts of financial institutions in connection with hedging services provided in support of nonqualified deferred compensation plans offering the GST Funds;
 
    Redemption of shares where the GST Funds are made available as an underlying investment in certain group annuity contracts; or
 
    Redemption of shares that are issued as part of an investment company reorganization to which a GST Fund is a party.
 
    Redemption of shares representing “seed capital” investments by Goldman Sachs or its affiliates.
      Class A, Class B, Class C or Institutional Shares of the Goldman Sachs Strategic International Equity Fund, Goldman Sachs High Yield Fund and Goldman Sachs Municipal Income Fund issued on the closing date of the Reorganization to AXA Enterprise Funds shareholders in connection with the Reorganization will not be subject to a redemption fee. However, new purchase of Class A, Class B, Class C or Institutional Shares of the Goldman Sachs Strategic International Equity, High Yield and Municipal Income Fund made by former AXA Enterprise shareholders on or after the closing date of the Reorganization will be subject to the redemption fee.

D-13

 

Purchases, Redemptions and Exchanges of Shares
Purchase Policies.
      The following chart compares existing purchase policies of the AXA Enterprise Funds and GST Funds:
                                     
    AXA Enterprise Funds:   GST Funds:   GST Funds:
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
Minimum
Initial
Investment		   Individual Retail Accounts   $ 2,000     Regular Accounts   $ 1,000     Regular Accounts     $5,000  
    Individual Retirement Accounts (IRAs)   $ 250     Employee Sponsored Benefit Plans   $ 250     Systematic Exchange Program (Class B and C Shares Only)     $1,000  
 
    Automatic Bank Draft Plan   $ 250     Uniform Gift to Minors Act Accounts/Uniform Transfer to Minors Act Accounts   $ 250     Other Share Exchanges   $5,000
or full account share balance whichever is less
 
    Coverdell ESA   $ 250     Individual Retirement Accounts and Coverdell ESAs   $ 250     Retirement Accounts (e.g., IRA and Employee Sponsored Plans) (Prime Obligations Portfolio Only)     $ 250  
 
    Certain fee-based programs with which the AXA Enterprise Funds, AXA Equitable or the Distributor Has and Agreement   No minimum requirement   Automatic Investment Plan   $ 250     Uniform Gift to Minors Act Accounts/Uniform Transfer to Minors Act Accounts     $ 250  
 
    Corporate Retirement Accounts such as 401(k) and 403(b) Plans   No minimum requirement               Coverdell ESAs     $ 250  
                            Automatic Investment Plan Accounts     $ 250  

D-14

 

                 
    AXA Enterprise Funds:   GST Funds:
    Class Y Shares   Institutional Shares
         
Minimum Initial Investment   Corporations, banks, saving institutions, trust companies, insurance companies, pension funds, employee benefit plans, professional firms, trusts, estates or educational, religious or charitable organizations   $1,000,000 in Class Y Shares   Banks, trust companies or other depository institutions investing for their own account or on behalf of their clients   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
 
    Investment companies registered under the 1940 Act   $1,000,000 in Class Y Shares   Section 401(k), profit sharing, money purchase pension, tax- sheltered annuity, defined benefit pension, or other employee benefit plans that are sponsored by one or more employers (including governmental or church employers) or employee organizations   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
 
    Financial institution buyers   $1,000,000 in Class Y Shares   State, county, city or any instrumentality, department, authority or agency thereof   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
 
    Employees of AXA Financial or its subsidiaries or an immediate family member of such employee   Not subject to $1,000,000 minimum   Corporations with at least $100 million in assets or in outstanding publicly traded securities   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates

D-15

 

                 
    AXA Enterprise Funds:   GST Funds:
    Class Y Shares   Institutional Shares
         
 
    Wrap account clients of an eligible
broker-dealer or a client of a fee-based planner that is unaffiliated with a broker-dealer		   Not subject to $1,000,000 minimum   “Wrap” account sponsors (provided they have an agreement covering the arrangement with GSAM)   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
 
    Present or former trustees of the Enterprise Trust or a spouse or minor child of any such trustee or any trust, IRA or retirement plan account for the benefit of any such person or relative or the estate of any such person or relative   Not subject to $1,000,000 minimum   Registered investment advisers investing for accounts for which they receive asset- based fees   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
 
            Qualified non-profit organizations, charitable trusts, foundations and endowments   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
 
            Individual investors   $10,000,000
 
            Accounts over which GSAM or its advisory affiliates have investment discretion   $10,000,000
 
            Individual Retirement Accounts (IRAs) for which GSAM or its advisory affiliates act as fiduciary   No minimum

D-16

 

                                     
    AXA Enterprise Funds:   GST Funds:   GST Funds:
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
Minimum
Subsequent
Investments		   Individual Retail Accounts     $  50     Regular Accounts   $ 50     Regular Accounts     None  
    Individual Retirement Accounts (IRAs)     $  50     Employee Benefit Plans     None     Systematic Exchange Program     None  
 
    Automatic Bank Draft Plan     $  50     Uniform Gift to Minors Act Accounts/Uniform Transfer to Minors Act Accounts   $ 50     Other Share Exchanges (Class B and C Shares only)     None  
 
    Coverdell ESAs     $  50     Coverdell ESAs   $ 50     Retirement Accounts (e.g., IRA and Employee Sponsored Plans)     None  
 
    Certain fee based programs with which the AXA Enterprise Funds, AXA Equitable or the Distributor Has an Agreement   No minimum requirement   Automatic Investment Plan Accounts   $ 50     Uniform Gift to Minors Act Accounts/Uniform Transfer to Minors Act Accounts   $ 50  
 
    Corporate Retirement Accounts, such as 401(k) and 403(b)   No minimum requirement               Coverdell ESAs   $ 50  
                            Automatic Investment Plan Accounts   $ 50  
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
Minimum
Subsequent
Investments		   None   None    

D-17

 

             
    AXA Enterprise Funds:   GST Funds:   GST Funds:
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
Purchase
Methods		   Order through AXA by mailing or wiring payment to AXA Enterprise Shareholder Services; through ACH; through broker or other financial professional   Directly through GST by mail; by wire or through ACH; through an authorized dealer   Service Shares through GST acting as Service Organization; through authorized dealer
            Class B and C Shares directly through GST; by wire or through authorized dealer
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
Purchase Methods   Order through AXA by mailing or wiring payment to AXA Enterprise Shareholder Services; through ACH; through broker or other financial professional   Order through GST by telephone, and either send payment by wire through The Northern Trust Company or by check to GST by mail; through an authorized financial institution    
             
    AXA Enterprise Funds:   GST Funds:   GST Funds:
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
Systematic/ Automatic Investment Plan   Yes
(subject to $250 initial investment and $50 minimum subsequent investment)		   Yes
($50 per month minimum)		   Yes
($50 per month minimum)
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
Systematic/ Automatic Investment Plan   Yes
(subject to $250 initial investment and $50 minimum subsequent investment)		   None    

D-18

 

Redemption Procedures.
      The following chart compares existing redemption procedures of the AXA Enterprise Funds and GST Funds.
             
    AXA Enterprise Funds:   GST Funds:   GST Funds:
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
Request made through an Authorized Broker-Dealer or Other Financial Institution or Adviser   Yes   Yes   Yes
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
Request made through an Authorized Broker-Dealer or Other Financial Institution or Adviser   Yes   Yes    
             
    AXA Enterprise Funds:   GST Funds:   GST Funds:
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
Request Made by Mail   Yes   Yes   Yes
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
Request Made by Mail   Yes   Yes    
             
    AXA Enterprise Funds:   GST Funds:   GST Funds:
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
Request made by Telephone   Yes
(If authorized this service)		   Yes   Yes
(If did not decline telephone redemption privilege on application)
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
Request made by Telephone   Yes
(If authorized this service)		   Yes    

D-19

 

             
    AXA Enterprise Funds:   GST Funds:   GST Funds
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
Proceeds paid by Wire   Yes   Yes   Yes
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
Proceeds paid by Wire   Yes   Yes    
             
    AXA Enterprise Funds:   GST Funds:   GST Funds:
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
Proceeds paid by Systematic Withdrawal Plan   Yes, but must have at least $5,000 in account (except for individual IRA accounts) and withdrawals must be $100 or more   Yes, but withdrawals must be $50 or more   Yes, but withdrawals must be $50 or more
 
    The maximum annual rate at which Class B Shares may be sold is 10% of the net asset value of the account        
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
Proceeds paid by Systematic Withdrawal Plan   Yes, but must have at least $5,000 in account (except for individual IRA accounts) and withdrawals must be $100 or more   No    
 
             
    AXA Enterprise Funds:   GST Funds:   GST Funds:
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
Proceeds paid by Check   Yes   Yes   Yes
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
Proceeds paid by Check   Yes   Yes    
 

D-20

 

             
    AXA Enterprise Funds:   GST Funds:   GST Funds:
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
Check Writing Privileges   Yes (if hold account with balance of more than $5,000 in Class A Shares of Money Market Fund, may redeem shares of that fund by redemption check)   No   Yes
(ILA Service Shares only)
 
    Redemption check is any amount from $500-$100,000, 5 checks per month and each additional check is subject to a $5 fee        
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
Check Writing Privileges   No   No    
 
             
    AXA Enterprise Funds:   GST Funds:   GST Funds:
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
Involuntary Redemptions   Yes - If account balance drops to $500 or less due to redemption activity (45 days’ notice provided)   Yes - If account balance drops below the required Fund minimum because of redemptions (60 days’ written notice provided)   Yes - If account balance falls below the GST Fund minimum as a result of redemption (60 days’ written notice provided)
 
        If your institution or authorized dealer’s relationship with Goldman Sachs is terminated and your account does not transfer to an entity with a relationship with Goldman Sachs    
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
Involuntary Redemptions   Yes - If account balance drops to $500 or less due to redemption activity (45 days’ notice provided)   Generally no - But if your institution or authorized dealer’s relationship with Goldman Sachs is terminated and your account does not transfer to an entity with a relationship with Goldman Sachs    

D-21

 

Share Exchanges.
             
    AXA Enterprise Funds:   GST Funds:   GST Funds:
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
Through an Authorized Broker-Dealer or Other Financial Institution or Adviser   Yes   Yes   Yes
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
Through an Authorized Broker-Dealer or Other Financial Institution or Adviser   Yes   Yes    
             
    AXA Enterprise Funds:   GST Funds:   GST Funds:
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
By Mail   Yes   Yes   Yes
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
By Mail   Yes   Yes    
             
    AXA Enterprise Funds:   GST Funds:   GST Funds:
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
By Telephone   Yes, if authorized this service   Yes, if the telephone exchange privilege on the account application was not declined   Yes, if the telephone exchange privilege on the account application was elected
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
By Telephone   Yes, if authorized this service   Yes, if the telephone exchange privilege on the account application was elected    
             
    AXA Enterprise Funds:   GST Funds:   GST Funds:
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
By Website   Yes   No   No
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
By Website   Yes   No    

D-22

 

             
    AXA Enterprise Funds:   GST Funds:   GST Funds:
    Class A Shares   Class A Shares   ILA Service Shares
    Class B Shares   Class B Shares   ILA Class B Shares
    Class C Shares   Class C Shares   ILA Class C Shares
             
Minimum   If the exchange results in opening new account, subject to applicable minimum investment requirement   If the exchange represents the initial investment, the amount must satisfy initial investment requirements   The initial exchange minimum is $5,000 or the full account share balance, whichever is less
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
Minimum   If the exchange results in opening new account, subject to applicable minimum investment requirement   If the exchange represents the initial investment, the amount must satisfy initial investment requirements    
Pricing of Shares for the AXA Enterprise Funds and GST Funds
      The price per share (offering price) of the AXA Enterprise Funds will be the net asset value per share next calculated after your order is received “in good order” by the Transfer Agent or an approved financial intermediary (plus or minus applicable sales charges).
      The price per share (offering price) of the GST Funds will be the net asset value next calculated after GST Fund receives your order in proper form plus, in case of Class A Shares, the applicable front-end sales charges or any redemption fees.
      For processing purchase and redemption orders, the net asset value per share of each of the AXA Enterprise Funds and GST Funds is calculated each business day at 4:00 p.m. Eastern time.
      The net asset value for Goldman Sachs ILA Prime Obligations Portfolio shares is determined on any day that the NYSE is open, except for days on which Chicago, Boston or New York banks are closed for local holidays. The net asset value for other GST Fund shares and the AXA Enterprise Funds shares is determined on any day that the NYSE is open.
Dividends and Other Distributions
      Dividends from investment company taxable income for AXA Enterprise Funds and GST Funds are declared and paid as follows:
         
 
    AXA Enterprise Funds   GST Funds
 
Declared Daily and Paid Monthly
   AXA Enterprise Government Securities Fund   Goldman Sachs Government Income Fund
    AXA Enterprise High-Yield Bond Fund   Goldman Sachs High Yield Fund
    AXA Enterprise Short Duration Bond Fund   Goldman Sachs Enhanced Income Fund
    AXA Enterprise Tax-Exempt Income Fund   Goldman Sachs Municipal Income Fund
    AXA Enterprise Money Market Fund   Goldman Sachs ILA Prime Obligations Portfolio
 
Declared Annually and Paid Annually
   AXA Enterprise Capital Appreciation Fund   Goldman Sachs Structured U.S. Equity Fund

D-23

 

         
 
    AXA Enterprise Funds   GST Funds
 
    AXA Enterprise Deep Value Fund   Goldman Sachs Large Cap Value Fund
 
    AXA Enterprise Equity Fund   Goldman Sachs Structured Large Cap Growth Fund
    AXA Enterprise Equity Income Fund   Goldman Sachs Growth and Income Fund
    AXA Enterprise Growth and Income Fund   Goldman Sachs Growth and Income Fund
    AXA Enterprise International Growth Fund   Goldman Sachs Strategic International Equity Fund
    AXA Enterprise Large Cap Growth Fund   Goldman Sachs Capital Growth Fund
    AXA Enterprise Small Company Growth Fund   Goldman Sachs Structured Small Cap Growth Fund
    AXA Enterprise Small Company Value Fund   Goldman Sachs Structured Small Cap Value Fund
 
      Both the AXA Enterprise Funds and GST Funds make distributions of capital gains (if any) at least annually.

D-24

 

PART B
GOLDMAN SACHS TRUST
Goldman Sachs Structured U.S. Equity Fund
Goldman Sachs Large Cap Value Fund
Goldman Sachs Structured Large Cap Growth Fund
Goldman Sachs Growth and Income Fund
Goldman Sachs Strategic International Equity Fund
Goldman Sachs Capital Growth Fund
Goldman Sachs Structured Small Cap Growth Fund
Goldman Sachs Structured Small Cap Value Fund
Goldman Sachs Government Income Fund
Goldman Sachs Enhanced Income Fund
Goldman Sachs High Yield Fund
Goldman Sachs Municipal Income Fund
Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio
 
Statement of Additional Information
                    , 2007
 
     
Acquisition of substantially all of the assets and liabilities of:
  By and in exchange for shares of:
 
    
AXA Enterprise Capital Appreciation Fund
  Goldman Sachs Structured U.S. Equity Fund
 
    
AXA Enterprise Deep Value Fund
  Goldman Sachs Large Cap Value Fund
 
    
AXA Enterprise Equity Fund
  Goldman Sachs Structured Large Cap Growth Fund
 
    
AXA Enterprise Equity Income Fund
  Goldman Sachs Growth and Income Fund
 
    
AXA Enterprise Growth and Income Fund
  Goldman Sachs Growth and Income Fund
 
    
AXA Enterprise International Growth Fund
  Goldman Sachs Strategic International Equity Fund
 
    
AXA Enterprise Large Cap Growth Fund
  Goldman Sachs Capital Growth Fund
 
    
AXA Enterprise Small Company Growth Fund
  Goldman Sachs Structured Small Cap Growth Fund

- 1 -

 

     
AXA Enterprise Small Company Value Fund
  Goldman Sachs Structured Small Cap Value Fund
 
    
AXA Enterprise Government Securities Fund
  Goldman Sachs Government Income Fund
 
    
AXA Enterprise Short Duration Bond Fund
  Goldman Sachs Enhanced Income Fund
 
    
AXA Enterprise High-Yield Bond Fund
  Goldman Sachs High Yield Fund
 
    
AXA Enterprise Tax-Exempt Income Fund
  Goldman Sachs Municipal Income Fund
 
    
AXA Enterprise Money Market Fund
  Goldman Sachs Institutional Liquid Assets
Prime Obligations Portfolio
 
    
(collectively, the “AXA Enterprise Funds”)
  (collectively, the “GST Funds”)
 
    
(each, a series of the AXA Enterprise Funds Trust)
  (each a series of the Goldman Sachs Trust)
1290 Avenue of the Americas, 8th Floor
  71 South Wacker Drive
New York, NY 10104
  Suite 500
 
  Chicago, Illinois 60600
     This Statement of Additional Information (“SAI”), which is not a prospectus, supplements and should be read in conjunction with the Combined Proxy Statement/Prospectus dated ___, 2007 (the “Proxy Statement/Prospectus”) relating specifically to the Special Meeting of Shareholders of the AXA Enterprise Funds which will be held on April 25, 2007. A copy of the Proxy Statement/Prospectus may be obtained upon request and without charge by calling Goldman, Sachs & Co. toll free at 800-526-7384. Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Proxy Statement/Prospectus. The Reorganization is expected to occur in accordance with the terms of the Reorganization Agreement.
General Information:
     This SAI and the Proxy Statement/Prospectus are related to the proposed acquisition of all of the assets of the AXA Enterprise Funds by its corresponding GST Fund and the assumption by the GST Funds of substantially all of the liabilities of the AXA Enterprise Funds. Such assets and liabilities of each AXA Enterprise Fund are proposed to be exchanged for Class A Shares, Class B Shares, Class C Shares, Institutional Shares, ILA Service Shares, ILA B Shares or ILA C Shares and ILA Service Shares (in the case of Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio) of corresponding GST Fund having an aggregate value equal to the net asset value of the particular AXA Enterprise Fund’s Class A Shares, Class B Shares, Class C Shares or Class Y Shares, respectively, as of the Valuation Date. At the effective time of the reorganization, each corresponding GST Fund will distribute shares to each holder of the AXA Enterprise Fund’s shares in an amount equal in value to the shareholder’s AXA Enterprise Fund

- 2 -

 

shares as of the effective time of the reorganization and each AXA Enterprise Fund will completely liquidate (collectively, the “Reorganization”).
   Incorporation of Documents By Reference into the Statement of Additional Information
This Statement of Additional Information incorporates by reference the following documents:
     
(1)
  Statement of Additional Information dated March 1, 2006 with respect to the AXA Enterprise Funds (previously filed on EDGAR, Accession No. 0001193125-06-043402).
 
    
(2)
  Supplement dated October 1, 2006 to the Statement of Additional Information dated March 1, 2006 with respect to the AXA Enterprise Funds (previously filed on EDGAR, Accession No. 0001193125-06-202676).
 
    
(3)
  Supplement dated March 16, 2006 to the Statement of Additional Information dated March 1, 2006 with respect to the AXA Enterprise Funds (previously filed on EDGAR, Accession No. 0001193125-06-056147).
 
    
(4)
  The audited financial statements and related report of the independent registered public accounting firm included in the AXA Enterprise Funds Trust Annual Report to Shareholders for the fiscal year ended October 31, 2006 with respect to the AXA Enterprise Funds (previously filed on EDGAR, Accession No. 0001193125-07-003756). No other parts of the Annual Report are incorporated herein by reference.
 
    
(5)
  Statement of Additional Information dated December 29, 2006, as amended January 8, 2007, with respect to Class A Shares, Class B Shares, Class C Shares, Service Shares and Institutional Shares of the Goldman Sachs Balanced Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Structured Small Cap Equity Fund, Goldman Sachs Structured International Equity Fund, Goldman Sachs Capital Growth Fund, Goldman Sachs Small/Mid Cap Growth Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Small Cap Value Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Concentrated International Equity Fund, Goldman Sachs Japanese Equity Fund, Goldman Sachs International Small Cap Fund, Goldman Sachs Emerging Markets Equity Fund, Goldman Sachs Asia Equity Fund, Goldman Sachs BRIC Fund and Goldman Sachs Concentrated Growth Fund (previously filed on EDGAR, Accession No. 0000950123-07-000202).
 
    
(6)
  Statement of Additional Information dated February 28, 2006, as amended June 16, 2006, with respect to Class A Shares, Class B Shares, Class C Shares, Service Shares, Institutional Shares, Administration Shares and Separate Account Institutional Shares of the Goldman Sachs Enhanced Income Fund, Goldman Sachs Ultra-Short Duration Government Fund, Goldman Sachs Short Duration Government Fund, Goldman Sachs Short Duration Tax-Free Fund, Goldman Sachs Government Income Fund, Goldman Sachs Municipal Income Fund, Goldman Sachs California Intermediate AMT-Free Municipal Fund, Goldman Sachs New York Intermediate AMT-Free Municipal Fund, Goldman Sachs U.S. Mortgages Fund, Goldman Sachs

- 3 -

 

     
 
  Core Fixed Income Fund, Goldman Sachs Investment Grade Credit Fund, Goldman Sachs Global Income Fund, Goldman Sachs High Yield Municipal Fund, Goldman Sachs High Yield Fund and Goldman Sachs Emerging Markets Debt Fund (previously filed on EDGAR, Accession No. 0000950123-06-007805).
 
    
(7)
  Supplement dated January 19, 2007 and Statement of Additional Information dated January 19, 2007 with respect to Class A Shares, Class B Shares, Class C Shares, Service Shares and Institutional Shares of the Goldman Sachs Structured Small Cap Value Fund, Goldman Sachs Structured Small Cap Growth Fund and Goldman Sachs Strategic International Equity Fund (previously filed on EDGAR, Accession No. 0000950123-07-000569).
 
    
(8)
  Statement of Additional Information dated December 15, 2006 with respect to Class B Shares of the Goldman Sachs Enhanced Income Fund (previously filed on EDGAR, Accession No. 0000950123-06-012620).
 
    
(9)
  Statement of Additional Information dated April 28, 2006, as amended June 16, 2006, with respect to (i) ILA Shares, ILA Administration Shares, ILA Service Shares and ILA Cash Management Shares of: ILA Prime Obligations Portfolio, ILA Money Market Portfolio, ILA Treasury Obligations Portfolio, ILA Treasury Instruments Portfolio, ILA Government Portfolio, ILA Federal Portfolio, ILA Tax-Exempt Diversified Portfolio, ILA Tax-Exempt California Portfolio and ILA Tax-Exempt New York Portfolio; (ii) ILA Class B and Class C Shares of ILA Prime Obligations Portfolio; and (iii) FST Shares, FST Service Shares, FST Administration Shares, FST Preferred Shares, FST Select Shares and FST Capital Shares of: Goldman Sachs – Financial Square Prime Obligations Fund, Goldman Sachs – Financial Square Money Market Fund, Goldman Sachs – Financial Square Treasury Obligations Fund, Goldman Sachs – Financial Square Treasury Instruments Fund, Goldman Sachs — Financial Square Government Fund, Goldman Sachs – Financial Square Federal Fund, and Goldman Sachs — Financial Square Tax-Free Money Market Fund (previously filed on EDGAR, Accession No. 0000950123-06-007805).
 
    
(10)
  The audited financial statements and related report of the independent registered public accounting firm included in the Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended August 31, 2006 with respect to the Goldman Sachs Structured U.S. Equity Fund and Goldman Sachs Structured Large Cap Value Fund (previously filed on EDGAR, Accession No. 0000950123-06-013820). No other parts of the Annual Report are incorporated herein by reference.
 
    
(11)
  The audited financial statements and related report of the independent registered public accounting firm included in the Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended August 31, 2006 with respect to the Goldman Sachs Capital Growth Fund (previously filed on EDGAR, Accession No. 0000950123-06-013824). No other parts of the Annual Report are incorporated herein by reference.
 
    
(12)
  The audited financial statements and related report of the independent registered public accounting firm included in the Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended August 31, 2006 with respect to the Goldman Sachs Large Cap Value Fund and Goldman Sachs Growth and Income Fund (previously filed on EDGAR, Accession No. 0000950123-06-013826). No other parts of the Annual Report are incorporated herein by reference.
 
    
(13)
  The audited financial statements and related report of the independent registered public accounting firm included in the Goldman Sachs Trust Annual Report to

- 4 -

 

     
 
  Shareholders for the fiscal year ended October 31, 2006 with respect to the Goldman Sachs Government Income Fund (previously filed on EDGAR, Accession No. 0000950123-07-000670). No other parts of the Annual Report are incorporated herein by reference.
 
    
(14)
  The audited financial statements and related report of the independent registered public accounting firm included in the Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended October 31, 2006 with respect to the Goldman Sachs Enhanced Income Fund (previously filed on EDGAR, Accession No. 0000950123-07-000669). No other parts of the Annual Report are incorporated herein by reference.
 
    
(15)
  The audited financial statements and related report of the independent registered public accounting firm included in the Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended October 31, 2006 with respect to the Goldman Sachs High Yield Fund (previously filed on EDGAR, Accession No. 0000950123-07-000672). No other parts of the Annual Report are incorporated herein by reference.
 
    
(16)
  The audited financial statements and related report of the independent registered public accounting firm included in the Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended October 31, 2006 with respect to the Goldman Sachs Municipal Income Fund (previously filed on EDGAR, Accession No. 0000950123-07-000671). No other parts of the Annual Report are incorporated herein by reference.
 
    
(17)
  The audited financial statements and related report of the independent registered public accounting firm included in the Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended December 31, 2005 with respect to the Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio (previously filed on EDGAR, Accession No. 0000950123-06-002942). No other parts of the Annual Report are incorporated herein by reference.
 
    
(18)
  The unaudited financial statements included in the Goldman Sachs Trust Semi-Annual Report to Shareholders for the fiscal period ended June 30, 2006 with respect to the Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio (previously filed on EDGAR, Accession No. 0000950123-06-011242). No other parts of the Semi-Annual Report are incorporated herein by reference.
Pro Forma Financial Statements
     Under the Reorganization Agreement, each AXA Enterprise Fund is proposed to be reorganized into the GST Fund listed directly opposite such Fund in the table below.
     
AXA Enterprise Funds   GST Fund
AXA Enterprise Capital Appreciation Fund
  Goldman Sachs Structured U.S. Equity Fund
AXA Enterprise Deep Value Fund
  Goldman Sachs Large Cap Value Fund
AXA Enterprise Equity Fund
  Goldman Sachs Structured Large Cap Growth Fund

- 5 -

 

     
AXA Enterprise Funds   GST Fund
AXA Enterprise Equity Income Fund
  Goldman Sachs Growth and Income Fund
AXA Enterprise Growth & Income Fund
  Goldman Sachs Growth and Income Fund
AXA Enterprise International Growth Fund
AXA Enterprise Large Cap Growth Fund
  Goldman Sachs Strategic International Equity Fund
Goldman Sachs Capital Growth Fund
AXA Enterprise Small Company Growth Fund
  Goldman Sachs Structured Small Cap Growth Fund
AXA Enterprise Small Company Value Fund
  Goldman Sachs Structured Small Cap Value Fund
AXA Enterprise Government Securities Fund
  Goldman Sachs Government Income Fund
AXA Enterprise Short Duration Bond Fund
  Goldman Sachs Enhanced Income Fund
AXA Enterprise High-Yield Bond Fund
  Goldman Sachs High Yield Fund
AXA Enterprise Tax-Exempt Income Fund
  Goldman Sachs Municipal Income Fund
AXA Enterprise Money Market Fund
  Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio
     Shown below are unaudited pro forma financial statements for the combined Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Capital Growth Fund, Goldman Sachs Government Income Fund, Goldman Sachs Enhanced Income Fund and Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio, assuming the Reorganization, as more fully described in the combined Proxy Statement/Prospectus dated ___, 2007, had been consummated as of August 31, 2006 with respect to the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Growth and Income Fund, and Goldman Sachs Capital Growth Fund, October 31, 2006 with respect to the Goldman Sachs Enhanced Income Fund and Goldman Sachs Government Income Fund and June 30, 2006 with respect to the Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio. Pro forma financial information has not been prepared for the reorganization of the AXA Enterprise International Growth Fund, AXA Enterprise Small Company Growth Fund and AXA Enterprise Small Company Value Fund into the Goldman Sachs Strategic International Equity Fund, Goldman Sachs Structured Small Cap Growth Fund and Goldman Sachs Structured Small Cap Value Fund, respectively, because the AXA Enterprise Funds are being reorganized into newly organized GST Funds with no assets and liabilities that will commence investment operations upon completion of the Reorganization and continue the operations of the AXA Enterprise Funds. In addition no pro forma information has been prepared for the reorganization of the AXA Enterprise Deep Value Fund, AXA Enterprise Equity Fund, AXA Enterprise International Growth Fund, AXA Enterprise Large Cap Growth Fund (individual combination with Goldman Sachs Capital Growth Fund only), AXA Enterprise Small Company Growth Fund, AXA Enterprise Small Company Value Fund, AXA Enterprise High Yield Bond Fund and AXA Enterprise Tax-Exempt Income Fund because as of January 12, 2007, the net asset value of such AXA Enterprise Funds did not exceed 10% of the net asset value of the Goldman Sachs Large Cap Value Fund, Goldman Sachs Strategic International Equity Fund, Goldman Sachs Capital Growth Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Structured Small Cap Growth Fund, Goldman Sachs Structured Small Cap Value Fund, Goldman Sachs High Yield Fund and Goldman Sachs Municipal Income Fund, respectively, and, therefore pro forma financial information is not required.
     The Pro Forma Combined Schedules of Investments and the Pro Forma Combined Statements of Assets and Liabilities have been adjusted to give effect to the Reorganization as if the Reorganization had occurred on August 31, 2006 with respect to the Goldman Sachs Structured U.S. Equity Fund and Goldman Sachs Growth Income Fund, and Goldman Sachs Capital Growth Fund, October 31, 2006 with respect to the Goldman Sachs Enhanced Income Fund and Goldman Sachs Government Income Fund

- 6 -

 

and June 30, 2006 with respect to the Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio.
     The Pro Forma Combined Statements of Operations for the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Growth and Income Fund and Goldman Sachs Capital Growth Fund are for the twelve-months ended August 31, 2006 and have been adjusted to give effect to the Reorganization as if the Reorganization had occurred September 1, 2005. The Pro Forma Combined Statements of Operations for the Goldman Sachs Enhanced Income Fund and Goldman Sachs Government Income Fund are for the twelve-months ended October 31, 2006 and have been adjusted to give effect to the Reorganization as if the Reorganization had occurred November 1, 2005. The Pro Forma Combined Statements of Operations for the Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio are for the twelve-months ended June 30, 2006 and have been adjusted to give effect to the Reorganization as if the Reorganization had occurred July 1, 2005.
     The unaudited pro forma combined schedules and financial statements are presented for informational purposes only and do not purport to be indicative of the financial condition that actually would have resulted if the Reorganization had been consummated on August 31, 2006 with respect to the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Growth and Income Fund and Goldman Sachs Capital Growth Fund, October 31, 2006 with respect to the Goldman Sachs Enhanced Income Fund and Goldman Sachs Government Income Fund and June 30, 2006 as of the Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio. These pro forma numbers have been estimated in good faith based on information regarding the applicable AXA Enterprise Fund and GST Fund for the twelve month period ended August 31, 2006 with respect to the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Growth and Income Fund and Goldman Sachs Capital Growth Fund, October 31, 2006 with respect to the Goldman Sachs Enhanced Income Fund and Goldman Sachs Government Income Fund and June 30, 2006 with respect to the Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio.
     The following unaudited pro forma combined schedules and financial statements have been derived from the schedules and financial statements of certain AXA Enterprise Funds and GST Funds and such information has been adjusted to give effect to the Reorganization as if the Reorganization had occurred on August 31, 2006 with respect to the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Growth and Income Fund and Goldman Sachs Capital Growth Fund, October 31, 2006 with respect to the Goldman Sachs Enhanced Income Fund and Goldman Sachs Government Income Fund and June 30, 2006 with respect to the Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio. The unaudited pro forma schedules and financial statements should be read in conjunction with the financial statements and related notes of the particular GST Fund included in the Annual Reports to Shareholders for the fiscal year ended August 31, 2006 (with respect to the Goldman Sachs Structured U.S. Equity Fund,

- 7 -

 

Goldman Sachs Growth and Income Fund and Goldman Sachs Capital Growth Fund ), fiscal year ended October 31, 2006 (with respect to the Goldman Sachs Enhanced Income Fund and Goldman Sachs Government Income Fund and for the fiscal year ended December 31, 2005 (with respect to the Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio), each of which are incorporated herein by reference, and the financial statements and related notes of the AXA Enterprise Capital Appreciation Fund, AXA Enterprise Equity Income Fund, AXA Enterprise Large Cap Growth Fund, AXA Enterprise Government Securities Fund, AXA Enterprise Growth and Income Fund, AXA Enterprise International Growth Fund, AXA Enterprise Money Market Fund and AXA Enterprise Short Duration Bond Fund of the AXA Enterprise Funds included in its Annual Report to Shareholders for the fiscal year ended October 31, 2006 which is incorporated herein by reference. The combination of each AXA Enterprise Fund and its corresponding GST Fund will be accounted for as a tax-free reorganization.
     There are multiple pro forma financial statements for the combination of the (1) AXA Enterprise Capital Appreciation Fund, AXA Enterprise Multi-Manager Core Equity Fund and Goldman Sachs Structured U.S. Equity Fund; (2) AXA Enterprise Equity Income Fund, AXA Enterprise Growth and Income Fund and Goldman Sachs Growth and Income Fund; and (3) AXA Enterprise Growth Fund, AXA Enterprise Large Cap Growth Fund and Goldman Sachs Capital Growth Fund because it is possible (i) only one of the AXA Enterprise Fund or AXA Enterprise Multi-Manager Fund will approve its reorganization with its corresponding GST Fund or (ii) both the AXA Enterprise Fund and AXA Enterprise Multi-Manager Fund will approve the reorganization with the corresponding GST Fund. Therefore, pro forma financial statements for combined and individual combinations (except for the AXA Enterprise Large Cap Growth Fund and Goldman Sachs Capital Growth Fund for which individual combinations are not shown) are shown.

- 8 -

 

Pro Forma Combined Statement of Investments for the Goldman Sachs Structured U.S. Equity Fund and AXA Enterprise Capital Appreciation Fund
August 31, 2006 (Unaudited)
                                                                 
Shares   Description   Value
 
 
    AXA Enterprise                               AXA Enterprise            
    Capital                               Capital            
GS Structured   Appreciation           Pro Forma       GS Structured   Appreciation           Pro Forma
U.S. Equity Fund   Fund   Adjustments   Combined Fund        U.S. Equity Fund   Fund   Adjustments   Combined Fund
 
 
                               
Common Stocks - 97.3%
                                
                               
Aerospace & Defense - 4.5%
                                
  —       164,398       —       164,398    
General Dynamics Corp.
   $ —     $ 11,105,085     $ —     $ 11,105,085  
  —       93,126       —       93,126    
Locheed Martin Corp.
     —       7,692,208       —       7,692,208  
  371,000       —       —       371,000    
Northrop Grumman Corp.
     24,786,510       —       —       24,786,510  
  330,573       —       —       330,573    
The Boeing Co.
     24,759,918       —       —       24,759,918  
  71,600       100,542       —       172,142    
United Technologies Corp.
     4,490,036       6,304,989       —       10,795,025  
                                     
                               
 
     54,036,464       25,102,282       —       79,138,746  
                                     
                               
Air Freight & couries - 0.8%
                                
  —       144,176       —       144,176    
Fedex Corp
     —       14,566,101       —       14,566,101  
                                     
                               
Automobiles - 0.4%
                                
  —       57,541       —       57,541    
Toyota Motor Corp.
     —       6,233,992       —       6,233,992  
                                     
                               
Banks - 7.5%
                                
  947,884       —       —       947,884    
Bank of America Corp.
     48,787,590       —       —       48,787,590  
  324,944       —       —       324,944    
Hudson City Bankcorp, Inc.
     4,243,769       —       —       4,243,769  
  32,288       —       —       32,288    
M&T Bank Corp.
     3,953,988       —       —       3,953,988  
  38,400       —       —       38,400    
Mercantile Bankshares Corp.
     1,418,112       —       —       1,418,112  
  132,900       —       —       132,900    
Regions Financial Corp.
     4,783,071       —       —       4,783,071  
  467,475       —       —       467,475    
U.S. Bancorp
     14,991,923       —       —       14,991,923  
  38,448       —       —       38,448    
UnionBanCal Corp.
     2,303,035       —       —       2,303,035  
  133,025       —       —       133,025    
Wachovia Corp.
     7,267,156       —       —       7,267,156  
  31,900       —       —       31,900    
Washington Mutual, Inc.(a)
     1,336,291       —       —       1,336,291  
  1,019,112       249,541       —       1,268,653    
Wells Fargo & Co.
     35,414,142       8,671,550       —       44,085,692  
                                     
                               
 
     124,499,077       8,671,550       —       133,170,627  
                                     
                               
Beverages - 0.1%
                                
  —       29,451       —       29,451    
Pepsico Inc.
             1,922,561               1,922,561  
                                     
                               
Biotechnology - 3.4%
                                
  311,800       —       —       311,800    
Amgen, Inc. *
     21,180,574       —       —       21,180,574  
  183,472       —       —       183,472    
Celgene Corp.*
     7,465,476       —       —       7,465,476  
  —       135,009       —       135,009    
Amalyn Pharmaceutical Co.
     —       6,119,958       —       6,119,958  
  —       249,257       —       249,257    
Genentech
     —       20,568,688       —       20,568,688  
  —       81,614       —       81,614    
Genzyme Corp.
     —       5,405,295       —       5,405,295  
                                     
                               
 
     28,646,050       32,093,941       —       60,739,991  
                                     
                               
Chemicals - 2.5%
                                
  —       10,289       —       10,289    
Air Products and Chemicals
             682,058       —       682,058  
  163,265       —       —       163,265    
Ashland, Inc.
     10,308,552       —       —       10,308,552  
  527,352       138,416       —       665,768    
Monsanto Co.
     25,017,579       6,566,455       —       31,584,034  
  —       17,570       —       17,570    
Praxair Inc.
             1,008,694       —       1,008,694  
                                     
                               
 
     35,326,131       8,257,207       —       43,583,338  
                                     
                               
Commercial Services & Supplies - 1.1%
                                
  45,817       —       —       45,817    
Global Payments, Inc.
     1,743,337       —       —       1,743,337  
  202,484       —       —       202,484    
Manpower, Inc.
     11,968,829       —       —       11,968,829  
  174,486       —       —       174,486    
Waste Management, Inc.
     5,981,380       —       —       5,981,380  
                                     
                               
 
     19,693,546       —       —       19,693,546  
                                     
                               
Communications Equipment - 2.9%
                                
  1,756,400       —       —       1,756,400    
Cisco Systems, Inc.*
     38,623,236       —       —       38,623,236  
  —       174,901       —       174,901    
Motorola Inc.
     —       4,089,185       —       4,089,185  
  —       162,444       —       162,444    
Qualcomm
     —       6,119,265       —       6,119,265  
  303,900       —       —       303,900    
Tellabs, Inc.*
     3,096,741       —       —       3,096,741  
                                     
                               
 
     41,719,977       10,208,450       —       51,928,427  
                                     
                               
Computers & Peripherals - 2.0%
                                
  947,700       —       —       947,700    
Hewlett-Packard Co.
     34,647,912       —       —       34,647,912  
                                     
                               
Diversified Financials - 8.1%
                                
  143,500       —       —       143,500    
AmeriCredit Corp.* (a)
     3,370,815       —       —       3,370,815  
  35,000       —       —       35,000    
Ameriprise Financial, Inc.
     1,600,550       —       —       1,600,550  
  189,770       —       —       189,770    
Citigroup, Inc.
     9,365,150       —       —       9,365,150  
  392,200       —       —       392,200    
Countrywide Financial Corp.
     13,256,360       —       —       13,256,360  
  —       91,081       (91,081 )     —    
Goldman Sachs Group Inc.
     —       13,539,190       (13,539,190 )     —  
  885,300       —       —       885,300    
J.P. Morgan Chase & Co.
     40,422,798       —       —       40,422,798  
  —       190,160       —       190,160    
Lehman Brothers Holding Group Inc.
     —       12,134,110       —       12,134,110  
  337,599       —       —       337,599    
Merrill Lynch & Co., Inc.
     24,823,654       —       —       24,823,654  
  176,000       —       —       176,000    
Principal Financial, Inc.
     9,370,240       —       —       9,370,240  
  —       280,140       —       280,140    
UBS AG
     —       15,903,548       —       15,903,548  
                                     
                               
 
     102,209,567       41,576,848       (13,539,190 )     130,247,225  
                                     
                               
Diversified Telecommunications - 2.3%
                                
  476,800       —       —       476,800    
AT&T, Inc.
     14,842,784       —       —       14,842,784  
  194,300       —       —       194,300    
CenturyTel, Inc.
     7,737,026       —       —       7,737,026  
  257,763       —       —       257,763    
Embarq Corp.
     12,153,525       —       —       12,153,525  
  332,330       —       —       332,330    
Sprint Nextel Corp.
     5,623,024       —       —       5,623,024  
                                     
                               
 
     40,356,359       —       —       40,356,359  
                                     
                               
Electric Utilities - 3.3%
                                
  160,000       —       —       160,000    
American Electric Power Co., Inc.* (a)
     5,836,800       —       —       5,836,800  
  64,000       —       —       64,000    
FirstEnergy Corp.
     3,651,840       —       —       3,651,840  
  539,948       —       —       539,948    
PG&E Corp.
     22,640,020       —       —       22,640,020  
  388,701       —       —       388,701    
TXU Corp.
     25,735,893       —       —       25,735,893  
                                     
                               
 
     57,864,553       —       —       57,864,553  
                                     
                               
Electrical Equipment - 0.4%
                                
  116,100       —       —       116,100    
Energizer Holdings, Inc. * (a)
     7,762,446       —       —       7,762,446  
                                     
                               
Electronic Equipment & Services - 0.1%
             —       —          
  123,200       —       —       123,200    
Ingram Micro, Inc.*
     2,217,600       —       —       2,217,600  
                                     
                               
Energy Equipment & Services - 1.2%
                                
  65,200       —       —       65,200    
Dresser-Rand Group, Inc.*
     1,333,340       —       —       1,333,340  
  —       240,624       —       240,624    
Halliburton Co.
     —       7,849,155       —       7,849,155  
  49,900       134,594       —       184,494    
Schlumberger Ltd.(a)
     3,058,870       8,250,612       —       11,309,482  
                                     
                               
 
     4,392,210       16,099,767       —       20,491,977  
                                     
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                 
Shares   Description   Value
 
 
    AXA Enterprise                               AXA Enterprise            
    Capital                               Capital            
GS Structured   Appreciation           Pro Forma       GS Structured   Appreciation           Pro Forma
U.S. Equity Fund   Fund   Adjustments   Combined Fund        U.S. Equity Fund   Fund   Adjustments   Combined Fund
 
 
                               
Food & Drug Retailing - 0.6%
                                
  221,500       —       —       221,500    
Safeway, Inc.(a)
     6,850,995       —       —       6,850,995  
  —       69,456       —       69,456    
Wallgreen Co.
     —       3,435,294       —       3,435,294  
                                     
                               
 
     6,850,995       3,435,294       —       10,286,289  
                                     
                               
Food Products - 2.5%
                                
  602,751       167,937       —       770,688    
Archer-Daniels-Midland Co.
     24,815,259       6,913,966       —       31,729,225  
  195,200       —       —       195,200    
Kraft Foods, Inc.(a)
     6,619,232       —       —       6,619,232  
  442,300       —       —       442,300    
Tyson Foods, Inc.
     6,515,079       —       —       6,515,079  
                                     
                          —    
 
     37,949,570       6,913,966       —       44,863,536  
                                     
                               
Healthcare Equipment & Supplies - 0.8%
                                
  364,800       —       —       364,800    
Applera Corp. — Applied Biosystems Group
     11,181,120       —       —       11,181,120  
  19,900       —       —       19,900    
Becton, Dickinson and Co.
     1,387,030       —       —       1,387,030  
  17,776       —       —       17,776    
Fisher Scientific International, Inc.*
     1,390,616       —       —       1,390,616  
                                     
                               
 
     13,958,766       —       —       13,958,766  
                                     
                               
Healthcare Providers & Services - 5.1%
                                
  522,569       —       —       522,569    
AmerisourceBergen Corp.
     23,076,647       —       —       23,076,647  
  71,600       —       —       71,600    
Caremark Rx, Inc.
     4,148,504       —       —       4,148,504  
  61,300       —       —       61,300    
Express Scripts, Inc.*
     5,154,104       —       —       5,154,104  
  130,000       —       —       130,000    
Humana, Inc.*
     7,920,900       —       —       7,920,900  
  414,000       —       —       414,000    
McKesson Corp.
     21,031,200       —       —       21,031,200  
  —       37,136       —       37,136    
Quest Diagnostice Inc.
     —       2,387,102       —       2,387,102  
  —       520,828       —       520,828    
United Health Group Inc.
     —       27,057,015       —       27,057,015  
                                     
                               
 
     61,331,355       29,444,117       —       90,775,472  
                                     
                               
Hotels, Restaurants & Leisure - 3.3%
                                
  38,941       —       —       38,941    
Darden Restaurants, Inc.
     1,378,511       —       —       1,378,511  
  —       123,438       —       123,438    
Four Seasons Hotel
     —       7,790,172       —       7,790,172  
  —       116,183       —       116,183    
Las Vegas Sands Corp.
     —       8,110,735       —       8,110,735  
  37,400       —       —       37,400    
Marriott International, Inc.
     1,408,484       —       —       1,408,484  
  37,500       —       —       37,500    
McDonald’s Corp.
     1,346,250       —       —       1,346,250  
  —       251,948       —       251,948    
MGM Mirage Inc.
     —       8,989,505       —       8,989,505  
  287,000       182,759       —       469,759    
Starbucks Corp.*
     8,899,870       5,667,357       —       14,567,227  
  —       51,077       —       51,077    
Station Casinos Inc.
     —       2,975,235       —       2,975,235  
  —       46,474       —       46,474    
Wynn Resorts
     —       3,597,552       —       3,597,552  
  —       163,697       —       163,697    
Yum Brands Inc.
     —       8,001,509       —       8,001,509  
                                     
                               
 
     13,033,115       45,132,065       —       58,165,180  
                                     
                               
Household Durables - 2.5%
                                
  117,263       —       —       117,263    
Colgate-Palmolive Co.
     7,019,363       —       —       7,019,363  
  —       93,246       —       93,246    
KB Home
     —       3,987,199       —       3,987,199  
  —       94,255       —       94,255    
Lennar Corp.
     —       4,226,394       —       4,226,394  
  220,569       263,577       —       484,146    
Procter & Gamble Co.
     13,653,221       16,315,416       —       29,968,637  
                                     
                               
 
     20,672,584       24,529,009       —       45,201,593  
                                     
                               
Household Products - 2.5%
                                
  952,320       —       —       952,320    
General Electric Co.
     32,436,019       —       —       32,436,019  
  196,412       —       —       196,412    
Reynolds American, Inc. (a)
     12,780,529       —       —       12,780,529  
                                     
                               
 
     45,216,548       —       —       45,216,548  
                                     
                               
Insurance - 5.2%
                                
  135,227       —       —       135,227    
AMBAC Financial Group, Inc.
     11,709,306       —       —       11,709,306  
  594,600       90,398       —       684,998    
Genworth Financial, Inc.
     20,472,078       3,112,403       —       23,584,481  
  628,988       —       —       628,988    
Loews Corp.
     24,203,459       —       —       24,203,459  
  263,221       —       —       263,221    
MBIA, Inc. (a)
     16,222,310       —       —       16,222,310  
  —       147,944       —       147,944    
Progressive Corp.
     —       3,637,943       —       3,637,943  
  102,600       —       —       102,600    
Radian Group, Inc.
     6,143,688       —       —       6,143,688  
  123,000       —       —       123,000    
The Chubb Corp.
     6,169,680       —       —       6,169,680  
                                     
                               
 
     84,920,521       6,750,346       —       91,670,867  
                                     
                               
Internet Software & Services - 1.3%
                                
  58,900       —       —       58,900    
Google, Inc., Class A *
     22,295,417       —       —       22,295,417  
                                     
                               
IT Consulting & Services - 1.5%
                                
  482,018       —       —       482,018    
Computer Sciences Corp. *
     22,838,013                       22,838,013  
  89,400       —       —       89,400    
First Data Corp.
     3,841,518                       3,841,518  
                                     
                               
 
     26,679,531       —       —       26,679,531  
                                     
                               
Machinery - 0.7%
                                
  —       145,096       —       145,096    
Caterpillar Inc.
     —       9,627,120       —       9,627,120  
  62,580       —       —       62,580    
Illinois Tool Works, Inc.
     2,747,262       —       —       2,747,262  
                                     
                               
 
     2,747,262       9,627,120       —       12,374,382  
                                     
                               
Media - 6.0%
                                
  782,281       —       —       782,281    
CBS Corp. Class B
     22,334,123       —       —       22,334,123  
  485,783       —       —       485,783    
Clear Channel Communications, Inc.
     14,107,138       —       —       14,107,138  
  —       446,314       —       446,314    
Comcast Corp.
     —       15,620,990       —       15,620,990  
  70,500       —       —       70,500    
The McGraw-Hill Companies., Inc.
     3,941,655       —       —       3,941,655  
  666,132       —       —       666,132    
The Walt Disney Co.
     19,750,814       —       —       19,750,814  
  1,795,258       —       —       1,795,258    
Time Warner, Inc.
     29,837,188       —       —       29,837,188  
                                     
                               
 
     89,970,918       15,620,990       —       105,591,908  
                                     
                               
Metals & Mining - 0.1%
                                
  26,700       —       —       26,700    
Newmont Mining Corp.
     1,368,375       —       —       1,368,375  
                                     
                               
Multiline Retail - 0.9%
                                
  53,504       —       —       53,504    
Costco Wholesale Corp.
     11,241,297       —       —       11,241,297  
  20,200       —       —       20,200    
Target Corp
     —       5,079,837       —       5,079,837  
                                     
  407,744       —       —       407,744    
 
     11,241,297       5,079,837       —       16,321,134  
                                     
  19,337       —       —       19,337    
Oil & Gas - 7.9%
                                
  1,020,216       —       —       1,020,216    
Anadarko Petroleum Corp.
     2,509,873       —       —       2,509,873  
  —       154,454       —       154,454    
Apache Corp.
     1,318,656       —       —       1,318,656  
  235,400       —       —       235,400    
Devon Energy Corp.(a)
     25,479,922       —       —       25,479,922  
  53,367       —       —       53,367    
EOG Resources, Inc.
     1,253,424       —       —       1,253,424  
  313,900       —       —       313,900    
Exxon Mobil Corp.
     69,038,017       —       —       69,038,017  
                               
Peabody Energy Corp.
     —       6,806,788       —       6,806,788  
                               
Sunoco, Inc.
     16,927,614       —       —       16,927,614  
  240,250       —       —       240,250    
Ultra Petroleum Corp.*
     2,649,138       —       —       2,649,138  
  —       104,977       —       104,977    
XTO Energy, Inc.
     14,367,203       —       —       14,367,203  
                                     
                               
 
     133,543,847       6,806,788       —       140,350,635  
                                     
                               
Pharmaceuticals - 5.3%
                                
  —       105,827       —       105,827    
Abbot Labs
     —       5,153,775       —       5,153,775  
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                 
Shares   Description   Value
 
 
        AXA Enterprise Capital                               AXA Enterprise Capital            
GS Structured   Appreciation           Pro Forma       GS Structured   Appreciation           Pro Forma
U.S. Equity Fund   Fund   Adjustments   Combined Fund        U.S. Equity Fund   Fund   Adjustments   Combined Fund
 
 
  29,000       —       —       29,000    
Forest Laboratories, Inc.*
     1,449,420       —       —       1,449,420  
  41,437       —       —       41,437    
Johnson & Johnson
     2,679,317       —       —       2,679,317  
  660,745       —       —       660,745    
Merck & Co., Inc.
     26,793,210       —       —       26,793,210  
  1,660,615       —       —       1,660,615    
Pfizer, Inc.
     45,766,549       —       —       45,766,549  
  259,800       —       —       259,800    
Wyeth
     12,652,260       —       —       12,652,260  
                                     
                               
 
     89,340,756       5,153,775       —       94,494,531  
                                     
                               
Real Estate - 1.0%
                                
  32,500       —       —       32,500    
Archstone-Smith Trust (REIT)
     1,728,350       —       —       1,728,350  
  —       21,076       —       21,076    
CB Richard Ellis Group
     —       484,748       —       484,748  
  163,900       —       —       163,900    
Equity Office Properties Trust (REIT)
     6,079,051       —       —       6,079,051  
  33,800       —       —       33,800    
Kimco Realty Corp. (REIT)
     1,404,390       —       —       1,404,390  
  88,383       —       —       88,383    
New Century Financial Corp. (REIT)(a)
     3,421,306       —       —       3,421,306  
  18,800       —       —       18,800    
SL Green Realty Corp.
     2,097,328       —       —       2,097,328  
  —       52,387       —       52,387    
ST Joe Co.
     —       2,669,642       —       2,669,642  
                                     
                               
 
     14,730,425       3,154,390       —       17,884,815  
                                     
                               
Road & Rail - 2.5%
                                
  —       178,174       —       178,174    
Burlington Northern Santa Fe
     —       11,928,749       —       11,928,749  
  343,200       —       —       343,200    
CSX Corp.
     10,371,504       —       —       10,371,504  
  111,600       —       —       111,600    
Norfolk Southern Corp.
     4,768,668       —       —       4,768,668  
  97,830       106,300       —       204,130    
Union Pacific Corp.
     7,860,640       8,541,205       —       16,401,845  
                                     
                               
 
     23,000,812       20,469,954       —       43,470,766  
                                     
                               
Semiconductor Equipment & Products - 1.7%
                                
  754,367       148,212       —       902,579    
Texas Instruments, Inc.
     24,584,821       4,830,229       —       29,415,050  
                                     
                               
Software - 2.0%
                                
  1,188,240       —       —       1,188,240    
Microsoft Corp.
     30,525,885       —       —       30,525,885  
  296,556       —       —       296,556    
Synopsys, Inc.*
     5,622,702       —       —       5,622,702  
                                     
                               
 
     36,148,587       —       —       36,148,587  
                                     
                               
Specialty Retail - 3.1%
                                
  542,775       —       —       542,775    
AutoNation, Inc.*
     10,546,118       —       —       10,546,118  
  528,431       —       —       528,431    
Circuit City Stores, Inc.
     12,476,256       —       —       12,476,256  
  —       351,276       —       351,276    
Loew’s Co.Inc.
     —       9,505,529       —       9,505,529  
  589,787       —       —       589,787    
Office Depot, Inc.*
     21,727,753       —       —       21,727,753  
  69,100       —       —       69,100    
United Rentals, Inc.*
     1,496,706       —       —       1,496,706  
                                     
                               
 
     46,246,833       9,505,529       —       55,752,362  
                                     
                               
Textiles & Apparel - 0.1%
                                
  75,602       —       —       75,602    
Jones Apparel Group, Inc.
     2,366,343       —       —       2,366,343  
                                     
                               
Tobacco - 0.4%
                                
  144,200       —       —       144,200    
UST, Inc.
     7,622,412       —       —       7,622,412  
                                     
                               
Wireless Telecommunication Services - 0.5%
                                
  44,910       —       —       44,910    
United States Cellular Corp. *
     2,692,355       —       —       2,692,355  
  —       160,395       —       160,395    
America Movil SA ADR
     —       5,984,337       —       5,984,337  
                                     
                               
 
     2,692,355       5,984,337       —       8,676,692  
                                     
                               
TOTAL COMMON STOCKS
(Cost $1,235,129,943, $312,322,140, $(13,182,842) and $1,534,269,241 respectively) - (Including $54,679,277, $0, $0 and $54,649,277 of securities on loan, respectively)
   $ 1,371,885,337     $ 367,170,445     $ (13,539,190 )   $ 1,725,516,592  
                                     
 
Principal Amount
   Interest Rate           Maturity Date   Value
 
 
                               
Time Deposits - 1.2%
                                
  —       22,076,954       —       22,076,954    
JP Morgan Chase Nassau
     —       22,076,954       —       22,076,954  
                                     
                               
 
                                
                               
TOTAL Time Deposits
(Cost $0, $22,079,954, $0 and $22,079,954 respectively)
   $ —     $ 22,076,954     $ —     $ 22,076,954  
                                     
                               
Repurchase Agreement (b) - 0.6%
                                
  10,900,000     $ —     $ —     $ 10,900,000    
Joint Repurchase Agreement Account II 5.28% 09/01/2006 Maturity Value $10,901,599 (Cost $10,900,000, $0, $0 and $10,900,000 respectively)
   $ 10,900,000     $ —     $ —     $ 10,900,000  
                                     
                               
TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL
(Cost $1,246,029,943, $334,399,094, $(13,182,842) and $1,567,246,195 respectively)
   $ 1,382,785,337     $ 389,247,399     $ (13,539,190 )   $ 1,758,493,546  
                                     
 
Shares
   Description   Value
 
 
                               
Securities Lending Collateral - 4.8%
                                
          28,958,492               28,958,492    
HSBC Securities Repo
             28,958,492               28,958,492  
  55,463,875       —       —       55,463,875    
Boston Global Investment Trust — Enhanced Portfolio
   $ 55,463,875                       55,463,875  
                               
TOTAL SECURITIES LENDING COLLATERAL
(Cost $55,463,875, $28,958,492, $0, and $84,422,367 respectively)
   $ 55,463,875     $ 28,958,492     $ —     $ 84,422,367  
                                     
 
                               
(Cost $1,301,493,818, $334,399,094, $(13,1182,842) and 1,622,710,127, respectively) - 103.9%
   $ 1,438,249,212     $ 418,205,891     $ (13,539,190 )   $ 1,842,915,913  
                                     
 
                               
LIABILITIES IN EXCESS OF OTHER ASSETS - 3.9%
   $ (54,242,385 )   $ (29,014,476 )   $ 13,539,190     $ (69,717,671 )
 
                               
Net Assets - 100.0%
   $ 1,384,006,827     $ 389,191,415     $ —     $ 1,773,198,242  
                                     
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 the security is on loan.
(b) Repurchase agreement was entered into on August 31, 2006.
The accompanying notes are an integral part of these pro forma financial statements.

 

 

 
ADDITIONAL INVESTMENT INFORMATION
 
FUTURES CONTRACTS — At August 31, 2006, the following futures contracts were open as follows:
                             
    Number of   Settlement           Unrealized
Type   Contracts Long   Month   Market Value   Gain
S & P Mini 500 Index
    183     September 2006   $ 11,946,240     $ 156,153  
 

 

 

Pro Forma Combined Statement of Assets and Liabilities
For the Goldman Sachs Structured U.S. Equity Fund and the AXA Enterprise Capital Appreciation Fund
August 31, 2006 (Unaudited)
                                 
    Goldman Sachs     AXA Enterprise Capital                
    Structured U.S.     Appreciation             Pro Forma  
    Equity Fund     Fund     Adjustments     Combined Fund  
 
  
   
   
   
 
Assets:
                                
Investments in securities, at value (identified cost $1,246,029,943, 334,399,094, ($13,182,842) and $1,567,246,195, respectively) — (including $54,679,277, $0, $0 and $54,679,277 of securities on loan, respectively)
   $ 1,382,785,337     $ 367,170,445     $ (13,539,190 )(d)   $ 1,736,416,592  
Investments in short term securities, at value (cost $0, $22,076,954, $0 and $22,076,954 respectively)
     —       22,076,954       —       22,076,954  
Securities Lending collateral, at value (cost $55,463,875, $28,958,492, $0 and $84,422,367 respectively)
     55,463,875       28,958,492       —       84,422,367  
Cash
     1,255,099 (a)     1,411,545       —       2,666,644  
Foreign Currenies, at value (cost $0, $0, $0 and $0 respectively
     —       139       —       139  
Receivables:
                                
Investment securities sold, at value
     —       256,317       13,539,190 (d)     13,795,507  
Fund shares sold
     1,583,615       661,404       —       2,245,019  
Dividends and Interest, at value
     3,231,402       310,523       —       3,541,925  
Reclaim receivable
     —       46,315       —       46,315  
Due from broker
     4,575       —       —       4,575  
Reimbursement from adviser
     64,844       —       —       64,844  
Securities lending income
     6,244       —       —       6,244  
Other assets
     5,299       80,750       —       86,049  
 
                        
Total assets
     1,444,400,290       420,972,884       —       1,865,373,174  
 
                        
 
                                
Liabilities:
                                
Payables:
                                
Investment securities purchased
     —       1,975,249       —       1,975,249  
Payable upon return of securities loaned
     55,463,875       28,958,492       —       84,422,367  
Fund shares repurchased
     3,553,123       348,691       —       3,901,814  
Amounts owed to affiliates
     951,181       276,442       —       1,227,623  
Accrued expenses
     425,284       222,595       —       647,879  
 
                        
Total liabilities
     60,393,463       31,781,469       —       92,174,932  
 
                        
 
                                
Net Assets:
                                
Paid-in capital
     1,219,511,120       363,626,736       —       1,583,137,856  
Accumulated undistributed net investment income (loss)
     9,432,894       (2,368,760 )     —       7,064,134  
Accumulated net realized gain (loss) on investments and futures transactions
     18,151,267       (26,915,005 )     362,238       (8,401,500 )
Net unrealized gain on investments and futures
     136,911,546       54,848,305       (362,238 )     191,397,613  
 
                        
Net unrealized gain on Foreign Exchange
     —       139       —       139  
 
                        
Net Assets
   $ 1,384,006,827       389,191,415       —       1,773,198,242  
 
                        
 
                                
 
Net Assets:
                                
Class A
   $ 611,999,464     $ 192,169,019     $ —     $ 804,168,483  
Class B
     78,109,902       67,065,118       —       145,175,020  
Class C
     36,628,284       64,690,343       —       101,318,627  
Institutional
     644,250,108       65,266,935       —       709,517,043  
Service
     13,019,069       —       —       13,019,069  
 
Shares Outstanding:
                                
Class A
     19,250,586       5,638,670       406,051 (b)     25,295,307  
Class B
     2,610,560       2,139,636       101,790 (b)     4,851,986  
Class C
     1,230,033       2,005,725       166,674 (b)     3,402,432  
Institutional
     19,835,225       1,832,927       176,517 (b)     21,844,669  
Service
     413,263       —       —       413,263  
 
Total shares outstanding, $0.001 par value (unlimited number of share authorized
     43,339,667       11,616,959       851,031 (b)     55,807,657  
 
Net assets value, offering and redemption price per share:(c)
                                
Class A
   $ 31.79     $ 34.08     $ 2.29     $ 31.79  
Class B
     29.92       31.34       1.42       29.92  
Class C
     29.78       32.25       2.47       29.78  
Institutional
     32.48       35.61       3.13       32.48  
Service
     31.50       —       —       31.50  
 
     
(a)   Includes restricted cash of $1,225,000 relating to initial margin requirements on futures transactions.
 
(b)   Adjustment to reflect reduction of shares based on Structured U.S. Equity Fund’s NAV.
 
(c)   Maximum public offering price per share (NAV per share multiplied by 1.0582) for Class A Shares is $33.64, $36.06, and $33.64 for the Structured U.S. Equity Fund and the AXA Capital Appreciation Fund, respsectively.

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 pro forma financial statements.

 

 

Pro Forma Combined Statement of Operations
For the Goldman Sachs Structured U.S. Equity Fund and the AXA Enterprise Capital Appreciation Fund
For year ended August 31, 2006 (Unaudited)
                                 
    Goldman Sachs                      
    Structured U.S.     AXA Enterprise Capital             Pro Forma  
    Equity Fund     Appreciation Fund     Adjustments   Combined Fund  
 
  
   
   
 
 
Investment Income:
                                
Dividends (Net of foreign witholding tax of $0, $45,484, $0 and $45,484, respectively)
   $ 18,208,337     $ 3,079,598     $ —     $ 21,287,935  
Interest (including securities lending income of $45,910, $72,313, $0, and $118,223 respectively)
     465,974       545,998       —       1,011,972  
 
                                
Total income
     18,674,311       3,625,596       —       22,299,907  
 
                                
Expenses:
                                
Management fees
     6,790,112       2,889,236       (497,688 )(a)     9,181,660  
Administrative fees
     —       227,175       (227,175 )(b)     —  
Distribution and service fees
     2,612,081       2,294,358       (394,034 )(b)     4,512,405  
Transfer Agent fees
     1,405,893       921,511       (257,356 )(b)     2,070,049  
Custody and accounting fees
     212,103       6,605       41,627   (b)     260,335  
Printing fees
     90,105       133,458       (116,383 )(b)     107,180  
Registration fees
     75,006       72,501       (58,287 )(b)     89,220  
Audit fees
     47,999       28,372       (23,572 )(b)     52,799  
Legal fees
     18,533       59,796       (56,089 )(b)     22,240  
Trustee fees
     15,230       55,596       (55,596 )(b)     15,230  
Service share fees
     54,938       —       2   (b)     54,940  
Other
     121,636       86,957       (52,381 )(b)     156,212  
 
                                
Total expenses
     11,443,636       6,775,565       (1,696,932 )     16,522,269  
Less — expense reductions
     (1,628,072 )     (100,912 )     (348,214 )(c)     (2,077,198 )
 
                                
Net Expenses
     9,815,564       6,674,653       (2,045,146 )     14,445,071  
 
                                
Net Investment Income (loss)
     8,858,747       (3,049,057 )     2,045,146       7,854,836  
 
                                
 
                                
Realized and unrealized gain (loss) on investment and futures transactions:
                                
Net realized gain from:
                                
Investment transactions
     71,738,092       33,549,820       100,612       105,388,524  
Futures transactions
     (36,059 )     —       —       (36,059 )
Net change in unrealized gain (loss) on:
                                
Investments
     9,763,484       (27,179,139 )     —       (17,415,655 )
Futures
     137,231       —       —       137,231  
 
                                
Net realized and unrealized gain on investment and futures transactions
     81,602,748       6,370,681       100,612       88,074,041  
 
                                
 
                                
Net Increase in Net Assets Resulting from Operations
   $ 90,461,495     $ 3,321,624     $ 2,145,758     $ 95,928,877  
 
                                
 
(a)   Adjustment to reduce management fee based on Structured U.S. Equity Fund rates.
 
(b)   Adjustments to reflect the anticipated adjustment as a result of consolidation of transfer agent, printing, custody and accounting and other services.
 
(c)   Adjustment to reflect increase in expense reduction based on Structured U.S. Equity Fund current expense cap and waivers.
The accompanying notes are an integral part of these pro forma financial statements.

 

 

GOLDMAN SACHS STRUCTURED U.S. EQUITY FUND
Notes to Pro Forma Financial Statements
For the Twelve Months Ended August 31, 2006 (Unaudited)
1. ORGANIZATION
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 the Goldman Sachs Structured U.S. Equity Fund (the “Fund”). The Fund is a diversified portfolio offering five classes of shares — Class A, Class B, Class C, Institutional and Service. Class A shares of the Fund are sold with a front-end sales charge of up to 5.50%. Class B shares of the Fund 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 Fund are sold with a contingent deferred sales charge of 1.00% during the first 12 months. Institutional and Service Class shares of the Fund are not subject to a sales charge.
AXA Enterprise Funds Trust(the “Enterprise Trust”) is registered under the Act as an open-end management investment company. The Enterprise Trust currently has sixteen active investment portfolios, including the Capital Appreciation Portfolio (the “Portfolio”) which offers four classes of shares—Class A, B, C, and Y.
2. BASIS OF COMBINATION
The unaudited pro forma Statement of Investments, Statement of Assets and Liabilities, and Statement of Operations ( “pro forma statements” ) reflect the accounts of the Fund as if the proposed reorganization occurred as of and for the twelve months ended August 31, 2006. Class A of the Portfolio will be combined with Class A of the Fund, Class B of the Portfolio will be combined with Class B of the Fund, Class C of the Portfolio will be combined with Class C of the Fund and Class Y of the Portfolio will be combined with Institutional Class of the Fund. These pro forma statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the period shown.
The Fund will be the accounting survivor for financial reporting purposes. The Plan of Reorganization provides for a tax-free acquisition of the Portfolio into the Fund. The acquisition is expected to be completed in April 2007.
3. SHARES OF BENEFICIAL INTEREST
These pro forma statements give effect to the proposed transaction whereby all assets of the Portfolio will be exchanged for shares of the Fund. The Fund will assume the liabilities, if any, of the Portfolio. Immediately thereafter, shares of the Fund will be distributed to the shareholders of the Portfolio. The Portfolio will be subsequently terminated.
The pro forma net asset value per share assumes the issuance of additional shares of the Fund, which would have been issued on August 31, 2006 in connection with the proposed reorganization. The amount of additional shares assumed to be issued under the reorganization was calculated based on the August 31, 2006 net assets of the Fund and the net asset value per share of the Fund. These amounts are summarized as follows:
                                 
    Class A
     Class B
     Class C
     Institutional
  
Shares Issued
     6,044,721       2,241,425       2,172,399       2,009,444  
Net Assets 08/31/2006
   $ 192,169,019     $ 67,065,118     $ 64,690,343     $ 65,266,936  
Pro Forma Net Asset Value 08/31/2006
   $ 31.79     $ 29.92     $ 29.78     $ 32.48  
4. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.
A. Investment Valuation — Investments in equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system or for investments in securities traded on a foreign securities exchange for which an independent fair value service

 

 

is not available are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, such securities are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/dealer-supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other than those that are exchange traded) are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed not to reflect market value by the Investment Adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.
B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified-cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted. In addition, it is the Fund’s policy to accrue for estimated capital gains taxes on foreign securities held by the Fund, which are subject to taxes. 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 Fund 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 Fund of the Trust are allocated to the Fund on a straight-line and/or pro-rata basis depending upon the nature of the expense.
      Class A, Class B and Class C shareholders of the Fund bear all expenses and fees relating to its respective Distribution and Service Plans. Service Shares bear all expenses and fees relating to its Service and Shareholder Administration Plans. Each class of shares separately bears its respective class-specific Transfer Agency fees.
D. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income distributions and capital gains distributions, if any, are declared and paid annually.
      The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from tax return of capital.
      In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, an 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.
      The Fund had capital loss carryforwards as of its most recent fiscal year ended August 31, 2006. The year and amount of expiration for each capital loss carryforward is indicated below in (000):
                 
Capital Loss Carryforward*
   The Portfolio
   Structured U.S. Equity Fund
Expiring 2009
   $3,326   $ —  
Expiring 2010
   25,282     21,317,839  
Expiring 2011
   —     —  
 
Total
   $28,608   $ 21,317,839  
 
*   Expiration occurs on August 31 of the year indicated. As a consequence of the reorganization, utilization of these losses may be limited under the Internal Revenue Code.
E. Futures Contracts — The Funds may enter into futures transactions to hedge against changes in interest rates, securities prices, currency exchange rates or to seek to increase total return. Futures contracts are valued at the last settlement price or in the absence of a sale, the last bid price, at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Funds are required to deposit with a broker or the Funds’ custodian bank on behalf of the broker an amount of cash or securities equal to the minimum ''initial margin’’ requirement of the associated futures exchange. Subsequent payments for futures contracts (''variation margin’’) are paid or received by the Funds, dependant on the fluctuations in the value of the contracts,

2

 

and are recorded for financial reporting purposes as unrealized gains or losses. When contracts are closed, the Funds realize a gain or loss which is reported in the Statement of Operations.
      The use of futures contracts involve, to varying degrees, elements of market and counterparty risk which may exceed the amounts recognized in the Statement of Assets and Liabilities. Changes in the value of a futures contract may not directly correlate with changes in the value of the underlying securities. The risk may decrease the effectiveness of the Funds’ strategies and potentially result in a loss.
F. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to exceed the value of the repurchase agreement, including accrued interest. If the seller defaults or becomes insolvent, realization of the collateral by the Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.
      Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, transfers uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.
G. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate or physically move liquid assets, on the books of its custodian or to respective counterparties, with a current value equal to or greater than the market value of the corresponding transactions.
H. Commission Recapture — The Fund may direct portfolio trades, subject to obtaining best execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to the Fund as cash payments and are included in the net realized gain (loss) on investments in the Statements of Operations.
5. AGREEMENTS
GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees. As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, equally to an annual percentage rate of the Fund’s average daily net assets.
      The Investment Adviser has entered into a fee reduction commitment for the Fund which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of December 29, 2005 to achieve the rates listed below:
         
Average Daily Net Assets
  
 Annual Rate
First $1 Billion
     0.65 %
Next $1 Billion
     0.59 %
Over $2 Billion
     0.56 %
 
      Additionally, effective December 29, 2005, GSAM has voluntarily agreed to waive a portion of its Management fees equal to 0.14% based on the average daily net assets of the Fund.
      GSAM has voluntarily agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Distribution and Service fees, Transfer Agency fees and expenses, Service Shares fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.004% of the average daily net assets of the Fund. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any.

3

 

      The Trust, on behalf of the 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, to 0.25%, 0.75% and 0.75% of the Fund’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 the Fund’s average daily net assets attributable to Class B and Class C Shares.
      Goldman Sachs serves as Distributor of the shares of the Fund pursuant to a Distribution Agreement. Goldman Sachs may retain a portion of the Class A sales load and Class B and Class C contingent deferred sales charges. For the twelve months ended August 31, 2006, Goldman Sachs advised the Fund that it retained approximately $56,400, $0, and $0 for Class A, Class B, and Class C Shares, respectively.
      Goldman Sachs also serves as Transfer Agent of the Fund for a fee. Fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate as follows: 0.19% of the average daily net assets for Class A, B and Class C shares and 0.04% of the average daily net assets for Institutional and Service Shares.
      The Trust, on behalf of the Fund, 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 its 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.
      For the twelve months ended August 31, 2006, GSAM has voluntarily agreed to reimburse certain expenses. In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. Goldman Sachs, as Transfer Agent, voluntarily made a payment to the Fund related to certain earnings credits that reduce transfer agent fees. The Fund’s expense reductions were approximately, $1,048,000, $538,000, and $15,000 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively. The Portfolio’s expense reductions were approximately, $0, $101,000, and $0 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively.
      At August 31, 2006, amounts owed to affiliates by the Fund were approximately $589,000, $225,000, and $137,000 for Management, Distribution and Service, and Transfer Agent fees, respectively. In addition, amounts owed to affiliates by The Portfolio were approximately $241,000, $35,000, and $0 for Management, Distribution and Service, and Transfer Agent fees, respectively.
6. SECURITIES LENDING
Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs and affiliates. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. The market value of the loaned securities is determined at the close of business of the Fund, at their last sale price or official closing price on the principal exchange or system on which they are traded, and any additional required collateral is delivered to the Fund on the next business day. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
      Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the twelve months ended August 31, 2006, is reported parenthetically on the Statement of Operations. For the twelve months ended August 31, 2006, BGA earned $7,169 in fees as securities lending agent. A portion of this amount, $2,714, represents compensation earned by the Fund from lending its securities to Goldman Sachs. At August 31, 2006, the Fund loaned securities having a market value of $54,679,277 collateralized by cash in the amount of $55,463,875. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

4

 

Pro Forma Combined Statement of Investments for the Goldman Sachs Structured U.S. Equity Fund and AXA Enterprise Capital Appreciation Fund and AXA MM Core Equity Fund
August 31, 2006 (Unaudited)
                                                                                 
        Shares                           Description   Value
 
 
GS Structured   AXA Enterprise Capital   AXA MM Core           Pro Forma       GS Structured   AXA Enterprise Capital   AXA MM Core           Pro Forma
U.S. Equity Fund   Appreciation Fund   Equity Fund   Adjustments   Combined Fund       U.S. Equity Fund   Appreciation Fund   Equity Fund   Adjustments   Combined Fund
 
 
                                       
Common Stocks-97.4%
                                        
                                       
Advertizing-0.00%
                                        
  —       —       1,300       —       1,300    
Interpublic Group *
     —       —       11,934       —       11,934  
                                             
                                       
Aerospace & Defense 4.4%
                                        
  —       164,398       —       —       164,398    
General Dynamics Corp.
     —       11,105,085       —       —       11,105,085  
  —       93,126       —       —       93,126    
Locheed Martin Corp.
     —       7,692,208       —       —       7,692,208  
  371,000       —       500       —       371,500    
Northrop Grumman Corp.
     24,786,510       —       33,405       —       24,819,915  
  330,573       —       600       —       331,173    
The Boeing Co.
     24,759,918       —       44,940       —       24,804,858  
  71,600       100,542       —       —       172,142    
United Technologies Corp.
     4,490,036       6,304,989       —       —       10,795,025  
                                             
                                       
 
     54,036,464       25,102,282       78,345       —       79,217,091  
                                             
                                       
Air Freight & Couries-0.8%
                                        
  —       144,176       510       —       144,686    
Fedex Corp
     —       14,566,101       51,525       —       14,617,626  
  —       —       125       —       125    
United Parcel Service Inc.
     —       —       8,757       —       8,757  
                                             
                                       
 
     —       14,566,101       60,282       —       14,626,383  
                                             
                                       
Airlines-0.0%
                                        
  —       —       5,700       —       5,700    
Jet Blue Airways Corp. *
                     58,368               58,368  
                                             
                                       
Auto Components-0.0%
                                        
  —       —       375       —       375    
Autoliv Inc.
     —       —       21,194       —       21,194  
  —       —       150       —       150    
Borg Warner Inc.
     —       —       8,507       —       8,507  
  —       —       150       —       150    
Magna International
     —       —       10,793       —       10,793  
                                             
                                       
 
     —       —       40,494       —       40,494  
                                             
                                       
Automobiles-0.4%
                                        
  —       —       225       —       225    
DaimleChrysler AG
     —       —       11,876       —       11,876  
  —       —       500       —       500    
Peugeot SA Euro
     —       —       28,205       —       28,205  
  —       57,541       200       —       57,741    
Toyota Motor Corp. (ADR)
     —       6,233,992       21,668       —       6,255,660  
                                             
                                       
 
     —       6,233,992       61,749       —       6,295,741  
                                             
                                       
Banks-7.5%
                                        
  947,884       —       —       —       947,884    
Bank of America Corp.
     48,787,590       —       —       —       48,787,590  
  —       —       400       —       400    
Comerica Inc.
     —       —       22,900       —       22,900  
  —       —       2,895       —       2,895    
Fannie Mae
     —       —       152,420       —       152,420  
  —       —       2,248       —       2,248    
Freddie Mac
     —       —       142,972       —       142,972  
  324,944       —       —       —       324,944    
Hudson City Bankcorp, Inc.
     4,243,769       —       —       —       4,243,769  
  —       —       600       —       600    
Huntinton Bancshares Inc.
     —       —       14,352       —       14,352  
  —       —       825       —       825    
Key Corp
     —       —       30,352       —       30,352  
  32,288       —       —       —       32,288    
M&T Bank Corp.
     3,953,988       —       —       —       3,953,988  
  38,400       —       —       —       38,400    
Mercantile Bankshares Corp.
     1,418,112       —       —       —       1,418,112  
  —       —       775       —       775    
National City Corp.
     —       —       26,800       —       26,800  
  —       —       125       —       125    
PNC Financial Services
           —       8,849       —       8,849  
  132,900       —       —       —       132,900    
Regions Financial Corp.
     4,783,071       —       —       —       4,783,071  
  467,475       —       1,100       —       468,575    
U.S. Bancorp
     14,991,923       —       35,277       —       15,027,200  
  38,448       —       —       —       38,448    
UnionBanCal Corp.
     2,303,035       —       —       —       2,303,035  
  133,025       —       200       —       133,225    
Wachovia Corp.
     7,267,156       —       10,926       —       7,278,082  
  31,900       —       875       —       32,775    
Washington Mutual, Inc.(a)
     1,336,291       —       36,654       —       1,372,945  
  1,019,112       249,541       750       —       1,269,403    
Wells Fargo & Co.
     35,414,142       8,671,550       26,063       —       44,111,755  
                                             
                                       
 
     124,499,077       8,671,550       507,565       —       133,678,192  
                                             
                                       
Beverages-0.1%
                                        
  —       —       1,200       —       1,200    
Coca-Cola Inc.
     —       —       53,772       —       53,772  
  —       29,451       1,755       —       31,206    
Pepsico Co.
     —       1,922,561       114,566       —       2,037,127  
                                             
                                       
 
     —       1,922,561       168,338       —       2,090,899  
                                             
                                       
Biotechnology-3.4%
                                        
  311,800       —       2,195       —       313,995    
Amgen, Inc. *
     21,180,574       —       149,105       —       21,329,679  
  183,472       —       —       —       183,472    
Celgene Corp.*
     7,465,476       —       —       —       7,465,476  
  —       135,009       —       —       135,009    
Amalyn Pharmaceutical Co.
     —       6,119,958       —       —       6,119,958  
  —       249,257       965       —       250,222    
Genentech *
     —       20,568,688       79,632       —       20,648,320  
  —       81,614       —       —       81,614    
Genzyme Corp.
     —       5,405,295       —       —       5,405,295  
  —       —       1,475       —       1,475    
Gilead sciences *
     —       —       93,515       —       93,515  
                                             
                                       
 
     28,646,050       32,093,941       322,252       —       61,062,243  
                                             
                                       
Chemicals-2.4%
                                        
  —       10,289       1,400       —       11,689    
Air Products and Chemicals
     —       682,058       92,806       —       774,864  
  163,265       —       —       —       163,265    
Ashland, Inc.
     10,308,552       —       —       —       10,308,552  
  —       —       500       —       500    
Lubrizol Corp.
     —       —       21,745       —       21,745  
  527,352       138,416       —       —       665,768    
Monsanto Co.
     25,017,579       6,566,455       —       —       31,584,034  
  —       17,570       —       —       17,570    
Praxair Inc.
     —       1,008,694       —       —       1,008,694  
                                             
                                       
 
     35,326,131       8,257,207       114,551       —       43,697,889  
                                             
                                       
Commercial Services & Supplies-1.1%
                                        
  —       —       400       —       400    
Avery Dennison Corp.
     —       —       24,776       —       24,776  
  45,817       —       —       —       45,817    
Global Payments, Inc.
     1,743,337       —       —       —       1,743,337  
  202,484       —       —       —       202,484    
Manpower, Inc.
     11,968,829       —       —       —       11,968,829  
  174,486       —       —       —       174,486    
Waste Management, Inc.
     5,981,380       —       —       —       5,981,380  
                                             
                                       
 
     19,693,546       —       24,776       —       19,718,322  
                                             
                                       
Communications Equipment-2.9%
                                        
  —       —       978       —       978    
ADC Telecommunications *
     —       —       13,350       —       13,350  
  1,756,400       —       3,400       —       1,759,800    
Cisco Systems, Inc.*
     38,623,236       —       74,766       —       38,698,002  
  —       —       2,925       —       2,925    
Corning Inc. *
     —       —       65,052       —       65,052  
  —       174,901       5,275       —       180,176    
Motorola Inc.
     —       4,089,185       123,329       —       4,212,514  
  —       —       1,300       —       1,300    
Nokia Corp ADR
     —       —       27,144       —       27,144  
  —       162,444       3,025       —       165,469    
Qualcomm
     —       6,119,265       113,951       —       6,233,216  
  —       —       1,265       —       1,265    
Research in Motion *
     —       —       104,363       —       104,363  
  303,900       —       1,000       —       304,900    
Tellabs, Inc.*
     3,096,741       —       10,190       —       3,106,931  
                                             
                                       
 
     41,719,977       10,208,450       532,145       —       52,460,572  
                                             
                                       
Computers & Peripherals-2.0%
                                        
  —       —       2,075       —       2,075    
Apple Computer Co. Inc. *
     —       —       140,788       —       140,788  
  —       —       3,700       —       3,700    
Dell Inc. *
     —       —       83,435       —       83,435  
  —       —       6,920       —       6,920    
EMC Corp. *
     —       —       80,618       —       80,618  
  947,700       —       1,700       —       949,400    
Hewlett-Packard Co.
     34,647,912       —       62,152       —       34,710,064  
  —       —       850       —       850    
International Business Machines Corp.
     —       —       68,825       —       68,825  
  —       —       1,180       —       1,180    
Sandisk Corp. *
     —       —       69,526       —       69,526  
                                             
                                       
 
     34,647,912       —       505,344       —       35,153,256  
                                             
                                       
Consumer Durables & Apparel-0.0%
                                        
  —       —       700       —       700    
Matell Inc.
     —       —       13,188       —       13,188  
                                             
                                       
Containers and Packaging-0.0%
                                        
  —       —       675       —       675    
Crown Holdings Inc. *
     —       —       12,413       —       12,413  
  —       —       1,050       —       1,050    
Owens Illinois Inc. *
     —       —       15,918       —       15,918  
  —       —       1,000       —       1,000    
Smurfit-Stone Container *
     —       —       11,390       —       11,390  
                                             
                                       
 
     —       —       39,721       —       39,721  
                                             
                                       
Diversified Financials-7.4%
                                        
  —       —       2,550       —       2,550    
American Express Co.
     —       —       133,977       —       133,977  
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                                         
Shares     Description     Value  
 
 
GS Structured     AXA Enterprise Capital     AXA MM Core             Pro Forma                 GS Structured U.S.     AXA Enterprise Capital     AXA MM Core             Pro Forma  
U.S. Equity Fund     Appreciation Fund     Equity Fund     Adjustments     Combined Fund                 Equity Fund     Appreciation Fund     Equity Fund     Adjustments     Combined Fund  
 
 
  143,500       —       —       —       143,500    
AmeriCredit Corp.* (a)
             3,370,815       —       —       —       3,370,815  
  35,000       —       —       —       35,000    
Ameriprise Financial, Inc.
             1,600,550       —       —       —       1,600,550  
  —       —       2,000       —       2,000    
Bank of America Corp.
             —       —       102,940       —       102,940  
  —       —       6,300       —       6,300    
Charles Schwab Corp.
             —       —       102,753       —       102,753  
  189,770       —       4,100       —       193,870    
Citigroup, Inc.
             9,365,150       —       202,334       —       9,567,484  
  392,200       —       —       —       392,200    
Countrywide Financial Corp.
             13,256,360       —       —       —       13,256,360  
  —       91,081       50       (91,131 )     —    
Goldman Sachs Group Inc.
             —       13,539,190       7,433       (13,546,623 )     —  
  885,300       —       1,675       —       886,975    
J.P. Morgan Chase & Co.
             40,422,798               76,481       —       40,499,279  
  —       190,160       —       —       190,160    
Lehman Brothers Holding Group Inc.
             —       12,134,110       —       —       12,134,110  
  —       —       9,900       —       9,900    
Lloyds TSB Group
             —       —       98,205       —       98,205  
  337,599       —       2,195       —       339,794    
Merrill Lynch & Co., Inc.
             24,823,654       —       161398       —       24,985,052  
  —       —       75       —       75    
Morgan Stanley Co.
             —       —       4934       —       4,934  
  —       —       1,200       —       1,200    
NYSE Group Inc. *
             —       —       71160       —       71,160  
  —       —       1,900       —       1,900    
Options Express Holdings Inc
             —       —       49628       —       49,628  
  176,000               —       —       176,000    
Principal Financial, Inc.
             9,370,240       —       —       —       9,370,240  
  —       280,140       880       —       281,020    
UBS AG
             —       15,903,548       49,958       —       15,953,506  
  —       —       475       —       475    
Waddel and Reed Financial
             —       —       11,030       —       11,030  
                                                     
                                       
 
             102,209,567       41,576,848       1,072,231       (13,546,623 )     131,312,023  
                                                     
                                       
Diversified Telecommunications - 2.3%
                                            
  476,800       —       300       —       477,100    
AT&T, Inc.
             14,842,784       —       9,339       —       14,852,123  
  —       —       1,500       —       1,500    
Bellsouth Corp.
             —       —       61,080       —       61,080  
  194,300       —       —       —       194,300    
CenturyTel, Inc.
             7,737,026       —       —       —       7,737,026  
  —       —       3,978       —       3,978    
Chunghwa Telecom ADR
             —       —       68,859       —       68,859  
  257,763       —       110       —       257,873    
Embarq Corp.
             12,153,525       —       5,187       —       12,158,712  
  —       —       17,900       —       17,900    
Level 3 Communications *
             —       —       79,297       —       79,297  
  332,330       —       2,200       —       334,530    
Sprint Nextel Corp.
             5,623,024       —       37,224       —       5,660,248  
  —       —       1,650       —       1,650    
Verizon Communications
             —       —       58,047       —       58,047  
                                                     
                                       
 
             40,356,359       —       319,033       —       40,675,392  
                                                     
                                       
Electric Utilities - 3.2%
                                            
  160,000       —       —       —       160,000    
American Electric Power Co., Inc.* (a)
             5,836,800       —       —       —       5,836,800  
  —       —       500       —       500    
Constellation Energy
             —       —       30,045       —       30,045  
  64,000       —       —       —       64,000    
FirstEnergy Corp.
             3,651,840       —       —       —       3,651,840  
  539,948       —       —       —       539,948    
PG&E Corp.
             22,640,020       —       —       —       22,640,020  
  388,701       —       890       —       389,591    
TXU Corp.
             25,735,893       —       58,927       —       25,794,820  
                                                     
                                       
 
             57,864,553       —       88,972       —       57,953,525  
                                                     
                                       
Electrical Equipment - 0.4%
                                            
  116,100       —       —       —       116,100    
Energizer Holdings, Inc. * (a)
             7,762,446       —       —       —       7,762,446  
  —       —       225       —       225    
Cooper Industries Ltd.
             —       —       18,423       —       18,423  
                                                     
                                       
 
             7,762,446       —       18,423       —       7,780,869  
                                                     
                                       
Electronic Equipment & Services - 0.1%
                                            
  —       —       300       —       300    
Arrow Electronics Inc.
             —       —       8,370       —       8,370  
  —       —       900       —       900    
Flextronics *
             —       —       10,620       —       10,620  
  123,200       —       —       —       123,200    
Ingram Micro, Inc.*
             2,217,600       —       —       —       2,217,600  
  —       —       3,200       —       3,200    
Sanmina SCI Corp *
             —       —       10,848       —       10,848  
  —       —       4,400       —       4,400    
Solectron NPV *
             —       —       13,816       —       13,816  
  —       —       250       —       250    
Tech Data Corp. *
             —       —       8,723       —       8,723  
                                                     
                                       
 
             2,217,600       —       52,377       —       2,269,977  
                                                     
                                       
Energy Equipment & Services - 1.2%
                                            
  65,200       —       —       —       65,200    
Dresser-Rand Group, Inc.*
             1,333,340       —       —       —       1,333,340  
  —       —       600       —       600    
Global Santa Fe Corp.
             —       —       29,532       —       29,532  
  —       240,624       1,210       —       241,834    
Halliburton Co.
             —       7,849,155       39,470       —       7,888,625  
  —       —       700       —       700    
Rowan Co’s Inc.
             —       —       23,940       —       23,940  
  49,900       134,594       —       —       184,494    
Schlumberger Ltd.(a)
             3,058,870       8,250,612       —       —       11,309,482  
                                                     
                                       
 
             4,392,210       16,099,767       92,942       —       20,584,919  
                                                     
                                       
Food & Drug Retailing - 0.6%
                                            
  —       —       1,500       —       1,500    
Kroger Co.
             —       —       35,715       —       35,715  
  221,500               450       —       221,950    
Safeway, Inc.(a)
             6,850,995       —       13,919       —       6,864,914  
  —       —       2,475       —       2,475    
Sysco Corp.
             —       —       77,690       —       77,690  
  —       69,456       —       —       69,456    
Wallgreen Co.
             —       3,435,294       —       —       3,435,294  
  —       —       970       —       970    
Whole Foods Market Inc.
             —       —       52,011       —       52,011  
                                                     
                                       
 
             6,850,995       3,435,294       179,335       —       10,465,624  
                                                     
                                       
Food Products - 2.5%
                                            
  602,751       167,937       —       —       770,688    
Archer-Daniels-Midland Co.
             24,815,259       6,913,966       —       —       31,729,225  
  —       —       175       —       175    
Bunge Ltd.
             —       —       9,860       —       9,860  
  —       —       1,200       —       1,200    
Conagra Foods Inc.
             —       —       28,560       —       28,560  
  —       —       600       —       600    
Kellogg Co.
             —       —       30,420       —       30,420  
  195,200       —       —       —       195,200    
Kraft Foods, Inc.(a)
             6,619,232       —       —       —       6,619,232  
  442,300       —       —       —       442,300    
Tyson Foods, Inc.
             6,515,079       —       —       —       6,515,079  
                                                     
                                       
 
             37,949,570       6,913,966       68,840       —       44,932,376  
                                                     
                                       
Healthcare Equipment & Supplies - 0.8
                                            
  —       —       300       —       300    
Alcon Inc.
             —       —       35,337       —       35,337  
  364,800       —       —       —       364,800    
Applera Corp. — Applied Biosystems Group
             11,181,120       —       —       —       11,181,120  
  19,900       —       —       —       19,900    
Becton, Dickinson and Co.
             1,387,030       —       —       —       1,387,030  
  —       —       3,200       —       3,200    
Eclipsys Corp *
             —       —       54,720       —       54,720  
  17,776       —       1,470       —       19,246    
Fisher Scientific International, Inc.*
             1,390,616       —       114,998       —       1,505,614  
  —       —       775       —       775    
Zimmer Holding Corp. *
             —       —       52,700       —       52,700  
                                                     
  —                                    
 
             13,958,766       —       257,755       —       14,216,521  
                                                     
  —                                    
Healthcare Providers & Services - 5.1%
                                            
  522,569       —       400       —       522,969    
AmerisourceBergen Corp.
             23,076,647       —       17,664       —       23,094,311  
  71,600       —       3,155       —       74,755    
Caremark Rx, Inc.
             4,148,504       —       182,801       —       4,331,305  
  —       —       2,295       —       2,295    
Coventry Healthcare *
             —       —       124,481       —       124,481  
  61,300       —       —       —       61,300    
Express Scripts, Inc.*
             5,154,104       —       —       —       5,154,104  
  130,000       —       —       —       130,000    
Humana, Inc.*
             7,920,900       —       —       —       7,920,900  
  414,000       —       —       —       414,000    
McKesson Corp.
             21,031,200       —       —       —       21,031,200  
  —       37,136       —       —       37,136    
Quest Diagnostice Inc.
             —       2,387,102       —       —       2,387,102  
  —       —       1,100       —       1,100    
Tenet Healthcare Corp. *
             —       —       8,668       —       8,668  
  —       520,828       1,345       —       522,173    
United Health Group Inc.
             —       27,057,015       69,873       —       27,126,888  
  —       —       1,600       —       1,600    
Wellpoint Inc. *
             —       —       123,856       —       123,856  
                                                     
                                       
 
             61,331,355       29,444,117       527,343       —       91,302,815  
                                                     
                                       
Hotels, Restaurants & Leisure - 3.4%
                                            
  38,941       —       —       —       38,941    
Darden Restaurants, Inc.
             1,378,511       —       —       —       1,378,511  
  —       123,438       —       —       123,438    
Four Seasons Hotel
             —       7,790,172       —       —       7,790,172  
  —       116,183       1,600       —       117,783    
Las Vegas Sands Corp. *
             —       8,110,735       111,697       —       8,222,432  
  37,400       —       —       —       37,400    
Marriott International, Inc.
             1,408,484       —       —       —       1,408,484  
  37,500       —       1,400       —       38,900    
McDonald’s Corp.
             1,346,250       —       50,260       —       1,396,510  
  —       251,948       1,930       —       253,878    
MGM Mirage Inc. *
             —       8,989,505       68,862       —       9,058,367  
  287,000       182,759       2,610       —       472,369    
Starbucks Corp.*
             8,899,870       5,667,357       80,936       —       14,648,163  
  —       51,077       —       —       51,077    
Station Casinos Inc.
             —       2,975,235       —       —       2,975,235  
  —       46,474       —       —       46,474    
Wynn Resorts
             —       3,597,552       —       —       3,597,552  
  —       163,697       —       —       163,697    
Yum Brands Inc.
             —       8,001,509       —       —       8,001,509  
                                                     
                                       
 
             13,033,115       45,132,065       311,755       —       58,476,935  
                                                     
                                       
Household Durables - 2.5%
                                            
  —       —       400       —       400    
Clorox Co.
             —       —       23,924       —       23924  
  117,263       —       575       —       117,838    
Colgate-Palmolive Co.
             7,019,363       —       34,420       —       7,053,783  
  —       93,246       —       —       93,246    
KB Home
             —       3,987,199       —       —       3,987,199  
  —       —       500       —       500    
Kimberly-Clark Corp.
             —       —       31,750       —       31,750  
  —       94,255       —       —       94,255    
Lennar Corp.
             —       4,226,394       —       —       4,226,394  
  220,569       263,577       2,530       —       486,676    
Procter & Gamble Co.
             13,653,221       16,315,416       156,607       —       30,125,244  
  —       —       1,300       —       1,300    
Toll Brothers *
             —       —       34,346       —       34,346  
                                                     
                                       
 
             20,672,584       24,529,009       281,047       —       45,482,640  
                                                     
The accompanying notes are an integral part of these pro forma financial statements.

 

                                                                                         
Shares     Description     Value  
 
 
GS Structured     AXA Enterprise Capital     AXA MM Core             Pro Forma                 GS Structured U.S.     AXA Enterprise Capital     AXA MM Core             Pro Forma  
U.S. Equity Fund     Appreciation Fund     Equity Fund     Adjustments     Combined Fund                 Equity Fund     Appreciation Fund     Equity Fund     Adjustments     Combined Fund  
 
 
                                       
Household Products - 2.6%
                                            
  952,320       —       11,630       —       963,950    
General Electric Co.
             32,436,019       —       396,118       —       32,832,137  
  196,412       —       —       —       196,412    
Reynolds American, Inc. (a)
             12,780,529       —       —       —       12,780,529  
                                                     
                                       
 
             45,216,548       —       396,118       —       45,612,666  
                                                     
                                       
Industrial Conglomerates - 0.0%
                                            
  —       —       325       —       325    
Textron Inc.
             —       —       27,255       —       27,255  
  —       —       2,890       —       2,890    
Tyco International
             —       —       75,574       —       75,574  
                                                     
                                       
 
             —       —       102,829       —       102,829  
                                                     
                                       
Insurance - 5.2
                                            
  —       —       400       —       400    
Ace Ltd.
             —       —       21,544       —       21,544  
  —       —       150       —       150    
Allstate Corp.
             —       —       8,691       —       8,691  
  135,227       —       —       —       135,227    
AMBAC Financial Group, Inc.
             11,709,306       —               —       11,709,306  
  —       —       3,200       —       3,200    
American International Group, Inc.
             —       —       204,223       —       204,223  
  594,600       90,398       1,000       —       685,998    
Genworth Financial, Inc.
             20,472,078       3,112,403       34,430       —       23,618,911  
  —       —       275       —       275    
Hartford Financial
             —       —       23,612       —       23,612  
  628,988       —       —       —       628,988    
Loews Corp.
             24,203,459       —               —       24,203,459  
  263,221       —       1,242       (1,242 )     263,221    
MBIA, Inc. (a)
             16,222,310       —       76,544       (76,544 )     16,222,310  
  —       —       650       —       650    
Metlife Inc.
             —       —       35,770       —       35,770  
  —       —       325       —       325    
Old Republic
             —       —       6,793       —       6,793  
  —       147,944       —       —       147,944    
Progressive Corp.
             —       3,637,943               —       3,637,943  
  —       —       150       —       150    
Prudential Financial
             —       —       11,012       —       11,012  
  102,600       —       —       —       102,600    
Radian Group, Inc.
             6,143,688       —               —       6,143,688  
  —       —       777       —       777    
St. Paul Travelers
             —       —       34,110       —       34,110  
  123,000       —       650       —       123,650    
The Chubb Corp.
             6,169,680       —       32,604       —       6,202,284  
  —       —       1,100       —       1,100    
Unumprovident Corp.
             —       —       20,845       —       20,845  
  —       —       400       —       400    
XL Capital Class A
             —       —       26,256       —       26,256  
                                                     
                                       
 
             84,920,521       6,750,346       536,434       (76,544 )     92,130,757  
                                                     
                                       
Internet & Catalog Retail - 0.0%
                                            
  —       —       500       —       500    
Amazon.com *
             —       —       15,415       —       15,415  
  —       —       2,585       —       2,585    
IAC/Interactive *
             —       —       73,621       —       73,621  
                                                     
                                       
 
             —       —       89,036       —       89,036  
                                                     
                                       
Internet Software & Services - 1.3%
                                            
  58,900       —       348       —       59,248    
Google, Inc., Class A *
             22,295,417       —       131,727       —       22,427,144  
  —       —       250       —       250    
Ceridian Corp. *
             —       —       5,968       —       5,968  
  —       —       1,350       —       1,350    
Electronic Data
             —       —       32,171       —       32,171  
  —       —       4,555       —       4,555    
Yahoo Inc. *
             —       —       131,275       —       131,275  
                                                     
                                       
 
             22,295,417       —       301,141       —       22,596,558  
                                                     
                                       
IT Consulting & Services - 1.5%
                                            
  482,018       —       —       —       482,018    
Computer Sciences Corp. *
             22,838,013       —       —       —       22,838,013  
  89,400       —       —       —       89,400    
First Data Corp.
             3,841,518       —       —       —       3,841,518  
                                                     
                                       
 
             26,679,531       —       —       —       26,679,531  
                                                     
                                       
Machinery - 0.7%
                                            
  —       145,096       —       —       145,096    
Caterpillar Inc.
             —       9,627,120       —       —       9,627,120  
  —       —       500       —       500    
Eaton Corp.
             —       —       33,250       —       33,250  
  62,580       —       —       —       62,580    
Illinois Tool Works, Inc.
             2,747,262       —       —       —       2,747,262  
  —       —       250       —       250    
Ingersoll-Rand Co.
             —       —       9,505       —       9,505  
  —       —       500       —       500    
SPX Corp
             —       —       26,400       —       26,400  
                                                     
                                       
 
             2,747,262       9,627,120       69,155       —       12,443,537  
                                                     
                                       
Media - 5.9%
                                            
  782,281       —       1,262       —       783,543    
CBS Corp. Class B
             22,334,123       —       36,030       —       22,370,153  
  485,783       —       —       —       485,783    
Clear Channel Communications, Inc.
             14,107,138       —       —       —       14,107,138  
  —       —       1,650       —       1,650    
Comcast Corp. Class A *
             —       —       57,750       —       57,750  
  —       446,314       3,995       —       450,309    
Comcast Corp. *
             —       15,620,990       139,464       —       15,760,454  
  —       —       4,491       —       4,491    
DirectTV Group *
             —       —       84,386       —       84,386  
  —       —       2,040       —       2,040    
Sirius Satellite Radio *
             —       —       8,344       —       8,344  
  70,500       —       —       —       70,500    
The McGraw-Hill Companies., Inc.
             3,941,655       —       —       —       3,941,655  
  666,132       —       200       —       666,332    
The Walt Disney Co.
             19,750,814       —       5,930       —       19,756,744  
  1,795,258       —       2,600       —       1,797,858    
Time Warner, Inc.
             29,837,188       —       43,212       —       29,880,400  
  —       —       462       —       462    
Viacom Inc. Class B *
             —       —       16,771       —       16,771  
                                                     
                                       
 
             89,970,918       15,620,990       391,887       —       105,983,795  
                                                     
                                       
Metals & Mining - 0.1%
                                            
  26,700       —       —       —       26,700    
Newmont Mining Corp.
             1,368,375       —               —       1,368,375  
  —       —       1,200       —       1,200    
Southern Copper Corp.
                             110,784               110,784  
                                                     
                                       
 
             1,368,375       —       110,784       —       1,479,159  
                                                     
                                       
Multi-Utilities - 0.0%
                                               
  —       —       225       —       225    
Dominion Resources
             —       —       17,975       —       17,975  
                                                     
                                       
Multiline Retail - 0.9%
                                           
  240,250       —       —       —       240,250    
Costco Wholesale Corp.
             11,241,297       —       —       —       11,241,297  
  —       —       1,545       —       1,545    
Nordstrom Inc.
             —       —       57,706       —       57,706  
  —       104,977       2,925       —       107,902    
Target Corp
             —       5,079,837       141,540       —       5,221,377  
  —       —       650       —       650    
Saks Inc.
             —       —       9,380       —       9,380  
  —       —       500       —       500    
Wall-mart Stores Inc.
             —       —       22,360       —       22,360  
                                                     
                                       
 
             11,241,297       5,079,837       230,986       —       16,552,120  
                                                     
                                       
Oil & Gas - 7.9%
                                            
  53,504       —       —       —       53,504    
Anadarko Petroleum Corp.
             2,509,873       —       —       —       2,509,873  
  20,200       —       1,700       —       21,900    
Apache Corp.
             1,318,656       —       110,976       —       1,429,632  
  —       —       425       —       425    
BP Amoco P.L.C. ADR
             —       —       28,921       —       28,921  
  —       —       1,250       —       1,250    
Canadian Natural Resource Ltd.
             —       —       65,364       —       65,364  
  —       —       3,042       —       3,042    
Chevron Corp.
             —       —       195,905       —       195,905  
  —       —       2,125       —       2,125    
Conocophillips Co.
             —       —       134,789       —       134,789  
  407,744       —       —       —       407,744    
Devon Energy Corp.(a)
             25,479,922       —       —       —       25,479,922  
  19,337       —       1,415       —       20,752    
EOG Resources, Inc.
             1,253,424       —       91,720       —       1,345,144  
  1,020,216       —       4,975       —       1,025,191    
Exxon Mobil Corp.
             69,038,017       —       336,658       —       69,374,675  
  —       —       275       —       275    
Marathon Oil Corp.
             —       —       22,963       —       22,963  
  —       —       1,525       —       1,525    
Occidental Petroleum
             —       —       77,760       —       77,760  
  —       154,454       —       —       154,454    
Peabody Energy Corp.
             —       6,806,788       —       —       6,806,788  
  —       —       300       —       300    
Total S A Sponsored
             —       —       20,229       —       20,229  
  235,400       —       —       —       235,400    
Sunoco, Inc.
             16,927,614       —       —       —       16,927,614  
  53,367       —       —       —       53,367    
Ultra Petroleum Corp.*
             2,649,138       —       —       —       2,649,138  
  —       —       1,270       —       1,270    
Valero Energy
             —       —       72,898       —       72,898  
  313,900       —       —       —       313,900    
XTO Energy, Inc.
             14,367,203       —       —       —       14,367,203  
                                                     
                                       
 
             133,543,847       6,806,788       1,158,183       —       141,508,818  
                                                     
                                       
Pharmaceuticals - 5.3%
                                            
  —       105,827       700       —       106,527    
Abbot Labs
             —       5,153,775       34,090       —       5,187,865  
  29,000       —       —       —       29,000    
Forest Laboratories, Inc.*
             1,449,420       —       —       —       1,449,420  
  41,437       —       3,284       —       44,721    
Johnson & Johnson
             2,679,317       —       212,343       —       2,891,660  
  —       —       1,405       —       1,405    
Lilly & Co.
             —       —       78,582       —       78,582  
  660,745       —       1,375       —       662,120    
Merck & Co., Inc.
             26,793,210       —       55,756       —       26,848,966  
  1,660,615       —       11,335       —       1,671,950    
Pfizer, Inc.
             45,766,549       —       312,393       —       46,078,942  
  —       —       1,485       —       1,485    
Sanofi-Aventis ADR
             —       —       66,751       —       66,751  
  259,800       —       150       —       259,950    
Wyeth
             12,652,260       —       7,305       —       12,659,565  
                                                     
                                       
 
             89,340,756       5,153,775       767,220       —       95,261,751  
                                                     
                                       
Real Estate - 1.0%
                                            
  32,500       —       —       —       32,500    
Archstone-Smith Trust (REIT)
             1,728,350       —       —       —       1,728,350  
  —       21,076       —       —       21,076    
CB Richard Ellis Group
             —       484,748       —       —       484,748  
  163,900       —       —       —       163,900    
Equity Office Properties Trust (REIT)
             6,079,051       —       —       —       6,079,051  
  33,800       —       —       —       33,800    
Kimco Realty Corp. (REIT)
             1,404,390       —       —       —       1,404,390  
  88,383       —       —       —       88,383    
New Century Financial Corp. (REIT)(a)
             3,421,306       —       —       —       3,421,306  
  18,800       —       —       —       18,800    
SL Green Realty Corp.
             2,097,328       —       —       —       2,097,328  
  —       52,387       —       —       52,387    
ST Joe Co.
             —       2,669,642       —       —       2,669,642  
                                                     
                                       
 
             14,730,425       3,154,390       —       —       17,884,815  
                                                     
                                       
Road & Rail - 2.4%
                                            
  —       178,174       —       —       178,174    
Burlington Northern Santa Fe
             —       11,928,749       —       —       11,928,749  
  343,200       —       1,300       —       344,500    
CSX Corp.
             10,371,504       —       39,286       —       10,410,790  
The accompanying notes are an integral part of these pro forma financial statements.

 

                                                                                 
Shares     Description   Value  
 
 
GS Structured     AXA Enterprise Capital     AXA MM Core             Pro Forma         GS Structured     AXA Enterprise Capital                     Pro Forma  
U.S. Equity Fund     Appreciation Fund     Equity Fund     Adjustments     Combined Fund         U.S. Equity Fund     Appreciation Fund     AXA MM Core Equity Fund     Adjustments     Combined Fund  
 
 
  111,600       —       700       —       112,300    
Norfolk Southern Corp.
     4,768,668       —       29,911       —       4,798,579  
  97,830       106,300       —       —       204,130    
Union Pacific Corp.
     7,860,640       8,541,205       —       —       16,401,845  
                                             
                                       
 
     23,000,812       20,469,954       69,197       —       43,539,963  
                                             
                                       
Semiconductor Equipment & Products – 1.7%
                                        
  —       —       2,600       —       2,600    
Advanced Micro Devices *
     —       —       64,974       —       64,974  
  —       —       1,110       —       1,110    
Agere Systems Inc. *
     —       —       16,916       —       16,916  
  —       —       348       —       348    
Samsung Electronic GDR
     —       —       117,629       —       117,629  
  754,367       148,212       2,615       —       905,194    
Texas Instruments, Inc.
     24,584,821       4,830,229       85,223       —       29,500,273  
                                             
                                       
 
     24,584,821       4,830,229       284,742       —       29,699,792  
                                             
                                       
Software – 2.1%
                                        
  —       —       1,860       —       1,860    
Adobe Systems Inc. *
     —       —       60,338       —       60,338  
  —       —       11,960       —       11,960    
Bearingpoint *
     —       —       99,986       —       99,986  
  —       —       750       —       750    
Intel Corp.
     —       —       14,655       —       14,655  
  1,188,240       —       9,300       —       1,197,540    
Microsoft Corp.
     30,525,885       —       238,917       —       30,764,802  
  —       —       8,100       —       8,100    
Oracle Corp. *
     —       —       126,765       —       126,765  
  —       —       805       —       805    
SAP AG (c)
     —       —       38,431       —       38,431  
  296,556       —       —       —       296,556    
Synopsys, Inc.*
     5,622,702       —       —       —       5,622,702  
                                             
                                       
 
     36,148,587       —       579,092       —       36,727,679  
                                             
                                       
Specialty Retail – 3.1%
                                        
  —       —       1,200       —       1,200    
Abercrombie & Fitch Co.
     —       —       77,435       —       77,435  
  542,775       —       —       —       542,775    
AutoNation, Inc.*
     10,546,118       —       —       —       10,546,118  
  528,431       —       —       —       528,431    
Circuit City Stores, Inc.
     12,476,256       —       —       —       12,476,256  
  —       —       750       —       750    
GAP Inc.
     —       —       12,608       —       12,608  
  —       —       1,005       —       1,005    
Home Depot Inc.
     —       —       34,461       —       34,461  
  —       —       1,200       —       1,200    
Limited Brands Inc.
     —       —       30,876       —       30,876  
  —       351,276       —       —       351,276    
Loew’s Co.Inc.
     —       9,505,529       —       —       9,505,529  
  589,787       —       1,100       —       590,887    
Office Depot, Inc.*
     21,727,753       —       40,524       —       21,768,277  
  —       —       1,787       —       1,787    
Staples Inc.
     —       —       40,315       —       40,315  
  69,100       —       —       —       69,100    
United Rentals, Inc.*
     1,496,706       —       —       —       1,496,706  
                                             
                                       
 
     46,246,833       9,505,529       236,219       —       55,988,581  
                                             
                                       
Textiles & Apparel – 0.1%
                                        
  75,602       —       650       —       76,252    
Jones Apparel Group, Inc.
     2,366,343       —       20,345       —       2,386,688  
  —       —       170       —       170    
Nike Inc. Class B
     —       —       13,729       —       13,729  
                                             
                                       
 
     2,366,343       —       34,074       —       2,400,417  
                                             
                                       
Tobacco – 0.4%
                                        
  —       —       1,025       —       1,025    
Altria Group
     —       —       85,618       —       85,618  
  144,200       —       —       —       144,200    
UST, Inc.
     7,622,412       —       —       —       7,622,412  
                                             
                                       
 
     7,622,412       —       85,618       —       7,708,030  
                                             
                                       
Wireless Telecommunication Services – 0.5%
                                        
  —       160,395       —       —       160,395    
America Movil SA ADR
     —       5,984,337       —       —       5,984,337  
  —       —       4,000       —       4,000    
American Tower Corp. *
     —       —       143,440       —       143,440  
  —       —       900       —       900    
Crown Castle *
     —       —       30,924       —       30,924  
  —       —       720       —       720    
Leap Wireless *
     —       —       33,307       —       33,307  
  —       —       2,365       —       2,365    
NII Holdings Inc. Class B *
     —       —       126,173       —       126,173  
  44,910       —       —       —       44,910    
United States Cellular Corp. *
     2,692,355       —       —       —       2,692,355  
                                             
                                       
 
     2,692,355       5,984,337       333,844       —       9,010,536  
                                             
                                       
TOTAL COMMON STOCKS
                                        
                                       
(Cost $1,235,129,943, $312,322,140, $10,265,996, $(13,182,842) and $1,544,535,237 respectively) — (Including $54,679,277, $0, $0, $0 and $54,649,277 of securities on loan, respectively)
   $ 1,371,885,337     $ 367,170,445     $ 11,603,639     $ (13,623,167 )   $ 1,737,036,254  
                                             
                                       
 
                                        
Principal Amount
   Interest Rate     Maturity Date   Value
 
 
                                       
Time Deposits - 1.2%
                                        
  —       22,076,954       105,468       —       22,182,422    
JP Morgan Chase Nassau
     —       22,076,954       105,468       —       22,182,422  
  —       —       100,000       —       100,000    
Rabobank America
     —       —       99,985       —       99,985  
                                             
                                       
TOTAL Time Deposits
                                        
                                       
(Cost $0, $22,076,954, $205,468, $0 and $22,282,422 respectively)
   $ —     $ 22,076,954     $ 205,453     $ —     $ 22,282,407  
                                             
                                       
Repurchase Agreement (b) - 0.6%
                                        
                                       
Joint Repurchase Agreement Account II 5.28% 09/01/2006 Maturity Value $10,901,599
(Cost $10,900,000, $0, $0, $0 and $10,900,000 respectively)
                                        
  10,900,000     $ —     $ —     $ —     $ 10,900,000    
  $ 10,900,000     $ —     $ —     $ —     $ 10,900,000  
                                             
                                       
TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL
(Cost $1,246,029,943, $334,399,094, $10,471,464, $(13,182,842) and $1,577,717,659 respectively) – 99.2%
   $ 1,382,785,337     $ 389,247,399     $ 11,809,092     $ (13,623,167 )   $ 1,770,218,661  
                                             
                                       
 
                                        
Shares
   Description   Value
 
 
                                       
Securities Lending Collateral - 4.7%
                                        
          28,958,492                       28,958,492    
HSBC Securities Repo
             28,958,492                       28,958,492  
  55,463,875       —       —       —       55,463,875    
Boston Global Investment Trust - Enhanced Portfolio
   $ 55,463,875                               55,463,875  
                                       
TOTAL SECURITIES LENDING COLLATERAL
                                        
                                       
(Cost $55,463,875, $28,958,492, $0, $0 and $84,422,367 respectively)
   $ 55,463,875     $ 28,958,492     $ —     $ —     $ 84,422,367  
                                             
                                       
TOTAL INVESTMENTS
                                        
                                       
(Cost $1,301,493,818, $334,399,094, $10,471,464, $(13,182,842) and $1,633,181,534 respectively) – 103.9%
   $ 1,438,249,212     $ 418,205,891     $ 11,809,092     $ (13,623,167 )   $ 1,854,641,028  
                                             
                                       
OTHER ASSETS IN EXCESS OF LIABILITIES/(LIABILITIES IN EXCESS OF OTHER ASSETS) – 3.9%
   $ (54,242,385 )   $ (29,014,476 )   $ 105,718     $ 13,623,167     $ (69,527,976 )
                                       
Net Assets – 100.0%
   $ 1,384,006,827     $ 389,191,415     $ 11,914,810     $ —     $ 1,785,113,052  
                                             
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 the security is on loan.
(b) Repurchase agreement was entered into on August 31, 2006.
(c) One ADR represents one fourth of SAP AG underlying foreign security
ADR American Depository Receipts
 
GDR Global Depository Receipts
REIT Real Estate Investment Trust
The accompanying notes are an integral part of these pro forma financial statements.

 

 
ADDITIONAL INVESTMENT INFORMATION
 
FUTURES CONTRACTS — At August 31, 2006, the following futures contracts were open as follows:
                             
    Number of   Settlement           Unrealized
Type
   Contracts Long   Month   Market Value   Gain
S&P Mini 500 Index
     183     September 2006   $ 11,946,240     $ 156,153  
 

 

 

Pro Forma Combined Statement of Assets and Liabilities
For the Goldman Sachs Structured U.S. Equity Fund and AXA Enterprise Capital Appreciation Fund and AXA Enterprise MM Core Equity Fund
August 31, 2006 (Unaudited)
                                         
    Goldman Sachs   AXA Enterprise                
    Structured U.S.   Capital   AXA Enterprise           Pro Forma
    Equity Fund   Appreciation Fund   MM Core Equity Fund   Adjustments   Combined Fund
   
 
 
 
 
Assets:
                                        
Investments in securities, at value (identified cost $1,246,029,943, $312,322,140, $10,265,996, ($13,182,842) and $1,555,435,237, respectively) — (including $54,679,277, $0, $0, $0 and $54,679,277 of securities on loan, respectively)
   $ 1,382,785,337     $ 367,170,445       11,603,639     $ (13,623,167 )(d)   $ 1,747,936,254  
Investments in short term securities, at value (cost $0, $22,076,954, $205,468, $0 and $22,282,422, respectively)
     —       22,076,954       205,453       —       22,282,407  
Securities Lending collateral, at value (cost $55,463,875, $28,958,492, $0, $0 and $84,422,367, respectively)
     55,463,875       28,958,492       —       —       84,422,367  
Cash
     1,255,099 (a)     1,411,545       100,051       —       2,766,695  
Foreign Currencies, at value (cost $0, $0, $28,076, $0 and $28,076, respectively)
     —       139       28,418       —       28,557  
Receivables:
                                        
Investment securities sold, at value
     —       256,317       34,324       13,623,167 (d)     13,913,808  
Fund shares sold
     1,583,615       661,404       180       —       2,245,199  
Dividends and interest, at value
     3,231,402       310,523       23,932       —       3,565,857  
Reclaim receivable
     —       46,315       —       —       46,315  
Due from broker
     4,575       —       —       —       4,575  
Reimbursement from adviser
     64,844       —       25,373       —       90,217  
Securities lending income
     6,244       —       —       —       6,244  
Other assets
     5,299       80,750       —       —       86,049  
 
                                        
Total assets
     1,444,400,290       420,972,884       12,021,370       —       1,877,394,544  
 
                                        
 
                                        
Liabilities:
                                        
Payables:
                                        
Investment securities purchased
     —       1,975,249       41,236       —       2,016,485  
Payable upon return of securities loaned
     55,463,875       28,958,492       —       —       84,422,367  
Fund shares repurchased
     3,553,123       348,691       —       —       3,901,814  
Amounts owed to affiliates
     951,181       276,442       11,467       —       1,239,090  
Capital shares redeemed
     —       —       2,149       —       2,149  
Unrealized loss on forward contracts
     —       —       31       —       31  
Accrued expenses
     425,284       222,595       51,677       —       699,556  
 
                                        
Total liabilities
     60,393,463       31,781,469       106,560       —       92,281,492  
 
                                        
 
                                        
Net Assets:
                                        
Paid-in capital
     1,219,511,120       363,626,736       9,778,275       —       1,592,916,131  
Accumulated undistributed net investment income (loss)
     9,432,894       (2,368,760 )     20,949       —       7,085,083  
Accumulated net realized gain (loss) on investments and futures transactions
     18,151,267       (26,915,005 )     777,700       366,937       (7,619,101 )
Net unrealized gain on investments and futures
     136,911,546       54,848,305       1,337,628       (366,937 )     192,730,542  
Net unrealized gain on Foreign Exchange
     —       139       258       —       397  
 
                                        
Net Assets
   $ 1,384,006,827     $ 389,191,415     $ 11,914,810     $ —     $ 1,785,113,052  
 
                                        
 
                                        
 
Net Assets:
                                        
Class A
   $ 611,999,464     $ 192,169,019     $ 586,728     $ 3,781,073     $ 808,536,284  
Class B
     78,109,902       67,065,118       322,810       —       145,497,830  
Class C
     36,628,284       64,690,343       323,965       —       101,642,592  
Institutional/Class Y
     644,250,108       65,266,935       6,900,234       —       716,417,277  
Service/Class P
     13,019,069       —       3,781,073       (3,781,073 )     13,019,069  
 
Shares Outstanding:
                                        
Class A
     19,250,586       5,638,670       51,725       491,716 (b)   $ 25,432,698  
Class B
     2,610,560       2,139,636       29,205       83,374 (b)     4,862,774  
Class C
     1,230,033       2,005,725       29,305       148,248 (b)     3,413,311  
Institutional/Class Y
     19,835,225       1,832,927       606,064       (217,102 )(b)     22,057,114  
Service/Class P
     413,263       —       333,097       (333,097 )(b)     413,263  
 
Total shares outstanding, $0.001 par value (unlimited number of shares authorized)
     43,339,667       11,616,959       1,049,396       173,138 (b)     56,179,160  
 
Net assets value, offering and redemption price per share:(c)
                                        
Class A
   $ 31.79     $ 34.08       11.34     $ —     $ 31.79  
Class B
     29.92       31.34       11.05       —       29.92  
Class C
     29.78       32.25       11.05       —       29.78  
Institutional/Class Y
     32.48       35.61       11.39       —       32.48  
Service/Class P
     31.50       —       11.35       —       31.50  
 
(a)   Includes restricted cash of $1,225,000 relating to initial margin requirements on futures transactions.
 
(b)   Adjustment to reflect reduction of shares based on Structured U.S. Equity Fund’s NAV.
 
(c)   Maximum public offering price per share (NAV per share multiplied by 1.0582) for Class A Shares is $33.64, $36.06, $12.02 and $33.64 for the Structured U.S. Equity Fund, the AXA Capital Appreciation fund and the AXA MM Core Equity fund, 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 pro forma financial statements.

 

 

Pro Forma Combined Statement of Operations
For the Goldman Sachs Structured U.S. Equity Fund and AXA Enterprise Capital Appreciation Fund and AXA Enterprise MM Core Equity Fund
For year ended August 31, 2006 (Unaudited)
                                         
    Goldman Sachs   AXA Enterprise                
    Structured U.S.   Capital   AXA Enterprise           Pro Forma
    Equity Fund   Appreciation Fund   MM Core Equity Fund   Adjustments   Combined Fund
   
 
 
 
 
Investment Income:
                                        
Dividends (Net of foreign witholding tax of $0, $45,484, $1,085, $0 and $46,569, respectively)
   $ 18,208,337     $ 3,079,598     $ 197,739     $ —     $ 21,485,674  
Interest (including securities lending income of $45,910, $72,313, $0, $0 and $118,223, respectively)
     465,974       545,998       9,062       —       1,021,034  
 
                                        
Total income
     18,674,311       3,625,596       206,801       —       22,506,708  
 
                                        
Expenses:
                                        
Management fees
     6,790,112       2,889,236       126,145       (546,890 )(a)     9,258,603  
Administrative fees
     —       227,175       159,148       (386,323 )(b)     —  
Distribution and service fees
     2,612,081       2,294,358       18,887       (395,069 )(b)     4,530,258  
Transfer agent fees
     1,405,893       921,511       32,620       (277,067 )(b)     2,082,958  
Custody and accounting fees
     212,103       6,605       3,767       38,412 (b)     260,887  
Printing fees
     90,105       133,458       17,088       (132,885 )(b)     107,766  
Registration fees
     75,006       72,501       42,188       (99,988 )(b)     89,707  
Audit fees
     47,999       28,372       45,953       (69,525 )(b)     52,799  
Legal fees
     18,533       59,796       11,229       (67,318 )(b)     22,240  
Trustee fees
     15,230       55,596       1,228       (56,824 )(b)     15,230  
Service share fees
     54,938       —       —       2 (b)     54,940  
Other
     121,636       86,957       10,338       (61,619 )(b)     157,312  
 
                                        
Total expenses
     11,443,636       6,775,565       468,591       (2,055,093 )     16,632,699  
Less — expense reductions
     (1,628,072 )     (100,912 )     (301,099 )     (63,629 )(c)     (2,093,712 )
 
                                        
Net Expenses
     9,815,564       6,674,653       167,492       (2,118,722 )     14,538,987  
 
                                        
Net Investment Income (loss)
     8,858,747       (3,049,057 )     39,309       2,118,722       7,967,721  
 
                                        
 
                                        
Realized and unrealized gain (loss) on investment and futures transactions:
                                        
Net realized gain (loss) from:
                                        
Investment transactions
     71,738,092       33,549,820       986,438       2,884       106,277,234  
Futures transactions
     (36,059 )     —       —       —       (36,059 )
Foreign currency related transactions
     —       —       (320 )     —       (320 )
Net change in unrealized gain (loss) on:
                                        
Investments
     9,763,484       (27,179,139 )     (184,021 )     —       (17,599,676 )
Futures
     137,231       —               —       137,231  
 
                                        
Net realized and unrealized gain on investment and futures transactions
     81,602,748       6,370,681       802,097       2,884       88,778,410  
 
                                        
 
                                        
Net Increase in Net Assets Resulting from Operations
   $ 90,461,495     $ 3,321,624     $ 841,406     $ 2,121,606     $ 96,746,131  
 
                                        
 
(a)   Adjustment to reduce management fee based on Structured U.S. Equity Fund rates.
 
(b)   Adjustments to reflect the anticipated adjustment as a result of consolidation of transfer agent, printing, custody and accounting and other services.
 
(c)   Adjustment to reflect increase in expense reduction based on Structured U.S. Equity Fund current expense cap and waivers.
The accompanying notes are an integral part of these pro forma financial statements.

 

 

GOLDMAN SACHS STRUCTURED U.S. EQUITY FUND
Notes to Pro Forma Financial Statements
For the Twelve Months Ended August 31, 2006 (Unaudited)
1. ORGANIZATION
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 the Goldman Sachs Structured U.S. Equity Fund (the “Fund”). The Fund is a diversified portfolio offering five classes of shares — Class A, Class B, Class C, Institutional and Service. Class A shares of the Fund are sold with a front-end sales charge of up to 5.50%. Class B shares of the Fund 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 Fund are sold with a contingent deferred sales charge of 1.00% during the first 12 months. Institutional and Service Class shares of the Fund are not subject to a sales charge.
AXA Enterprise Funds Trust(the “Enterprise Trust”) is registered under the Act as an open-end management investment company. The Enterprise Trust currently has sixteen active investment portfolios, including the Capital Appreciation Portfolio (the “Portfolio”) which offers four classes of shares—Class A, B, C, and Y.
AXA Enterprise Multimanager Funds Trust(the “Multimanager Trust”) is registered under the Act as an open-end management investment company. The Multimanager Trust currently has thirteen portfolios, including the Multimanager Core Equity (the “Multimanager Portfolio”) which offers five classes of shares—Class A, B, C, P, and Y.
2. BASIS OF COMBINATION
The unaudited pro forma Statement of Investments, Statement of Assets and Liabilities, and Statement of Operations ( “pro forma statements” ) reflect the accounts of the Fund as if the proposed reorganization occurred as of and for the twelve months ended August 31, 2006. Class A of the Portfolio and Class A and Class P of the Multimanager Portfolio will be combined with Class A of the Fund, Class B of the Portfolio and Class B of the Multimanager Portfolio will be combined with Class B of the Fund, Class C of the Portfolio and Class C of the Multimanager Portfolio will be combined with Class C of the Fund and Class Y of the Portfolio and Class Y of the Multimanager Portfolio will be combined with Institutional Class of the Fund. These pro forma statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the period shown.
The Fund will be the accounting survivor for financial reporting purposes. The Plan of Reorganization provides for a tax-free acquisition of the Portfolio and Multimanager Portfolio into the Fund. The acquisition is expected to be completed in April 2007.
3. SHARES OF BENEFICIAL INTEREST
These pro forma statements give effect to the proposed transaction whereby all assets of the Portfolio will be exchanged for shares of the Fund. The Fund will assume the liabilities, if any, of the Portfolio. Immediately thereafter, shares of the Fund will be distributed to the shareholders of the Portfolio. The Portfolio will be subsequently terminated.
The pro forma net asset value per share assumes the issuance of additional shares of the Fund, which would have been issued on August 31, 2006 in connection with the proposed reorganization. The amount of additional shares assumed to be issued under the reorganization was calculated based on the August 31, 2006 net assets of the Fund and the net asset value per share of the Fund. These amounts are summarized as follows:
                                 
    Class A
   Class B
   Class C
   Institutional
Shares Issued
     6,182,112       2,252,214       2,183,278       2,221,889  
Net Assets 08/31/2006
   $ 196,536,820     $ 67,387,928     $ 65,014,308     $ 72,167,169  
Pro Forma Net Asset Value 08/31/2006
   $ 31.79     $ 29.92     $ 29.78     $ 32.48  

 

 

4. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.
A. Investment Valuation — Investments in equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system or for investments in securities traded on a foreign securities exchange for which an independent fair value service is not available are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, such securities are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/dealer-supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other than those that are exchange traded) are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed not to reflect market value by the Investment Adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.
B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified-cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted. In addition, it is the Fund’s policy to accrue for estimated capital gains taxes on foreign securities held by the Fund, which are subject to taxes. 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 Fund 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 Fund of the Trust are allocated to the Fund on a straight-line and/or pro-rata basis depending upon the nature of the expense.
     Class A, Class B and Class C shareholders of the Fund bear all expenses and fees relating to its respective Distribution and Service Plans. Service Shares bear all expenses and fees relating to its Service and Shareholder Administration Plans. Each class of shares separately bears its respective class-specific Transfer Agency fees.
D. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income distributions and capital gains distributions, if any, are declared and paid annually.
     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from tax return of capital.
     In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, an 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.
     The Fund had capital loss carryforwards as of its most recent fiscal year ended August 31, 2006. The year and amount of expiration for each capital loss carryforward is indicated below in (000):
                 
    The Portfolio and the Multi    
Capital Loss Carryforward*
   Manager Portfolio
   Structured U.S. Equity Fund
Expiring 2009
   $ 3,326     $ —  
Expiring 2010
     25,282       21,317,839  
Expiring 2011
     —       —  
 
Total
   $ 28,608     $ 21,317,839  
 
*   Expiration occurs on August 31 of the year indicated. As a consequence of the reorganization, utilization of these losses may be limited under the Internal Revenue Code.

2

 

E. Futures Contracts — The Funds may enter into futures transactions to hedge against changes in interest rates, securities prices, currency exchange rates or to seek to increase total return. Futures contracts are valued at the last settlement price or in the absence of a sale, the last bid price, at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Funds are required to deposit with a broker or the Funds’ custodian bank on behalf of the broker an amount of cash or securities equal to the minimum ‘‘initial margin’’ requirement of the associated futures exchange. Subsequent payments for futures contracts (‘‘variation margin’’) are paid or received by the Funds, dependant on the fluctuations in the value of the contracts, and are recorded for financial reporting purposes as unrealized gains or losses. When contracts are closed, the Funds realize a gain or loss which is reported in the Statement of Operations.
The use of futures contracts involve, to varying degrees, elements of market and counterparty risk which may exceed the amounts recognized in the Statement of Assets and Liabilities. Changes in the value of a futures contract may not directly correlate with changes in the value of the underlying securities. The risk may decrease the effectiveness of the Funds’ strategies and potentially result in a loss.
F. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to exceed the value of the repurchase agreement, including accrued interest. If the seller defaults or becomes insolvent, realization of the collateral by the Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.
     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, transfers uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.
G. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate or physically move liquid assets, on the books of its custodian or to respective counterparties, with a current value equal to or greater than the market value of the corresponding transactions.
H. Commission Recapture — The Fund may direct portfolio trades, subject to obtaining best execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to the Fund as cash payments and are included in the net realized gain (loss) on investments in the Statements of Operations.
5. AGREEMENTS
GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees. As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, equally to an annual percentage rate of the Fund’s average daily net assets.
     The Investment Adviser has entered into a fee reduction commitment for the Fund which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of December 29, 2005 to achieve the rates listed below:
         
Average Daily Net Assets
  
 Annual Rate
First $1 Billion
     0.65 %
Next $1 Billion
     0.59 %
Over $2 Billion
     0.56 %
 

3

 

     Additionally, effective December 29, 2005, GSAM has voluntarily agreed to waive a portion of its Management fees equal to 0.14% based on the average daily net assets of the Fund.
     GSAM has voluntarily agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Distribution and Service fees, Transfer Agency fees and expenses, Service Shares fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.004% of the average daily net assets of the Fund. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any.
     The Trust, on behalf of the 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, to 0.25%, 0.75% and 0.75% of the Fund’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 the Fund’s average daily net assets attributable to Class B and Class C Shares.
     Goldman Sachs serves as Distributor of the shares of the Fund pursuant to a Distribution Agreement. Goldman Sachs may retain a portion of the Class A sales load and Class B and Class C contingent deferred sales charges. For the twelve months ended August 31, 2006, Goldman Sachs advised the Fund that it retained approximately $56,400, $0, and $0 for Class A, Class B, and Class C Shares, respectively.
     Goldman Sachs also serves as Transfer Agent of the Fund for a fee. Fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate as follows: 0.19% of the average daily net assets for Class A, B and Class C shares and 0.04% of the average daily net assets for Institutional and Service Shares.
     The Trust, on behalf of the Fund, 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 its 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.
     For the twelve months ended August 31, 2006, GSAM has voluntarily agreed to reimburse certain expenses. In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. Goldman Sachs, as Transfer Agent, voluntarily made a payment to the Fund related to certain earnings credits that reduce transfer agent fees. The Fund’s expense reductions were approximately, $1,048,000, $538,000, and $15,000 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively. The Portfolio’s expense reductions were approximately, $0, $101,000, and $0 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively. The Multi manager Portfolio’s expense reductions were approximately, $298,000, $3,000, and $0 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively.
     At August 31, 2006, amounts owed to affiliates by the Fund were approximately $589,000, $225,000, and $137,000 for Management, Distribution and Service, and Transfer Agent fees, respectively. Amounts owed to affiliates by the Portfolio were approximately $241,000, $35,000, and $0 for Management, Distribution and Service, and Transfer Agent fees, respectively. Amounts owed to affiliates by the Multi Manager Portfolio were approximately $30,000, $0, and $0 for Management, Distribution and Service, and Transfer Agent fees, respectively.
6. SECURITIES LENDING
Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs and affiliates. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. The market value of the loaned securities is determined at the close of business of the Fund, at their last sale price or official closing price on the principal exchange or system on which they are traded, and any additional required collateral is delivered to the Fund on the next business day. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.

4

 

     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the twelve months ended August 31, 2006, is reported parenthetically on the Statement of Operations. For the twelve months ended August 31, 2006, BGA earned $7,169 in fees as securities lending agent. A portion of this amount, $2,714, represents compensation earned by the Fund from lending its securities to Goldman Sachs. At August 31, 2006, the Fund loaned securities having a market value of $54,679,277 collateralized by cash in the amount of $55,463,875. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

5

 

Pro Forma Combined Statement of Investments for the Goldman Sachs Trust Growth & Income Fund and AXA Enterprise Equity Income Fund August 31, 2006 (Unaudited)
                                                             
Shares
     Description
   Value
  
        AXA Enterprise                               AXA Enterprise                
GS Growth &     Equity Income           Pro Forma         GS Growth &     Equity Income             Pro Forma  
Income Fund     Fund   Adjustments     Combined Fund         Income Fund     Fund     Adjustments     Combined Fund  
   
    
    
       
 
                   Common Stocks - 97.4%                                
       
 
                   Air Freight & Logistics - 0.0%                                
$ —   $
6,700
   $ —     $ 6,700     Pacer International, Inc.   $ —     $ 184,451     $ —     $ 184,451  
                                   
       
 
                   Biotechnology - 0.4%                                
  72,999    
—
     —       72,999     Amgen, Inc. *     4,958,822       —       —       4,958,822  
                                   
       
 
             —                                 —  
       
 
                   Brokers - 2.9%                                
  306,978    
—
     —       306,978     Lehman Brothers Holdings, Inc.     19,588,266       —       —       19,588,266  
  72,595    
—
     —       72,595     Merrill Lynch & Co., Inc.     5,337,910       —       —       5,337,910  
  182,920    
46,900
     —       229,820     Morgan Stanley     12,034,307       3,085,551       —       15,119,858  
                                   
       
 
                         36,960,483       3,085,551       —       40,046,034  
                                   
       
 
                   Chemicals - 0.2%                                
  —    
22,500
     —       22,500     BASF AG ADR     —       1,858,050       —       1,858,050  
  —    
20,800
     —       20,800     Rohm and Haas Co.     —       917,280       —       917,280  
                                   
       
 
                         —       2,775,330       —       2,775,330  
                                   
       
 
                   Commercial Services &
Supplies - 0.1%		                                
  —    
114,700
     —       114,700     Steelcase, Inc.     —       1,663,150       —       1,663,150  
                                   
       
 
                   Communications
Equipment - 0.1%		                                
  —    
86,100
     —       86,100     Nokia Corp. ADR     —       1,797,768       —       1,797,768  
                                   
       
 
                   Computers Hardware - 2.3%                                
  1,119,992    
—
     —       1,119,992     Cisco Systems, Inc. *     24,628,624       —       —       24,628,624  
  179,853    
—
     —       179,853     Hewlett-Packard Co.     6,575,426       —       —       6,575,426  
                                   
       
 
                         31,204,050       —       —       31,204,050  
                                   
       
 
                   Computer Software - 0.7%                                
  774,548    
—
     —       774,548     Activision, Inc. *     9,991,669       —       —       9,991,669  
                                   
       
 
                   Containers & Packaging - 0.2%                                
  —    
55,600
     —       55,600     Bemis Co., Inc.     —       1,795,880       —       1,795,880  
  —    
29,800
     —       29,800     Sonoco Products Co., Inc.     —       997,704       —       997,704  
                                   
       
 
                         —       2,793,584       —       2,793,584  
                                   
       
 
                   Defense/Aerospace - 1.7%                                
  198,365    
—
     —       198,365     General Dynamics Corp.     13,399,556       —       —       13,399,556  
  —    
41,700
     —       41,700     Goodrich Corp.     —       1,624,215       —       1,624,215  
  —    
42,000
     —       42,000     Northrop Grumman Corp.     —       2,806,020       —       2,806,020  
  —    
59,100
     —       59,100     Raytheon Co.     —       2,790,111       —       2,790,111  
  33,235    
—
     —       33,235     The Boeing Co.     2,489,301       —       —       2,489,301  
                                   
       
 
                         15,888,857       7,220,346       —       23,109,203  
                                   
       
 
                   Diversified Energy - 1.6%                                
  891,546    
—
     —       891,546     The Williams Companies, Inc.     21,958,778       —       —       21,958,778  
                                   
       
 
                   Drugs - 4.8%                                
  —    
76,800
     —       76,800     Biovail Corp. International     —       1,254,912       —       1,254,912  
  —    
29,200
     —       29,200     GlaxoSmithKline ADR     —       1,657,976       —       1,657,976  
  —    
68,400
     —       68,400     Merck & Co., Inc.     —       2,773,620       —       2,773,620  
  1,880,163    
105,500
     —       1,985,663     Pfizer, Inc.     51,817,292       2,907,580       —       54,724,872  
  —    
41,300
     —       41,300     Sanofi-Aventis ADR     —       1,856,435       —       1,856,435  
  —    
53,100
     —       53,100     Wyeth     —       2,585,970       —       2,585,970  
                                   
       
 
                         51,817,292       13,036,493       —       64,853,785  
                                   
       
 
                   Electric Utilities - 6.5%                                
  70,578    
—
     —       70,578     Edison International     3,080,024       —       —       3,080,024  
  484,559    
—
     —       484,559     Entergy Corp.     37,626,006       —       —       37,626,006  
  365,475    
—
     —       365,475     Exelon Corp.     22,286,666       —       —       22,286,666  
  133,437    
36,800
     —       170,237     FirstEnergy Corp.     7,613,915       2,099,808       —       9,713,723  
  70,060    
—
     —       70,060     FPL Group, inc.     3,114,167       —       —       3,114,167  
  367,631    
—
     —       367,631     PPL Corp.     12,856,056       —       —       12,856,056  
                                   
       
 
                         86,576,834       2,099,808       —       88,676,642  
                                   
       
 
                   Electrical Equipment - 0.2%                                
  —    
32,000
     —       32,000     Emerson Electric Co.     —       2,628,800       —       2,628,800  
                                   
                                     
       
 
                   Electronic Equipment - 0.1%                                
  —    
109,901
     —       109,901     AU Optronics Corp.     —       1,602,357       —       1,602,357  
                                   
       
 
                   Energy Resources - 8.8%                                
  —    
13,600
     —       13,600     BP Amoco P.L.C. ADR     —       925,480       —       925,480  
  —    
50,199
     —       50,199     Chevron Corp.     —       3,232,816       —       3,232,816  
  536,248    
48,400
     —       584,648     ConocoPhillips     34,014,211       3,070,012       —       37,084,223  
  894,742    
44,200
     —       938,942     Exxon Mobil Corp.     60,547,191       2,991,014       —       63,538,205  
  —    
31,100
     —       31,100     Kinder Morgan, Inc.     —       3,245,596       —       3,245,596  
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                             
Shares
     Description
   Value
  
        AXA Enterprise                               AXA Enterprise                
GS Growth &     Equity Income           Pro Forma         GS Growth &     Equity Income             Pro Forma  
Income Fund     Fund   Adjustments     Combined Fund         Income Fund     Fund     Adjustments     Combined Fund  
 
    
    
$ —   $
41,900
   $ —     $ 41,900     Marathon Oil Corp.   $ —     $ 3,498,650     $ —     $ 3,498,650  
  —    
51,700
     —       51,700     Norsk Hydro ASA ADR     —       1,344,200       —       1,344,200  
  —    
77,200
     —       77,200     Occidental Petroleum Corp.     —       3,936,428       —       3,936,428  
  —    
18,800
     —       18,800     PetroChina Co. ADR     —       2,108,984       —       2,108,984  
  —    
32,500
     —       32,500     TransCanada     —       1,056,900       —       1,056,900  
                                    —  
       
 
                         94,561,402       25,410,080       —       119,971,482  
                                    —  
       
 
                   Energy-Master Limited
Partnerships - 3.8%		                                
  277,020    
—
     —       277,020     Energy Transfer Partners LP     13,205,543       —       —       13,205,543  
  638,360    
—
     —       638,360     Enterprise Products Partners LP     17,088,897       —       —       17,088,897  
  319,337    
—
     —       319,337     Magellan Midstream Partners LP     11,767,569       —       —       11,767,569  
  —    
25,300
     —       25,300     Plains All American Pipeline LP     —       1,163,800       —       1,163,800  
  228,781    
—
     —       228,781     Williams Partners LP     8,197,223       —       —       8,197,223  
                                    —  
       
 
                         50,259,232       1,163,800       —       51,423,032  
                                    —  
       
 
                   Environmental & Other Services - 1.2%                                
  381,597    
76,600
     —       458,197     Waste Management, Inc.     13,081,145       2,625,848       —       15,706,993  
                                    —  
       
 
                   Financial Technology - 0.7%                                
  209,283    
—
     —       209,283     First Data Corp.     8,992,891       —       —       8,992,891  
                                    —  
       
 
                   Food & Beverage - 1.4%                                
  —    
44,600
     —       44,600     Heinz H. J. Co.     —       1,866,064       —       1,866,064  
  —    
45,900
     —       45,900     Kellogg Co.     —       2,327,130       —       2,327,130  
  —    
44,100
     —       44,100     Molson Coors Brewing Co.     —       3,100,230       —       3,100,230  
  —    
32,800
     —       32,800     Sara Lee Corp.     —       545,464       —       545,464  
  471,985    
—
     —       471,985     Unilever NV     11,252,122       —       —       11,252,122  
                                    —  
       
 
                         11,252,122       7,838,888       —       19,091,010  
                                    —  
       
 
                   Home Products - 2.4%                                
  —    
42,500
     —       42,500     Colgate Palmolive Co.     —       2,544,050       —       2,544,050  
  —    
55,400
     —       55,400     Koninklijke Philips     —       1,901,328       —       1,901,328  
  —    
79,100
     —       79,100     Legget and Platt, Inc.     —       1,823,255       —       1,823,255  
  680,534    
52,700
     —       733,234     Newell Rubbermaid, Inc.     18,367,613       1,422,373       —       19,789,986  
  —    
18,600
     —       18,600     Proctor & Gamble Co.     —       1,151,340       —       1,151,340  
  —    
16,200
     —       16,200     Stanley Works     —       765,126       —       765,126  
  77,300    
—
     —       77,300     The Clorox Co.     4,623,313       —       —       4,623,313  
                                    —  
       
 
                         22,990,926       9,607,472       —       32,598,398  
                                    —  
       
 
                   Hotels & Leisure - 0.2%                                
  —    
36,700
     —       36,700     Harrah’s Entertainment, Inc.     —       2,288,612       —       2,288,612  
                                    —  
       
 
                   Industrial Conglomerates - 0.1%                                
  —    
34,200
     —       34,200     General Electric Co.     —       1,164,852       —       1,164,852  
                                    —  
       
 
                   Insurance - 1.5%                                
  —    
164,541
     —       164,541     AEGON N.V     —       2,941,993       —       2,941,993  
  —    
61,200
     —       61,200     Chubb Corp.     —       3,069,792       —       3,069,792  
  —    
76,100
     —       76,100     Commerce Group, Inc.     —       2,267,019       —       2,267,019  
  —    
59,300
     —       59,300     Lincoln National Corp.     —       3,599,510       —       3,599,510  
  —    
72,700
     —       72,700     Manulife Financial Corp.     —       2,373,655       —       2,373,655  
  —    
73,800
     —       73,800     Nationwide Financial     —       3,572,658       —       3,572,658  
  —    
56,000
     —       56,000     Sun Life Financial     —       2,307,760       —       2,307,760  
                                    —  
       
 
                         —       20,132,387       —       20,132,387  
                                    —  
       
 
                   Large Banks - 14.0%                                
  —    
93,000
     —       93,000     Banco Stantader Central     —       1,448,010       —       1,448,010  
  1,094,172    
36,600
     —       1,130,772     Bank of America Corp.     56,317,033       1,883,802       —       58,200,835  
  647,391    
51,200
     —       698,591     Citigroup, Inc.     31,948,746       2,526,720       —       34,475,466  
  —    
16,700
     —       16,700     HSBC Holdings ADR     —       1,518,698       —       1,518,698  
  —    
76,300
     —       76,300     ING Groep N.V. ADR     —       3,313,709       —       3,313,709  
  1,131,705    
68,700
     —       1,200,405     J.P. Morgan Chase & Co.     51,673,650       3,136,842       —       54,810,492  
  —    
29,300
     —       29,300     PNC Financial Services     —       2,074,147       —       2,074,147  
  —    
30,200
     —       30,200     SunTrust Banks, Inc.     —       2,307,280       —       2,307,280  
  862,267    
49,100
     —       911,367     Wells Fargo & Co.     29,963,778       1,706,225       —       31,670,003  
                                    —  
       
 
                         169,903,207       19,915,433       —       189,818,640  
                                    —  
       
 
                   Machinery - 0.4%                                
  —    
27,500
     —       27,500     Caterpillar, Inc.     —       1,824,625       —       1,824,625  
  —    
56,800
     —       56,800     SPX Corp.     —       2,999,040       —       2,999,040  
                                    —  
       
 
                         —       4,823,665       —       4,823,665  
                                    —  
       
 
                   Media - 1.9%                                
  400,171    
—
     —       400,171     Comcast Corp. *     14,005,985       —       —       14,005,985  
  734,290    
—
     —       734,290     Time Warner, Inc.     12,203,900       —       —       12,203,900  
                                    —  
       
 
                         26,209,885       —       —       26,209,885  
                                    —  
       
 
                   Medical Products - 2.1%                                
  428,483    
—
     —       428,483     Baxter International, Inc.     19,016,076       —       —       19,016,076  
  192,200    
—
     —       192,200     Medtronic, Inc.     9,014,180       —       —       9,014,180  
                                    —  
       
 
                         28,030,256       —       —       28,030,256  
                                    —  
       
 
                   Mining - 0.4%                                
  106,577    
—
     —       106,577     Nucor Corp.     5,208,418       —       —       5,208,418  
  —    
6,300
     —       6,300     Southern Copper Corp.     —       581,616       —       581,616  
                                    —  
       
 
                         5,208,418       581,616       —       5,790,034  
                                    —  
       
 
                   Motor Vehicle - 0.6%                                
  144,654    
—
     —       144,654     Autoliv, Inc.     8,175,844       —       —       8,175,844  
  —    
11,500
     —       11,500     DaimlerChrysler AG     —       606,970       —       606,970  
                                    —  
       
 
                         8,175,844       606,970       —       8,782,814  
                                    —  
       
 
                   Oil Refining - 0.9%                                
  189,962    
—
     —       189,962     EOG Resources, Inc.     12,313,337       —       —       12,313,337  
                                    —  
       
 
                   Oil Services - 1.0%                                
  108,414    
—
     —       108,414     Baker Hughes, Inc.     7,716,909       —       —       7,716,909  
  185,566    
—
     —       185,566     BJ Services Co.     6,366,769       —       —       6,366,769  
                                    —  
       
 
                         14,083,678       —       —       14,083,678  
                                    —  
       
 
                   Paper & Packaging - 3.0%                                
  494,150    
—
     —       494,150     International Paper Co.     17,181,595       —       —       17,181,595  
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                
Shares
     Description
   Value
  
        AXA Enterprise                               AXA Enterprise                
GS Growth &     Equity Income           Pro Forma         GS Growth &     Equity Income             Pro Forma  
Income Fund     Fund   Adjustments     Combined Fund         Income Fund     Fund     Adjustments     Combined Fund  
 
    
    
$ —   $ 80,200   $ —     $ 80,200     Louisiana-Pacific Corp.   $ —     $ 1,568,712     $ —     $ 1,568,712  
  702,726    
—
     —       702,726     Packaging Corp. of America     16,261,080       —       —       16,261,080  
  172,035    
—
     —       172,035     Plum Creek Timber Co., Inc.     5,991,979       —       —       5,991,979  
                                  — —  
       
 
                         39,434,654       1,568,712       —       41,003,366  
                                       
       
 
                   Parts & Equipment - 1.6%                                
  350,933    
—
     —       350,933     United Technologies Corp.     22,007,008       —       —       22,007,008  
                                       
       
 
                   Property Insurance - 3.4%                                
  158,631    
—
     —       158,631     American International Group, Inc.     10,123,830       —       —       10,123,830  
  198,270    
—
     —       198,270     PartnerRe, Inc.     12,748,761       —       —       12,748,761  
  230,034    
—
     —       230,034     The Allstate Corp.     13,328,170       —       —       13,328,170  
  157,271    
—
     —       157,271     XL Capital     10,323,269       —       —       10,323,269  
                                       
       
 
                         46,524,030       —       —       46,524,030  
                                       
       
 
                   Regional’s - 1.9%             —               —  
  499,595    
—
     —       499,595     KeyCorp     18,380,100       —       —       18,380,100  
  220,438    
—
     —       220,438     Regions Financial Corp.     7,933,564       —       —       7,933,564  
                                       
       
 
                         26,313,664       —       —       26,313,664  
                                       
       
 
                   REITs - 4.3%                                
  207,380    
—
     —       207,380     Apartment Investment & Management Co.     10,626,151       —       —       10,626,151  
  461,288    
—
     —       461,288     Capital Source, Inc, (a)     11,209,298       —       —       11,209,298  
  —    
49,700
     —       49,700     CBL & Associates     —       2,024,778       —       2,024,778  
  169,615    
—
     —       169,615     Developers Diversified Realty Corp.     9,176,172       —       —       9,176,172  
  —    
42,400
     —       42,400     First Industrial Realty     —       1,836,768       —       1,836,768  
  —    
32,400
     —       32,400     General Growth Properties, Inc.     —       1,468,692       —       1,468,692  
  —    
15,200
     —       15,200     Highwoods Properties, Inc.     —       573,648       —       573,648  
  —    
110,900
     —       110,900     Host Hotels & Resorts, Inc.     —       2,499,686       —       2,499,686  
  423,295    
—
     —       423,295     iStar Financial, Inc. (a)     17,744,526       —       —       17,744,526  
  —    
22,600
     —       22,600     Simon Property Group, Inc.     —       1,916,254       —       1,916,254  
                                       
       
 
                         48,756,147       10,319,826       —       59,075,973  
                                       
       
 
                   Restaurants - 2.4%                                
  844,904    
62,500
     —       907,404     McDonald’s Corp.     30,332,054       2,243,750       —       32,575,804  
                                       
       
 
                   Retail Apparel - 1.9%                                
  408,367    
—
     —       408,367     J.C. Penny Co., Inc.     25,743,456       —       —       25,743,456  
                                       
       
 
                   Semiconductors - 0.4%                                
  —    
68,600
     —       68,600     Microchip Technology     —       2,343,376       —       2,343,376  
  —    
310,336
     —       310,336     Taiwan Semiconductor     —       2,889,228       —       2,889,228  
                                       
       
 
                         —       5,232,604       —       5,232,604  
                                       
       
 
                   Specialty Financials - 6.3%                                
  258,176    
—
     —       258,176     Alliance Bernstein Holding LP     17,220,339       —       —       17,220,339  
  302,484    
—
     —       302,484     American Capital Strategies Ltd. (a)     11,715,205       —       —       11,715,205  
  468,072    
—
     —       468,072     Apollo Investment Corp.     9,347,398       —       —       9,347,398  
  319,055    
—
     —       319,055     Countrywide Financial Corp.     10,784,059       —       —       10,784,059  
  —    
66,800
     —       66,800     Indymac Bancorp, Inc.     —       2,611,880       —       2,611,880  
  775,890    
42,800
     —       818,690     Washington Mutual, Inc.     32,502,032       1,792,892       —       34,294,924  
                                       
       
 
                         81,569,033       4,404,772       —       85,973,805  
                                       
       
 
                   Specialty Stores - 0.3%                                
  —    
69,200
     —       69,200     Limited Brands, Inc.     —       1,780,516       —       1,780,516  
  —    
55,900
     —       55,900     Sherwin Williams     —       2,886,676       —       2,886,676  
                                       
       
 
                         —       4,667,192       —       4,667,192  
                                       
       
 
                   Telecom Equipment - 1.3%                                
  745,634    
—
     —       745,634     Motorola, Inc.     17,432,923       —       —       17,432,923  
                                       
       
 
                   Telephone - 3.6%                                
  —    
82,600
     —       82,600     AT&T, Inc.     —       2,571,338       —       2,571,338  
  —    
55,100
     —       55,100     Bell South Corp.     —       2,243,672       —       2,243,672  
  1,186,316    
69,500
     —       1,255,816     Verizon Communications Group, Inc.     41,734,597       2,445,010       —       44,179,607  
                                       
       
 
                         41,734,597       7,260,020       —       48,994,617  
                                       
       
 
                   Tobacco - 2.2%                                
  317,698    
—
     —       317,698     Altria Group, Inc.     26,537,314       —       —       26,537,314  
  —    
25,100
     —       25,100     Lowes Corp Carolina Group     —       1,437,226       —       1,437,226  
  —    
23,100
     —       23,100     Reynolds American     —       1,503,117       —       1,503,117  
                                       
       
 
                         26,537,314       2,940,343       —       29,477,657  
                                       
       
 
                   Transports - 1.1%                                
  —    
19,400
     —       19,400     Laidlaw International, Inc.     —       523,800       —       523,800  
  113,655    
—
     —       113,655     Union Pacific Corp.     9,132,179       —       —       9,132,179  
  73,277    
—
     —       73,277     United Parcel Service, Inc. Class B     5,133,054       —       —       5,133,054  
                                       
       
 
                         14,265,233       523,800       —       14,789,033  
                                       
       
 
                   Utilities - 0.4%                                
  —    
72,600
     —       72,600     Duke Energy Corp.     —       2,178,000       —       2,178,000  
  —    
100,150
     —       100,150     MDU Resources Group, Inc.     —       2,453,675       —       2,453,675  
  —    
47,700
     —       47,700     Teco Energy, Inc.     —       752,229       —       752,229  
                                       
       
 
                         —       5,383,904       —       5,383,904  
                                       
       
 
                   Wireless Communications - 0.1%                                
  —    
45,200
     —       45,200     Sprint Nextel Corp.     —       764,784       —       764,784  
                                       
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                               
Shares   Description   Value
 
 
        AXA Enterprise                           AXA Enterprise        
GS Growth &   Equity Income       Pro Forma       GS Growth &   Equity Income       Pro Forma
Income Fund   Fund   Adjustments   Combined Fund       Income Fund   Fund   Adjustments   Combined Fund
 
 
                           
TOTAL COMMON STOCKS
                            
                           
(Cost $991,906,962, $158,447,610, $0 and 1,150,354,572 respectively)
  $ 1,145,069,241     $ 180,356,967     $ —   $ 1,325,426,208  
                                 
   
Principal Amount   Interest Rate        Maturity Date   Value
 
 
 
                           
Time Deposits - 0.4%
                            
$ —     $ 6,105,699     —   $ 6,105,699    
JP Morgan Chase Nassau
    —       6,105,699        —     6,105,699  
                                 
                           
TOTAL Time Deposits (Cost $0, $6,105,699, $0 and $6,105,699 respectively)
  $ —     $ 6,105,699     $ —   $ 6,105,699  
                                   
                           
 
                            
                           
Repurchase Agreement (b) - 1.9%
                            
  25,400,000       —     —     25,400,000    
Joint Repurchase Agreement Account II 5.28% 09/01/2006 Maturity Value $25,403,726 (Cost $25,400,000, $0, $0 and $25,400,000 respectively)
  $ 25,400,000     $ —     $ —   $ 25,400,000  
                                 
                           
TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL (Cost $1,017,306,962, $164,553,309, $0 and $1,181,860,271 respectively)
  $ 1,170,469,241     $ 186,462,666     $ —   $ 1,356,931,907  
                                 
                           
 
                            
Shares/Principal   Description   Value
 
 
 
                           
Securities Lending Collateral - 5.3%
                            
  —       20,489,681     —     20,489,681    
Banc of America Securities LLC
    —       20,489,681        —     20,489,681  
                                 
  51,167,925       —     —     51,167,925    
Boston Global Investment Trust — Enhanced Portfolio
    51,167,925       —        —     51,167,925  
                                 
                           
TOTAL SECURITIES LENDING COLLATERAL (Cost $51,167,925, $0, $0 and $51,167,925 respectively)
  $ 51,167,925     $ 20,489,681     $ —   $ 71,657,606  
                                 
                           
TOTAL INVESTMENTS (Cost $1,068,474,887, $185,042,990, $0 and $1,253,517,877 respectively) 105.0%
  $ 1,221,637,166     $ 206,952,347     $ —   $ 1,428,589,513  
                                 
                           
 
                            
                           
OTHER ASSETS IN EXCESS OF LIABILITIES/(LIABILITIES IN EXCESS OF OTHER ASSETS) -5.0%
    (48,557,968 )     (19,909,573 )      —     (68,467,541 )
                                 
                           
 
                            
                           
NET ASSETS - 100.0%
  $ 1,173,079,198     $ 187,042,774     $ —   $ 1,360,121,972  
                                 
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 the security is on loan.
(b)   Repurchase agreement was entered into on August 31, 2006.
   
ADR American Depository Receipt     
REIT Real Estate Investment Trust    		  
   
The accompanying notes are an integral part of these pro forma financial statements.

 

Pro Forma Combined Statement of Assets and Liabilities
For the Goldman Sachs Growth and Income Fund and the AXA Enterprise Equity Income Fund
August 31, 2006 (Unaudited)
                                           
    Goldman Sachs     AXA Enterprise                
    Growth and     Equity Income             Pro Forma  
    Income Fund     Fund     Adjustments     Combined Fund  
 
  
   
   
   
 
Assets:
                                
Investments in securities, at value (identified cost $1,017,306,962, $158,447,610, $0 and $1,175,754,572, respectively) — (including $49,911,437 $20,212,656, $0 and $70,124,093 of securities on loan, respectively)
   $ 1,170,469,241     $ 180,356,967     $ —     $ 1,350,826,208  
Investments in short term securities, at value (cost $0, $6,105,699, $0 and $6,105,699, respectively)
     —       6,105,699       —       6,105,699  
Securities Lending collateral, at value (cost $51,167,925, $20,481,681 $0 and $71,657,606, respectively)
     51,167,925       20,489,681       —       71,657,606  
Cash
     31,940       670,441       —       702,381  
Receivables:
                                
Investment securities sold, at value
     —       222,946       —       222,946  
Fund shares sold
     2,999,444       52,486       —       3,051,930  
Dividends and interest, at value
     3,307,462       570,488       —       3,877,950  
Foreign tax reclaims, at value
     29,188       —       —       29,188  
Securities lending income
     3,230       —       —       3,230  
Other assets
     6,432       59,267       —       65,699  
 
                                
Total assets
     1,228,014,862       208,527,975       —       1,436,542,837  
 
                                
 
                                
Liabilities:
                                
Payables:
                                
Investment securities purchased
     —       526,484       —       526,484  
Payable upon return of securities loaned
     51,167,925       20,489,681       —       71,657,606  
Fund shares repurchased
     2,391,428       185,726       —       2,577,154  
Amounts owed to affiliates
     1,162,667       —       —       1,162,667  
Accrued expenses
     213,644       283,310       —       496,954  
 
                                
Total liabilities
     54,935,664       21,485,201       —       76,420,865  
 
                                
 
                                
Net Assets:
                                
Paid-in capital
     968,380,655       151,584,145       —       1,119,964,800  
Accumulated undistributed net investment income (loss)
     4,244,248       1,838,496       —       6,082,744  
Accumulated net realized gain (loss) on investments
     47,292,016       11,710,776       —       59,002,792  
Net unrealized gain on investments
     153,162,279       21,909,357       —       175,071,636  
 
                                
Net Assets
   $ 1,173,079,198     $ 187,042,774     $ —     $ 1,360,121,972  
 
                                
 
                                
 
Net Assets:
                                
Class A
   $ 1,061,063,489     $ 113,844,920     $ —     $ 1,174,908,409  
Class B
     64,578,777       43,750,594       —       108,329,371  
Class C
     18,834,065       15,333,901     $ —       34,167,966  
Institutional/Class Y
     27,590,090       14,113,359       —       41,703,449  
Service/Class P
   1,012,777       —       —       1,012,777  
 
Shares Outstanding:
                                
Class A
     37,292,325       4,139,906       (138,692 )(b)   $ 141,293,539  
Class B
     2,332,108       1,626,978       (47,030 )(b)     3,912,056  
Class C
     682,503       565,792       (10,127 )(b)     1,238,168  
Institutional/Class Y
     957,798       511,832       (21,883 )(b)     1,447,747  
Service/Class P
   35,602       —       —       35,602  
 
Total shares outstanding, $0.001 par value (unlimited number of shares authorized)
     41,300,336       6,844,508       (217,732 )(b)     47,927,112  
 
Net assets value, offering and redemption price per share:(c)
                                
Class A
   $ 28.45       27.50       —     $ 28.45  
Class B
     27.69       26.89       —       27.69  
Class C
     27.60       27.10       —       27.60  
Institutional/Class Y
     28.81       27.57       —       28.81  
Service/Class P
     28.45       —       —       28.45  
 
 
(a)   Adjustment to reflect reduction of shares based on Structured U.S. Equity Fund’s NAV.
 
(b)   Maximum public offering price per share for Class A Shares is $30.11, $28.87, 0 and $30.11, 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 pro forma financial statements.

 

Pro Forma Combined Statement of Operations
For the Goldman Sachs Growth and Income Fund and the AXA Enterprise Equity Income Fund
August 31, 2006 (Unaudited)
                                         
    Goldman Sachs   AXA Enterprise            
    Growth and   Equity Income           Pro Forma
    Income Fund
   Fund
   Adjustments
   Combined Fund
Investment Income:
                                
Dividends (Net of foreign withholding tax of $62,579, $19,213, $0
                                
and $81,792, respectively)
   $ 30,652,567     $ 5,090,826     $ —     $ 35,743,393  
Interest (including securities lending income of $33,738, $52,246, $0, and $85,984, respectively)
     926,162       379,084       —       1,305,246  
 
                                
Total income
     31,578,729       5,469,910       —       37,048,639  
 
                                
Expenses:
                                
Management fees
     7,560,961       1,384,184       (137,254) (a)     8,807,891  
Administrative fees
     —       110,068       (110,068) (b)     —  
Distribution and service fees
     3,359,686       1,161,512       (227,166) (b)     4,294,033  
Transfer agent fees
     2,036,490       537,070       (193,313) (b)     2,380,247  
Custody and accounting fees
     196,752       10,321       10,220 (b)     217,293  
Printing fees
     86,201       63,652       (56,153) (b)     93,700  
Registration fees
     94,057       85,470       (77,287) (b)     102,240  
Audit fees
     22,199       28,635       (28,249) (b)     22,585  
Legal fees
     18,961       30,499       (29,839) (b)     19,621  
Trustee fees
     15,230       51,337       (51,337) (b)     15,230  
Service share fees
     4,680       —       —       4,680  
Other
     154,056       89,151       (69,047) (b)     174,160  
 
                                
Total expenses
     13,549,272       3,551,899       (969,493)       16,131,679  
Less — expense reductions
     (60,846)       (412,178 )     408,456 (c)     (64,568 )
 
                                
Net Expenses
     13,488,426       3,139,721       (561,036)       16,067,111  
 
                                
Net Investment Income (loss)
     18,090,303       2,330,189       561,036       20,981,528  
 
                                
 
                                
Realized and unrealized gain (loss) on investment and futures
transactions:		                        
Net realized gain (loss) from:
                                
Investment transactions (including commissions recapture of $126,460, $15,418, $22,025 and $163,903, respectively
     75,962,963       11,466,558       22,025       87,451,546  
Net change in unrealized gain (loss) on:
                                
Investments
     41,654,688       4,640,341       —       46,295,029  
Net realized and unrealized gain on investment and futures transactions
     117,617,651       16,106,899       22,025       133,746,575  
 
                                
 
                                
Net Increase in Net Assets Resulting from Operations
   $ 135,707,954     $ 18,437,088     $ 583,061     $ 154,728,103  
 
                                
 
(a)   Adjustment to reduce management fee based on Structured U.S. Equity Fund rates.
 
(b)   Adjustments to reflect the anticipated adjustment as a result of consolidation of transfer agent, printing, custody and accounting and other services.
 
(c)   Adjustment to reflect increase in expense reduction based on Structured U.S. Equity Fund current expense cap and waivers.
The accompanying notes are an integral part of these pro forma financial statements.

 

 

GOLDMAN SACHS GROWTH AND INCOME FUND
Notes to Pro Forma Financial Statements
For the Twelve Months Ended August 31, 2006 (Unaudited)
1. ORGANIZATION
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 the Goldman Sachs Growth and Income Fund (the “Fund”). The Fund is a diversified portfolio offering five classes of shares — Class A, Class B, Class C, Institutional and Service. Class A shares of the Fund are sold with a front-end sales charge of up to 5.50%. Class B shares of the Fund 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 Fund are sold with a contingent deferred sales charge of 1.00% during the first 12 months. Institutional and Service Class shares of the Fund are not subject to a sales charge.
AXA Enterprise Funds Trust(the “Enterprise Trust”) is registered under the Act as an open-end management investment company. The Enterprise Trust currently has sixteen active investment portfolios, including the Equity Income Portfolio (the “Portfolio”) which offers four classes of shares—Class A, B, C, and Y.
2. BASIS OF COMBINATION
The unaudited pro forma Statement of Investments, Statement of Assets and Liabilities, and Statement of Operations ( “pro forma statements” ) reflect the accounts of the Fund as if the proposed reorganization occurred as of and for the twelve months ended August 31, 2006. Class A of the Portfolio will be combined with Class A of the Fund, Class B of the Portfolio will be combined with Class B of the Fund, Class C of the Portfolio will be combined with Class C of the Fund and Class Y of the Portfolio will be combined with Institutional Class of the Fund. These pro forma statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the period shown.
The Fund will be the accounting survivor for financial reporting purposes. The Plan of Reorganization provides for a tax-free acquisition of the Portfolio into the Fund. The acquisition is expected to be completed in April 2007.
3. SHARES OF BENEFICIAL INTEREST
These pro forma statements give effect to the proposed transaction whereby all assets of the Portfolio will be exchanged for shares of the Fund. The Fund will assume the liabilities, if any, of the Portfolio. Immediately thereafter, shares of the Fund will be distributed to the shareholders of the Portfolio. The Portfolio will be subsequently terminated.
The pro forma net asset value per share assumes the issuance of additional shares of the Fund, which would have been issued on August 31, 2006 in connection with the proposed reorganization. The amount of additional shares assumed to be issued under the reorganization was calculated based on the August 31, 2006 net assets of the Fund and the net asset value per share of the Fund. These amounts are summarized as follows:
                                 
    Class A   Class B   Class C   Institutional
   
 
 
 
Shares Issued
     4,001,214       1,579,948       555,665       489,949  
Net Assets 08/31/2006
   $ 113,844,920     $ 43,750,594     $ 15,333,901     $ 14,113,359  
Pro Forma Net Asset Value 08/31/2006
   $ 28.45     $ 27.69     $ 27.60     $ 28.81  
4. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.

 

 

A. Investment Valuation — Investments in equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system or for investments in securities traded on a foreign securities exchange for which an independent fair value service is not available are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, such securities are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/dealer-supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other than those that are exchange traded) are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed not to reflect market value by the Investment Adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.
B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified-cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted. In addition, it is the Fund’s policy to accrue for estimated capital gains taxes on foreign securities held by the Fund, which are subject to taxes. 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 Fund 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 Fund of the Trust are allocated to the Fund on a straight-line and/or pro-rata basis depending upon the nature of the expense.
     Class A, Class B and Class C shareholders of the Fund bear all expenses and fees relating to its respective Distribution and Service Plans. Service Shares bear all expenses and fees relating to its Service and Shareholder Administration Plans. Each class of shares separately bears its respective class-specific Transfer Agency fees.
D. Federal Taxes and Distributions to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income distributions and capital gains distributions, if any, are declared and paid annually.
     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from tax return of capital.
     In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, an 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.
     The Fund had capital loss carryforwards as of its most recent fiscal year ended August 31, 2006. The year and amount of expiration for each capital loss carryforward is indicated below in (000):
                 
Capital Loss Carryforward*   The Portfolio   Growth and Income Fund
 
 
Expiring 2010
   $ —     $ 1,571  
 
Total
   $ —     $ 1,571  
 
 
*   Expiration occurs on August 31 of the year indicated. As a consequence of the reorganization, utilization of these losses may be limited under the Internal Revenue Code.

2

 

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 Fund, 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 Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.
     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, transfers uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.
F. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate or physically move liquid assets, on the books of its custodian or to respective counterparties, with a current value equal to or greater than the market value of the corresponding transactions.
G. Commission Recapture — The Fund may direct portfolio trades, subject to obtaining best execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to the Fund as cash payments and are included in the net realized gain (loss) on investments in the Statements of Operations.
5. AGREEMENTS
GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees. As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, equally to an annual percentage rate of the Fund’s average daily net assets.
     The Investment Adviser has entered into a fee reduction commitment for the Fund which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of December 29, 2005 to achieve the rates listed below:
         
Average Daily Net Assets   Annual Rate
First $1 Billion
     0.70 %
Next $1 Billion
     0.63 %
Over $2 Billion
     0.60 %
 
     GSAM has voluntarily agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Distribution and Service fees, Transfer Agency fees and expenses, Service Shares fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.054% of the average daily net assets of the Fund. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any.
     The Trust, on behalf of the 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, to 0.25%, 0.75% and 0.75% of the Fund’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 the Fund’s average daily net assets attributable to Class B and Class C Shares.

3

 

     Goldman Sachs serves as Distributor of the shares of the Fund pursuant to a Distribution Agreement. Goldman Sachs may retain a portion of the Class A sales load and Class B and Class C contingent deferred sales charges. For the twelve months ended August 31, 2006, Goldman Sachs advised the Fund that it retained approximately $569,000, $300, and $0 for Class A, Class B, and Class C Shares, respectively.
     Goldman Sachs also serves as Transfer Agent of the Fund for a fee. Fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate as follows: 0.19% of the average daily net assets for Class A, B and Class C shares and 0.04% of the average daily net assets for Institutional and Service Shares.
     The Trust, on behalf of the Fund, 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 its 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.
     For the twelve months ended August 31, 2006, GSAM has voluntarily agreed to reimburse certain expenses. In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. Goldman Sachs, as Transfer Agent, voluntarily made a payment to the Fund related to certain earnings credits that reduce transfer agent fees. The Fund’s expense reductions were approximately, $12,000, $42,000, and $7,000 for Management Fee waiver, Transfer Agent Fee Reduction, Custody Fee Reduction, respectively. The Portfolio’s expense reductions were approximately, $161,000, $15,000, $14,000 and $222,000 for Management Fee waiver, Other Expense Reimbursement, Advisory Fee Waiver and Registration Fee Reduction, respectively.
     At August 31, 2006, amounts owed to affiliates by the Fund were approximately $677,000, $293,000, and $183,000 for Management, Distribution and Service, and Transfer Agent fees, respectively. In addition, amounts owed to affiliates by The Portfolio were approximately $0, $0, and $0 for Management, Distribution and Service, and Transfer Agent fees, respectively.
6. SECURITIES LENDING
Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs and affiliates. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. The market value of the loaned securities is determined at the close of business of the Fund, at their last sale price or official closing price on the principal exchange or system on which they are traded, and any additional required collateral is delivered to the Fund on the next business day. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the twelve months ended August 31, 2006, is reported parenthetically on the Statement of Operations. For the twelve months ended August 31, 2006, BGA earned $5,370 in fees as securities lending agent. A portion of this amount, $483, represents compensation earned by the Fund from lending its securities to Goldman Sachs. At August 31, 2006, the Fund loaned securities having a market value of $49,911,437 collateralized by cash in the amount of $51,167,925. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

4

 

Pro Forma Combined Statement of Investments for the Goldman Sachs Trust Growth & Income Fund, AXA Enterprise Equity Income Fund and the AXA Enterprise Equity Income Fund
August 31, 2006 (Unaudited)
                                                                                     
Shares   Description   Value
 
 
        AXA   AXA                               AXA   AXA            
        Enterprise   Enterprise           Pro       GS   Enterprise   Enterprise           Pro
GS Growth   Equity   Growth           Forma       Growth   Equity   Growth           Forma
& Income   Income   & Income           Combined       & Income   Income   & Income           Combined
Fund   Fund   Fund   Adjustments   Fund       Fund   Fund   Fund   Adjustments   Fund
 
 
                                       
Common Stocks - 97.6%
                                        
                                       
Air Freight & Logistics - 0.0%
                                        
$ —     $ 6,700     $ —     $ —     $ 6,700    
Pacer International, Inc.
   $ —     $ 184,451     $ —     $ —     $ 184,451  
                                             
                                       
Auto Components - 0.3%
                                        
  —       —       26,000       —       26,000    
Borg-warner, Inc.
     —       —       1,474,460       —       1,474,460  
  —       —       50,300       —       50,300    
Johnson Controls, Inc.
     —       —       3,618,079       —       3,618,079  
                                             
                                       
 
     —       —       5,092,539       —       5,092,539  
                                             
                                       
Automobiles - 0.1%
                                        
  —       —       32,000       —       32,000    
Harley Davidson Co.
     —       —       1,872,320       —       1,872,320  
                                             
                                       
Biotechnology - 0.6%
                                        
  72,999       —       —       —       72,999    
Amgen, Inc. *
     4,958,822       —       —       —       4,958,822  
  —       —       17,900       —       17,900    
Cephalon Inc.
     —       —       1,020,658       —       1,020,658  
  —       —       46,700       —       46,700    
Genzyme Corp.
     —       —       3,092,941       —       3,092,941  
  —       —       67,400       —       67,400    
Millennium Pharmaceutical
     —       —       731,964       —       731,964  
                                             
                                       
 
     4,958,822       —       4,845,563       —       9,804,385  
                                             
                                       
Brokers - 3.0%
                                        
  306,978       —       —       —       306,978    
Lehman Brothers Holdings, Inc.
     19,588,266       —       —       —       19,588,266  
  72,595       —       —       —       72,595    
Merrill Lynch & Co., Inc.
     5,337,910       —       —       —       5,337,910  
  182,920       46,900       104,500       —       334,320    
Morgan Stanley
     12,034,307       3,085,551       6,875,055       —       21,994,913  
                                             
                                       
 
     36,960,483       3,085,551       6,875,055       —       46,921,089  
                                             
                                       
Building Products - 0.3%
                                        
  —       —       143,200       —       143,200    
Masco Corp.
     —       —       3,925,112       —       3,925,112  
                                             
                                       
Chemicals - 0.2%
                                        
  —       22,500       —       —       22,500    
BASF AG ADR
     —       1,858,050       —       —       1,858,050  
  —       20,800       —       —       20,800    
Rohm and Haas Co.
     —       917,280       —       —       917,280  
                                             
                                       
 
     —       2,775,330       —       —       2,775,330  
                                             
                                       
Commercial Services & Supplies - 0.1%
                                        
  —       114,700       —       —       114,700    
Steelcase, Inc.
     —       1,663,150       —       —       1,663,150  
                                             
                                       
Communications Equipment - 0.1%
                                        
  —       86,100       —       —       86,100    
Nokia Corp. ADR
     —       1,797,768       —       —       1,797,768  
                                             
                                       
Computers Hardware - 2.1%
                                        
  1,119,992       —       —       —       1,119,992    
Cisco Systems, Inc. *
     24,628,624       —       —       —       24,628,624  
  —       —       86,100       —       86,100    
Dell, Inc.
     —       —       1,941,555       —       1,941,555  
  179,853       —       —       —       179,853    
Hewlett-Packard Co.
     6,575,426       —       —       —       6,575,426  
                                             
                                       
 
     31,204,050       —       1,941,555       —       33,145,605  
                                             
                                       
Computer Software - 1.5%
                                        
  774,548       —       —       —       774,548    
Activision, Inc. *
     9,991,669       —       —       —       9,991,669  
  —       —       280,500       —       280,500    
Microsoft Corp.
     —       —       7,206,045       —       7,206,045  
  —       —       176,200       —       176,200    
Oracle Corp.
     —       —       2,757,530       —       2,757,530  
  —       —       35,600       —       35,600    
Salesforce.com, Inc.
     —       —       1,227,488       —       1,227,488  
  —       —       144,296       —       144,296    
Symantec Corp.
     —       —       2,689,677       —       2,689,677  
                                             
                                       
 
     9,991,669       —       13,880,740       —       23,872,409  
                                             
                                       
Containers & Packaging - 0.2%
                                        
  —       55,600       —       —       55,600    
Bemis Co., Inc.
     —       1,795,880       —       —       1,795,880  
  —       29,800       —       —       29,800    
Sonoco Products Co., Inc.
     —       997,704       —       —       997,704  
                                             
                                       
 
     —       2,793,584       —       —       2,793,584  
                                             
                                       
Defense/Aerospace - 1.6%
                                        
  198,365       —       —       —       198,365    
General Dynamics Corp.
     13,399,556       —       —       —       13,399,556  
  —       41,700       —       —       41,700    
Goodrich Corp.
     —       1,624,215       —       —       1,624,215  
  —       42,000       25,800       —       67,800    
Northrop Grumman Corp.
     —       2,806,020       1,723,698       —       4,529,718  
  —       59,100       —       —       59,100    
Raytheon Co.
     —       2,790,111       —       —       2,790,111  
  33,235       —       —       —       33,235    
The Boeing Co.
     2,489,301       —       —       —       2,489,301  
                                             
                                       
 
     15,888,857       7,220,346       1,723,698       —       24,832,901  
                                             
                                       
Diversified Communications - 3.4%
                                        
  —       82,600       88,000       —       170,600    
AT&T, Inc.
     —       2,571,338       2,739,440       —       5,310,778  
  —       55,100       —       —       55,100    
Bell South Corp.
     —       2,243,672       —       —       2,243,672  
  —       —       11,304       —       11,304    
Embarq Corp.
     —       —       532,984       —       532,984  
  1,186,316       69,500       —       —       1,255,816    
Verizon Communications Group, Inc.
     41,734,597       2,445,010       —       —       44,179,607  
                                             
                                       
 
     41,734,597       7,260,020       3,272,424       —       52,267,041  
                                             
                                       
Diversified Consumer Services - 0.1%
                                        
  —       —       42,000       —       42,000    
H&R Block, Inc.
     —       —       883,260       —       883,260  
                                             
                                       
Diversified Energy - 1.4%
                                        
  891,546       —       —       —       891,546    
The Williams Companies, Inc.
     21,958,778       —       —       —       21,958,778  
                                             
                                       
Drugs - 4.2%
                                        
  —       76,800       —       —       76,800    
Biovail Corp. International
     —       1,254,912       —       —       1,254,912  
  —       29,200       —       —       29,200    
GlaxoSmithKline ADR
     —       1,657,976       —       —       1,657,976  
  —       68,400       —       —       68,400    
Merck & Co., Inc.
     —       2,773,620       —       —       2,773,620  
  1,880,163       105,500       —       —       1,985,663    
Pfizer, Inc.
     51,817,292       2,907,580       —       —       54,724,872  
  —       41,300       —       —       41,300    
Sanofi-Aventis ADR
     —       1,856,435       —       —       1,856,435  
  —       53,100       —       —       53,100    
Wyeth
     —       2,585,970       —       —       2,585,970  
                                             
                                       
 
     51,817,292       13,036,493       —       —       64,853,785  
                                             
                                       
Electric Utilities - 6.3%
                                        
  —       —       44,200       —       44,200    
American Electric Power
     —       —       1,612,416       —       1,612,416  
  70,578       —       —       —       70,578    
Edison International
     3,080,024       —       —       —       3,080,024  
  484,559       —       —       —       484,559    
Entergy Corp.
     37,626,006       —       —       —       37,626,006  
  365,475       —       89,700       —       455,175    
Exelon Corp.
     22,286,666       —       5,469,906       —       27,756,572  
  133,437       36,800       —       —       170,237    
FirstEnergy Corp.
     7,613,915       2,099,808       —       —       9,713,723  
  70,060       —       —       —       70,060    
FPL Group, Inc.
     3,114,167       —       —       —       3,114,167  
  —       —       23,000       —       23,000    
Northeast Utilities
     —       —       524,630       —       524,630  
  —       —       34,600       —       34,600    
Pepco Holding, Inc.
     —       —       878,494       —       878,494  
  367,631       —       —       —       367,631    
PPL Corp.
     12,856,056       —       —       —       12,856,056  
                                             
                                       
 
     86,576,834       2,099,808       8,485,446       —       97,162,088  
                                             
                                       
Electrical Equipment - 0.2%
                                        
  —       32,000       —       —       32,000    
Emerson Electric Co.
     —       2,628,800       —       —       2,628,800  
                                             
                                       
Electronic Equipment - 0.1%
                                        
  —       109,901       —       —       109,901    
AU Optronics Corp.
     —       1,602,357       —       —       1,602,357  
                                             
                                       
Energy Resources - 8.0%
                                        
          13,600       —       —       13,600    
BP Amoco P.L.C. ADR
     —       925,480       —       —       925,480  
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                                     
Shares   Description   Value
 
 
        AXA   AXA                               AXA   AXA            
        Enterprise   Enterprise           Pro       GS   Enterprise   Enterprise           Pro
GS Growth   Equity   Growth           Forma       Growth   Equity   Growth           Forma
& Income   Income   & Income           Combined       & income   Income   & Income           Combined
Fund   Fund   Fund   Adjustments   Fund       Fund   Fund   Fund   Adjustments   Fund
 
 
$ —     $ 50,199     $ —     $ —     $ 50,199    
Chevron Corp.
   $ —     $ 3,232,816     $ —     $ —     $ 3,232,816  
  536,248       48,400       —       —       584,648    
ConocoPhillips
     34,014,211       3,070,012       —       —       37,084,223  
  894,742       44,200       29,100       —       968,042    
Exxon Mobil Corp.
     60,547,191       2,991,014       1,969,197       —       65,507,402  
  —       31,100       —       —       31,100    
Kinder Morgan, Inc.
     —       3,245,596       —       —       3,245,596  
  —       41,900       22,000       —       63,900    
Marathon Oil Corp.
     —       3,498,650       1,837,000       —       5,335,650  
  —       51,700       —       —       51,700    
Norsk Hydro ASA ADR
     —       1,344,200       —       —       1,344,200  
  —       77,200       —       —       77,200    
Occidental Petroleum Corp.
     —       3,936,428       —       —       3,936,428  
  —       18,800       —       —       18,800    
PetroChina Co. ADR
     —       2,108,984       —       —       2,108,984  
  —       32,500       —       —       32,500    
TransCanada
     —       1,056,900       —       —       1,056,900  
                                             
                                       
 
     94,561,402       25,410,080       3,806,197       —       123,777,679  
                                             
                                       
Energy-Master Limited Partnerships - 3.3%
                                        
  277,020       —       —       —       277,020    
Energy Transfer Partners LP
     13,205,543       —       —       —       13,205,543  
  638,360       —       —       —       638,360    
Enterprise Products Partners LP
     17,088,897       —       —       —       17,088,897  
  319,337       —       —       —       319,337    
Magellan Midstream Partners LP
     11,767,569       —       —       —       11,767,569  
  —       25,300       —       —       25,300    
Plains All American Pipeline LP
     —       1,163,800       —       —       1,163,800  
  228,781       —       —       —       228,781    
Williams Partners LP
     8,197,223       —       —       —       8,197,223  
                                             
                                       
 
     50,259,232       1,163,800       —       —       51,423,032  
                                             
                                       
Environmental & Other
Services - 1.0%
                                        
  381,597       76,600       —       —       458,197    
Waste Management, Inc.
     13,081,145       2,625,848       —       —       15,706,993  
                                             
                                       
Financial Technology - 0.6%
                                        
  209,283       —       —       —       209,283    
First Data Corp.
     8,992,891       —       —       —       8,992,891  
                                             
                                       
Food & Beverage - 1.3%
                                        
  —       —       31,000       —       31,000    
Anheuser-Busch Co.
     —       —       1,530,780       —       1,530,780  
  —       44,600       —       —       44,600    
Heinz H. J. Co.
     —       1,866,064       —       —       1,866,064  
  —       45,900       —       —       45,900    
Kellogg Co.
     —       2,327,130       —       —       2,327,130  
  —       44,100       —       —       44,100    
Molson Coors Brewing Co.
     —       3,100,230       —       —       3,100,230  
  —       32,800       —       —       32,800    
Sara Lee Corp.
     —       545,464       —       —       545,464  
  471,985       —       —       —       471,985    
Unilever NV
     11,252,122       —       —       —       11,252,122  
                                             
                                       
 
     11,252,122       7,838,888       1,530,780       —       20,621,790  
                                             
                                       
Food & Staples Retail - 0.4%
                                        
  —       —       54,900       —       54,900    
Costco Wholesale Corp.
     —       —       2,568,771       —       2,568,771  
  —       —       95,100       —       95,100    
Kroger Co.
     —       —       2,264,331       —       2,264,331  
  —       —       58,000       —       58,000    
Sysco Corp.
     —       —       1,820,620       —       1,820,620  
                                             
                                       
 
     —       —       6,653,722       —       6,653,722  
                                             
                                       
Health Care Provider & Services - 0.6%
                                        
  —       —       33,900       —       33,900    
Caremark RX, Inc.
     —       —       1,964,166       —       1,964,166  
  —       —       42,600       —       42,600    
Medco Health Solutions, Inc.
     —       —       2,699,562       —       2,699,562  
  —       —       90,900       —       90,900    
UnitedHealth Group, inc.
     —       —       4,722,255       —       4,722,255  
                                             
                                       
 
     —       —       9,385,983       —       9,385,983  
                                             
                                       
Home Products - 2.1%
                                        
  —       42,500       —       —       42,500    
Colgate Palmolive Co.
     —       2,544,050       —       —       2,544,050  
  —       55,400       —       —       55,400    
Koninklijke Philips
     —       1,901,328       —       —       1,901,328  
  —       79,100       —       —       79,100    
Legget and Platt, Inc.
     —       1,823,255       —       —       1,823,255  
  680,534       52,700       —       —       733,234    
Newell Rubbermaid, Inc.
     18,367,613       1,422,373       —       —       19,789,986  
  —       18,600       —       —       18,600    
Proctor & Gamble Co.
     —       1,151,340       —       —       1,151,340  
  —       16,200       —       —       16,200    
Stanley Works
     —       765,126       —       —       765,126  
  77,300       —       —       —       77,300    
The Clorox Co.
     4,623,313       —       —       —       4,623,313  
                                             
                                       
 
     22,990,926       9,607,472       —       —       32,598,398  
                                             
                                       
Hotels & Leisure - 0.4%
                                        
  —       —       72,300       —       72,300    
Carnival Corp.
     —       —       3,029,370       —       3,029,370  
  —       36,700       —       —       36,700    
Harrah’s Entertainment, inc.
     —       2,288,612       —       —       2,288,612  
  —       —       15,580       —       15,580    
Wyndham Worldwide Corp.
     —       —       455,871       —       455,871  
                                             
                                       
 
     —       2,288,612       3,485,241       —       5,773,853  
                                             
                                       
Industrial Conglomerates - 0.1%
                                        
  —       34,200       —       —       34,200    
General Electric Co.
     —       1,164,852       —       —       1,164,852  
                                             
                                       
Internet Retail - 0.0%
                                        
  —       —       400       —       400    
Expedia, Inc. *
     —       —       6,528       —       6,528  
                                             
                                       
Insurance - 1.9%
                                        
  —       164,541       —       —       164,541    
AEGON N.V
     —       2,941,993       —       —       2,941,993  
  —       —       34,700       —       34,700    
Allstate Corp.
     —       —       2,010,518       —       2,010,518  
  —       —       70,000       —       70,000    
American International Group
     —       —       4,467,400       —       4,467,400  
  —       61,200       —       —       61,200    
Chubb Corp.
     —       3,069,792       —       —       3,069,792  
  —       76,100       —       —       76,100    
Commerce Group, Inc.
     —       2,267,019       —       —       2,267,019  
  —       —       23,900       —       23,900    
Hartford Financial Services Group
     —       —       2,052,054       —       2,052,054  
  —       59,300       —       —       59,300    
Lincoln National Corp.
     —       3,599,510       —       —       3,599,510  
  —       72,700       —       —       72,700    
Manulife Financial Corp.
     —       2,373,655       —       —       2,373,655  
  —       73,800       —       —       73,800    
Nationwide Financial
     —       3,572,658       —       —       3,572,658  
  —       56,000       —       —       56,000    
Sun Life Financial
     —       2,307,760       —       —       2,307,760  
                                             
                                       
 
     —       20,132,387       8,529,972       —       28,662,359  
                                             
                                       
IT Services - 0.1%
                                        
  —       —       50,600       —       50,600    
Accenture Ltd. Class A
     —       —       1,500,796       —       1,500,796  
                                             
                                       
Large Banks - 13.5%
                                        
  —       93,000       —       —       93,000    
Banco Stantader Central
     —       1,448,010       —       —       1,448,010  
  1,094,172       36,600       —       —       1,130,772    
Bank of America Corp.
     56,317,033       1,883,802       —       —       58,200,835  
  647,391       51,200       174,000       —       872,591    
Citigroup, Inc.
     31,948,746       2,526,720       8,586,900       —       43,062,366  
  —       16,700       —       —       16,700    
HSBC Holdings ADR
     —       1,518,698       —       —       1,518,698  
  —       76,300       —       —       76,300    
ING Groep N.V. ADR
     —       3,313,709       —       —       3,313,709  
  1,131,705       68,700       84,600       —       1,285,005    
J.P. Morgan Chase & Co.
     51,673,650       3,136,842       3,862,836       —       58,673,328  
  —       —       110,900       —       110,900    
Mellon Financial Co.
     —       —       4,128,807       —       4,128,807  
  862,267       49,100       180,100       —       1,091,467    
Wells Fargo & Co.
     29,963,778       1,706,225       6,258,475       —       37,928,478  
                                             
                                       
 
     169,903,207       15,534,006       22,837,018       —       208,274,231  
                                             
                                       
Life Sciences Tools & Services - 0.1%
                                        
  —       —       39,500       —       39,500    
Waters Corp.
     —       —       1,684,675       —       1,684,675  
                                             
                                       
Machinery - 0.5%
                                        
  —       27,500       —       —       27,500    
Caterpillar, Inc.
     —       1,824,625       —       —       1,824,625  
  —       —       82,800       —       82,800    
Illinois Tool Work, Inc.
     —       —       3,634,920       —       3,634,920  
  —       56,800       —       —       56,800    
SPX Corp.
     —       2,999,040       —       —       2,999,040  
                                             
                                       
 
     —       4,823,665       3,634,920       —       8,458,585  
                                             
                                       
Media - 2.4%
                                        
  400,171       —       —       —       400,171    
Comcast Corp. *
     14,005,985       —       —       —       14,005,985  
  —       —       143,000       —       143,000    
DirecTV Group, Inc. *
     —       —       2,686,970       —       2,686,970  
  —       —       76,300       —       76,300    
News Corp Class A
     —       —       1,451,989       —       1,451,989  
  —       —       46,600       —       46,600    
Omnicom Group, Inc.
     —       —       4,073,772       —       4,073,772  
  —       —       29,080       —       29,080    
R.H. Donnelley Corp. *
     —       —       1,579,626       —       1,579,626  
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                                      
Shares   Description   Value
 
 
        AXA   AXA                               AXA   AXA            
        Enterprise   Enterprise           Pro       GS   Enterprise   Enterprise           Pro
GS Growth   Equity   Growth           Forma       Growth   Equity   Growth           Forma
& Income   Income   & Income           Combined       & income   Income   & Income           Combined
Fund   Fund   Fund   Adjustments   Fund       Fund   Fund   Fund   Adjustments   Fund
 
 
$ 734,290     $ —     $ —     $ —     $ 734,290    
Time Warner, Inc.
   $ 12,203,900     $ —     $ —     $ —     $ 12,203,900  
  —       —       19,100       —       19,100    
Univision Communications Class A
     —       —       660,096       —       660,096  
                                             
                                       
 
     26,209,885       —       10,452,453       —       36,662,338  
                                             
                                       
Medical Products - 1.9%
                                        
  428,483       —       —       —       428,483    
Baxter International, Inc.
     19,016,076       —       —       —       19,016,076  
  192,200       —       44,700       —       236,900    
Medtronic, Inc.
     9,014,180       —       2,096,430       —       11,110,610  
                                             
                                       
 
     28,030,256       —       2,096,430       —       30,126,686  
                                             
                                       
Mining - 0.4%
                                        
  106,577       —       —       —       106,577    
Nucor Corp.
     5,208,418       —       —       —       5,208,418  
  —       6,300       —       —       6,300    
Southern Copper Corp.
             581,616                       581,616  
                                       
 
                                        
                                       
 
     5,208,418       581,616       —       —       5,790,034  
                                             
                                       
Motor Vehicle - 0.6%
                                        
  144,654       —       —       —       144,654    
Autoliv, Inc.
     8,175,844       —       —       —       8,175,844  
  —       11,500       —       —       11,500    
DaimlerChrysler AG
     —       606,970       —       —       606,970  
                                             
                                       
 
     8,175,844       606,970       —       —       8,782,814  
                                             
                                       
Multi Line Retail - 0.1%
                                        
  —       —       33,600       —       33,600    
Kohl’s Corp. *
     —       —       2,100,336       —       2,100,336  
                                             
                                       
Oil Refining - 1.1%
                                        
  189,962       —       26,600       —       216,562    
EOG Resources, Inc.
     12,313,337       —       1,724,212       —       14,037,549  
  —       —       39,100       —       39,100    
Ensco International, Inc.
     —       —       1,747,379       —       1,747,379  
  —       —       38,100       —       38,100    
Global Santa Fe Corp.
     —       —       1,875,282       —       1,875,282  
                                             
                                       
 
     12,313,337       —       5,346,873       —       17,660,210  
                                             
                                       
Oil Services - 1.0%
                                        
  108,414       —       2,000       —       110,414    
Baker Hughes, Inc.
     7,716,909       —       142,360       —       7,859,269  
  185,566       —       —       —       185,566    
BJ Services Co.
     6,366,769       —       —       —       6,366,769  
  —       —       38,500       —       38,500    
Halliburton Co.
     —       —       1,255,870       —       1,255,870  
                                             
                                       
 
     14,083,678       —       1,398,230       —       15,481,908  
                                             
                                       
Paper & Packaging - 2.6%
                                        
  494,150       —       —       —       494,150    
International Paper Co.
     17,181,595       —       —       —       17,181,595  
  —       80,200       —       —       80,200    
Louisiana-Pacific Corp.
     —       1,568,712       —       —       1,568,712  
  702,726       —       —       —       702,726    
Packaging Corp. of America
     16,261,080       —       —       —       16,261,080  
  172,035       —       —       —       172,035    
Plum Creek Timber Co., Inc.
     5,991,979       —       —       —       5,991,979  
                                             
                                       
 
     39,434,654       1,568,712       —       —       41,003,366  
                                             
                                       
Parts & Equipment - 1.4%
                                        
  350,933       —       —       —       350,933    
United Technologies Corp.
     22,007,008       —       —       —       22,007,008  
                                             
                                       
Pharmaceuticals - 1.1%
                                        
  —       —       41,300       —       41,300    
Allergen, Inc.
     —       —       4,731,328       —       4,731,328  
  —       —       98,700       —       98,700    
Bristol-Meyers Squib Co.
     —       —       2,146,725       —       2,146,725  
  —       —       68,800       —       68,800    
Johnson & Johnson
     —       —       4,448,608       —       4,448,608  
  —       —       130,200       —       130,200    
Wyeth
     —       —       6,340,740       —       6,340,740  
                                             
                                       
 
     —       —       17,667,401       —       17,667,401  
                                             
                                       
Property Insurance - 3.0%
                                        
  158,631       —       —       —       158,631    
American International Group, Inc.
     10,123,830       —       —       —       10,123,830  
  198,270       —       —       —       198,270    
PartnerRe, Inc.
     12,748,761       —       —       —       12,748,761  
  230,034       —       —       —       230,034    
The Allstate Corp.
     13,328,170       —       —       —       13,328,170  
  157,271       —       —       —       157,271    
XL Capital
     10,323,269       —       —       —       10,323,269  
                                             
                                       
 
     46,524,030       —       —       —       46,524,030  
                                             
                                       
Regional’s - 2.4%
                                        
  —       —       6,600       —       6,600    
City National Corp.
     —       —       434,280       —       434,280  
  —       —       88,300       —       88,300    
Fifth Third Bancorp
     —       —       3,473,722       —       3,473,722  
  499,595               —       —       499,595    
KeyCorp
     18,380,100       —       —       —       18,380,100  
  —       29,300       38,500       —       67,800    
PNC Financial Services
     —       2,074,147       2,725,415       —       4,799,562  
  220,438       —       —       —       220,438    
Regions Financial Corp.
     7,933,564       —       —       —       7,933,564  
  —       30,200       —       —       30,200    
SunTrust Banks, Inc.
     —       2,307,280       —       —       2,307,280  
                                             
                                       
 
     26,313,664       4,381,427       6,633,417       —       37,328,508  
                                             
                                       
Real Estate Management & Development - 0.0%
                                        
  —       —       26,200       —       26,200    
Realogy Corp. *
     —       —       560,680       —       560,680  
                                             
                                       
REITs - 3.8%
                                        
  207,380       —       —       —       207,380    
Apartment Investment & Management Co.
     10,626,151       —       —       —       10,626,151  
  461,288       —       —       —       461,288    
Capital Source, Inc, (a)
     11,209,298       —       —       —       11,209,298  
  —       49,700       —       —       49,700    
CBL & Associates
     —       2,024,778       —       —       2,024,778  
  169,615       —       —       —       169,615    
Developers Diversified Realty Corp.
     9,176,172       —       —       —       9,176,172  
  —       42,400       —       —       42,400    
First Industrial Realty
     —       1,836,768       —       —       1,836,768  
  —       32,400       —       —       32,400    
General Growth Properties, Inc.
     —       1,468,692       —       —       1,468,692  
  —       15,200       —       —       15,200    
Highwood’s Properties, Inc.
     —       573,648       —       —       573,648  
  —       110,900       —       —       110,900    
Host Hotels & Resorts, Inc.
     —       2,499,686       —       —       2,499,686  
  423,295       —       —       —       423,295    
iStar Financial, Inc. (a)
     17,744,526       —       —       —       17,744,526  
          22,600       —       —       22,600    
Simon Property Group, Inc.
     —       1,916,254       —       —       1,916,254  
                                             
                                       
 
     48,756,147       10,319,826       —       —       59,075,973  
                                             
                                       
Restaurants - 2.1%
                                        
  844,904       62,500       —       —       907,404    
McDonald’s Corp.
     30,332,054       2,243,750       —       —       32,575,804  
                                             
                                       
Retail Apparel - 1.7%
                                        
  408,367       —       —       —       408,367    
J.C. Penny Co., Inc.
     25,743,456       —       —       —       25,743,456  
                                             
                                       
Road and Rail - 0.2%
                                        
  —       —       52,000       —       52,000    
Burlington Northern Santa Fe
     —       —       3,481,400       —       3,481,400  
                                             
                                       
Semiconductors - 0.8%
                                        
  —       —       60,700       —       60,700    
Analog Devices
     —       —       1,859,848       —       1,859,848  
  —       —       181,800       —       181,800    
Intel Corp.
     —       —       3,552,372       —       3,552,372  
  —       68,600       —       —       68,600    
Microchip Technology
     —       2,343,376       —       —       2,343,376  
  —       310,336       —       —       310,336    
Taiwan Semiconductor
     —       2,889,228       —       —       2,889,228  
                  58,600       —       58,600    
Xilinx, Inc.
     —       —       1,340,182       —       1,340,182  
                                             
                                       
 
     —       5,232,604       6,752,402       —       11,985,006  
                                             
                                       
Specialty Financials - 5.7%
                                        
  258,176       —       —       —       258,176    
Alliance Bernstein Holding LP
     17,220,339       —       —       —       17,220,339  
  302,484       —       —       —       302,484    
American Capital Strategies Ltd. (a)
     11,715,205       —       —       —       11,715,205  
  468,072       —       —       —       468,072    
Apollo Investment Corp.
     9,347,398       —       —       —       9,347,398  
  319,055       —       —       —       319,055    
Countrywide Financial Corp.
     10,784,059       —       —       —       10,784,059  
  —       —       45,800       —       45,800    
Freddie Mac
     —       —       2,912,880       —       2,912,880  
          66,800                       66,800    
Indy Mac Bancorp, Inc.
     —       2,611,880       —       —       2,611,880  
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                                     
Shares   Description   Value
 
 
        AXA   AXA                               AXA   AXA            
        Enterprise   Enterprise           Pro       GS   Enterprise   Enterprise           Pro
GS Growth   Equity   Growth           Forma       Growth   Equity   Growth           Forma
& Income   Income   & Income           Combined       & Income   Income   & Income           Combined
Fund   Fund   Fund   Adjustments   Fund       Fund   Fund   Fund   Adjustments   Fund
 
 
$ 775,890      $ 42,800     $ —     $ —     $ 818,690    
Washington Mutual, Inc.
   $ 32,502,032     $ 1,792,892     $ —     $ —     $ 34,294,924  
                                             
                                       
 
     81,569,033       4,404,772       2,912,880       —       88,886,685  
                                             
                                       
Specialty Stores - 0.3%
                                        
  —       69,200       —       —       69,200    
Limited Brands, Inc.
     —       1,780,516       —       —       1,780,516  
  —       55,900       —       —       55,900    
Sherwin Williams
     —       2,886,676       —       —       2,886,676  
                                             
                                       
 
     —       4,667,192       —       —       4,667,192  
                                             
                                       
Telecom Equipment - 1.1%
                                        
  745,634       —       —       —       745,634    
Motorola, Inc.
     17,432,923       —       —       —       17,432,923  
                                             
                                       
Tobacco - 1.9%
                                        
  317,698       —       —       —       317,698    
Altria Group, Inc.
     26,537,314       —       —       —       26,537,314  
  —       25,100       —       —       25,100    
Lowes Corp Carolina Group
     —       1,437,226       —       —       1,437,226  
  —       23,100       —       —       23,100    
Reynolds American
     —       1,503,117       —       —       1,503,117  
                                             
                                       
 
     26,537,314       2,940,343       —       —       29,477,657  
                                             
                                       
Transports - 1.1%
                                        
  —       —       27,800       —       27,800    
FedEx Corp.
     —       —       2,808,634       —       2,808,634  
  —       19,400       —       —       19,400    
Laidlaw International, Inc.
     —       523,800       —       —       523,800  
  113,655       —       —       —       113,655    
Union Pacific Corp.
     9,132,179               —       —       9,132,179  
  73,277       —       —       —       73,277    
United Parcel Service, Inc. Class B
     5,133,054       —       —       —       5,133,054  
                                             
                                       
 
     14,265,233       523,800       2,808,634       —       17,597,667  
                                             
                                       
Utilities - 0.6%
                                        
  —       72,600       —       —       72,600    
Duke Energy Corp.
     —       2,178,000       —       —       2,178,000  
  —       100,150       —       —       100,150    
MDU Resources Group, Inc.
     —       2,453,675       —       —       2,453,675  
  —       —       52,800       —       52,800    
NiSource, Inc.
     —       —       1,117,776       —       1,117,776  
  —       —       42,000       —       42,000    
Sempra Energy Corp.
     —       —       2,088,240       —       2,088,240  
  —       47,700       —       —       47,700    
Teco Energy, Inc.
     —       752,229       —       —       752,229  
                                             
                                       
 
     —       5,383,904       3,206,016       —       8,589,920  
                                             
                                       
Wireless Communications - 0.3%
                                        
  —       45,200       226,983       —       272,183    
Sprint Nextel Corp.
     —       764,784       3,840,552       —       4,605,336  
                                             
                                       
 
                                        
                                       
(Cost $991,906,962, $158,447,610, $158,745,383 $0 and $1,309,099,955 respectively)
   $ 1,145,069,241     $ 180,356,967     $ 185,111,248     $ —     $ 1,510,537,456  
                                             
 
Principal Amount   Interest Rate           Maturity Date   Value
 
    
    
                                       
Time Deposits - 0.6%
                                        
          6,105,699       3,068,117               6,105,699    
JP Morgan Chase Nassau
     —       6,105,699       3,068,117       —       9,173,816  
                                             
                                       
 
                                        
                                       
TOTAL Time Deposits (Cost $0, $6,105,699, $3,068,117, $0 and $9,173,816 respectively)
   $ —     $ 6,105,699     $ 3,068,117     $ —     $ 9,173,816  
                                             
                                       
 
                                        
                                       
Repurchase Agreement (b) - 1.6%
                                        
                                       
Joint Repurchase Agreement Account II 5.28% 09/01/2006 Maturity Value $25,403,726
                                        
  25,400,000       —       —       —       25,400,000    
(Cost $25,400,000, $0, $0, $0 and $25,400,000 respectively)
   $ 25,400,000     $ —     $ —     $ —     $ 25,400,000  
                                             
                                       
 
                                        
                                       
TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL (Cost $1,017,306,962, $164,553,309, $161,813,500, $0 and $1,343,673,771 respectively)
   $ 1,170,469,241     $ 186,462,666     $ 188,179,365     $ —     $ 1,545,111,272  
                                             
 
Shares/Principal
   Description   Value
 
    
    
                                       
Securities Lending Collateral - 4.8%
                                        
                                       
 
                                        
  —       20,489,681       3,445,986       —       23,935,667    
Banc of America Securities LLC
     —       20,489,681       3,445,986               23,935,667  
  51,167,925       —       —       —       51,167,925    
Boston Global Investment Trust — Enhanced Portfolio
     51,167,925       —                       51,167,925  
                                       
TOTAL SECURITIES LENDING COLLATERAL (Cost $51,167,925, $20,489,681, $3,445,986, $0 and $75,103,592 respectively)
   $ 51,167,925     $ 20,489,681     $ 3,445,986     $ —     $ 75,103,592  
                                             
                                       
(Cost $1,068,474,887, $185,042,990, $165,259,486, $0 and $1,364,841,696 respectively) 104.6%
   $ 1,221,637,166     $ 206,952,347     $ 191,625,351     $ —     $ 1,620,214,864  
                                             
                                       
 
                                        
                                       
OTHER ASSETS IN EXCESS OF LIABILITIES/(LIABILITIES IN EXCESS OF OTHER ASSETS) -4.6%
     (48,557,968 )     (19,909,573 )     (3,453,916 )     —       (71,921,457 )
                                       
 
                                        
                                       
NET ASSETS - 100.0%
   $ 1,173,079,198     $ 187,042,774     $ 188,171,435     $ —     $ 1,548,293,407  
                                             
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 the security is on loan.
(b) Repurchase agreement was entered into on August 31, 2006.
 
ADR American Depository Receipt
REIT Real Estate Investment Trust
 
The accompanying notes are an integral part of these pro forma financial statements.

 

 

Pro Forma Combined Statement of Assets and Liabilities
For the Goldman Sachs Growth and Income Fund and the AXA Enterprise Equity Income Fund and the AXA Enterprise Growth and Income Fund
August 31, 2006 (Unaudited)
                                                 
    Goldman Sachs   AXA Enterprise   AXA Enterprise                    
    Growth and   Equity Income   Growth and                   Pro Forma
    Income Fund   Fund   Income Fund   Adjustments           Combined Fund
   
 
 
 
         
Assets:
                                                
Investments in securities, at value (identified cost $1,017,306,962, $158,447,610, $158,745,383, $0 and $1,334,499,955, respectively) — (including $49,911,437 $20,212,656,$3,388,652, $0 and $73,512,745 of securities on loan, respectively)
   $ 1,170,469,241     $ 180,356,967       185,111,248                     $ 1,535,937,456  
Investments in short term securities, at value (cost $0, $6,105,699, $3,068,117, $0 and $9,173,816, respectively)
     —       6,105,699       3,068,117       —               9,173,816  
Securities Lending collateral, at value (cost $51,167,925, $20,481,681 $3,445,986, $0 and $75,103,592, respectively)
     51,167,925       20,489,681       3,445,986       —               75,103,592  
Cash
     31,940       670,441       —       —               702,381  
Receivables:
                                                
Investment securities sold, at value
     —       222,946       277,728       —               500,674  
Fund shares sold
     2,999,444       52,486       3,786       —               3,055,716  
Dividends and interest, at value
     3,307,462       570,488       333,542       —               4,211,492  
Foreign tax reclaims, at value
     29,188       —       —       —               29,188  
Securities lending income
     3,230       —       —       —               3,230  
Other assets
     6,432       59,267       97,046       —               162,745  
 
                                                
Total assets
     1,228,014,862       208,527,975       192,337,453       —               1,628,880,290  
 
                                                
 
                                                
Liabilities:
                                                
Payables:
                                                
Investment securities purchased
             526,484       124,356.00       —               650,840  
Payable upon return of securities loaned
     51,167,925       20,489,681       3,445,986       —               75,103,592  
Fund shares repurchased
     2,397,428       185,726       35,242       —               2,618,396  
Amounts owed to affiliates
     1,162,667       —       —       —               1,162,667  
Bank overdraft
     —       —       207,888       —               207,888  
Accrued expenses
     213,644       283,310       352,546       —               849,500  
 
                                                
Total liabilities
     54,941,664       21,485,201       4,166,018       —               80,592,883  
 
                                                
 
                                            
 
                                                
Net Assets:
                                                
Paid-in capital
     968,380,655       151,584,145       171,121,556       —               1,291,086,356  
Accumulated undistributed net investment income (loss)
     4,244,248       1,838,496       178,212       —               6,260,956  
Accumulated net realized gain (loss) on investments
     47,292,016       11,710,776       (9,494,198 )     —               49,508,594  
Net unrealized gain on investments
     153,162,279       21,909,357       26,365,865       —               201,437,501  
 
                                                
Net Assets
   $ 1,173,079,198     $ 187,042,774     $ 188,171,435     $ —             $ 1,548,293,407  
 
                                                
 
                                                
 
Net Assets:
                                                
Class A
   $ 1,061,063,489     $ 113,844,920     $ 86,574,642     $ —             $ 1,261,483,051  
Class B
     64,578,777       43,750,594       59,295,365       —               167,624,736  
Class C
     18,834,065       15,333,901       16,913,944       —               51,081,910  
Institutional/Class Y
     27,590,090       14,113,359       25,387,484       —               67,090,933  
Service/Class P
   1,012,777       —       —       —               1,012,777  
 
                                                
 
Shares Outstanding:
                                                
Class A
     37,292,325       4,139,906       2,243,296       660,779 (b)       $ 44,336,306  
Class B
     2,332,108       1,626,978       1,598,226       496,054 (b)         6,053,366  
Class C
     682,503       565,792       455,391       147,404 (b)         1,851,090  
Institutional/Class Y
     957,798       511,832       637,445       222,006 (b)         2,329,081  
Service/Class P
   35,602       —       —       —               35,602  
 
Total shares outstanding, $0.001 par value (unlimited number of shares authorized)
     41,300,336       6,844,508       4,934,358       1,526,243 (b)         54,605,445  
 
Net assets value, offering and redemption price per share:(c)
                                                
Class A
   $ 28.45       27.50       38.59     $ —             $ 28.45  
Class B
     27.69       26.89       37.10       —               27.69  
Class C
     27.60       27.10       37.14       —               27.60  
Institutional/Class Y
     28.81       27.57       39.83       —               28.81  
Service/Class P
   28.45       —       —       —               28.45  
 
(b)   Adjustment to reflect reduction of shares based on Structured U.S. Equity Fund’s NAV.
 
(c)   Maximum public offering price per share for Class A Shares is $30.11, $28.87, $40.51 ,0 and $30.11, 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.
 
(d)   Adjustment to reflect proceeds on investments that do not meet Core Fixed Income Fund’s investment criteria and are assumed to be sold at 8/31/06.
The accompanying notes are an integral part of these pro forma financial statements.

 

 

Pro Forma Combined Statement of Operations
For the Goldman Sachs Growth and Income Fund and the AXA Enterprise Equity Income Fund and the AXA Enterprise Growth and Income Fund
August 31, 2006 (Unaudited)
                                           
    Goldman Sachs   AXA Enterprise   AXA Enterprise              
    Growth and   Equity Income   Growth and             Pro Forma
    Income Fund   Fund   Income Fund   Adjustments     Combined Fund
   
 
 
 
   
Investment Income:
                                          
Dividends (Net of foreign withholding tax of $62,579, $19,213, $0 and $62,579, respectively)
   $ 30,652,567     $ 5,090,826     $ 3,260,868     $ —       $ 39,004,261  
Interest (including securities lending income of $33,738, $6,702 $0, and $40,440, respectively)
     926,162       379,084       110,025       —         1,415,271  
 
                                          
Total income
     31,578,729       5,469,910       3,370,893       —         40,419,532  
 
                                          
Expenses:
                                          
Management fees
     7,560,961       1,384,184       1,405,556       (284,601) (a)   10,066,100  
Administrative fees
     —       110,068       112,211       (222,279) (b)   —  
Distribution and service fees
     3,359,686       1,161,512       1,231,202       (391,438) (b)   5,360,963  
Transfer agent fees
     2,036,490       537,070       788,157       (651,846) (b)   2,709,871  
Custody and accounting fees
     196,752       10,321       3,697       27,536 (b)   238,306  
Printing fees
     86,201       63,652       62,930       (111,410) (b)   101,373  
Registration fees
     94,057       85,470       86,207       (155,123) (b)   110,611  
Audit fees
     22,199       28,635       28,511       (56,365) (b)   22,980  
Legal fees
     18,961       30,499       30,821       (59,985) (b)   20,296  
Trustee fees
     15,230       51,337       52,692       (104,029) (b)   15,230  
Service share fees
     4,680       —       —       — (b)   4,680  
Other
     154,056       89,151       84,086       (132,566) (b)   194,727  
 
                                          
Total expenses
     13,549,272       3,551,899       3,886,070       (2,142,106)       18,845,136  
Less — expense reductions
     (60,846)     (412,178)     (647,103)     1,010,624 (c)     (109,504)
 
                                          
Net Expenses
     13,488,426       3,139,721       3,238,967       (1,131,482)       18,735,632  
 
                                          
Net Investment Income (loss)
     18,090,303       2,330,189       131,926       1,131,482         21,683,900  
 
                                          
 
                                          
Realized and unrealized gain (loss) on investment and futures transactions:
                                          
Net realized gain (loss) from:
                                          
Investment transactions (including commissions recapture of $126,460, $15,418, $14,687, $36,712 and $193,277, respectively
     75,962,963       11,466,558       15,079,830       669,128         103,178,479  
Net change in unrealized gain (loss) on:
                                          
Investments
     41,654,688       (203,672)     (2,704,164)     —         38,746,852  
 
                                          
Net realized and unrealized gain on investment and futures transactions
     117,617,651       11,262,886       12,375,666       669,128         141,925,331  
 
                                          
 
Net Increase in Net Assets Resulting from Operations
   $ 135,707,954     $ 13,593,075     $ 12,507,592     $ 1,800,610       $ 163,609,231  
 
                                          
 
(a)   Adjustment to reduce management fee based on Structured U.S. Equity Fund rates.
 
(b)   Adjustments to reflect the anticipated adjustment as a result of consolidation of transfer agent, printing, custody and accounting and other services.
 
(c)   Adjustment to reflect increase in expense reduction based on Structured U.S. Equity Fund current expense cap and waivers.
The accompanying notes are an integral part of these pro forma financial statements.

 

 

GOLDMAN SACHS GROWTH AND INCOME FUND
Notes to Pro Forma Financial Statements
For the Twelve Months Ended August 31, 2006 (Unaudited)
1. ORGANIZATION
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 the Goldman Sachs Growth and Income Fund (the “Fund”). The Fund is a diversified portfolio offering five classes of shares — Class A, Class B, Class C, Institutional and Service. Class A shares of the Fund are sold with a front-end sales charge of up to 5.50%. Class B shares of the Fund 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 Fund are sold with a contingent deferred sales charge of 1.00% during the first 12 months. Institutional and Service Class shares of the Fund are not subject to a sales charge.
AXA Enterprise Funds Trust (the “Enterprise Trust”) is registered under the Act as an open-end management investment company. The Enterprise Trust currently has sixteen active investment portfolios, including the Equity Income Portfolio and Growth and Income Portfolio (the “Portfolios”) which offers four classes of shares—Class A, B, C, and Y.
2. BASIS OF COMBINATION
The unaudited pro forma Statement of Investments, Statement of Assets and Liabilities, and Statement of Operations ( “pro forma statements” ) reflect the accounts of the Fund as if the proposed reorganization occurred as of and for the twelve months ended August 31, 2006. Class A of the Portfolios will be combined with Class A of the Fund, Class B of the Portfolios will be combined with Class B of the Fund, Class C of the Portfolios will be combined with Class C of the Fund and Class Y of the Portfolios will be combined with Institutional Class of the Fund. These pro forma statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the period shown.
The Fund will be the accounting survivor for financial reporting purposes. The Plan of Reorganization provides for a tax-free acquisition of the Portfolio into the Fund. The acquisition is expected to be completed in April 2007.
3. SHARES OF BENEFICIAL INTEREST
These pro forma statements give effect to the proposed transaction whereby all assets of the Portfolios will be exchanged for shares of the Fund. The Fund will assume the liabilities, if any, of the Portfolios. Immediately thereafter, shares of the Fund will be distributed to the shareholders of the Portfolios. The Portfolios will be subsequently terminated.
The pro forma net asset value per share assumes the issuance of additional shares of the Fund, which would have been issued on August 31, 2006 in connection with the proposed reorganization. The amount of additional shares assumed to be issued under the reorganization was calculated based on the August 31, 2006 net assets of the Fund and the net asset value per share of the Fund. These amounts are summarized as follows:
                                 
    Class A
   Class B
   Class C
   Institutional
Shares Issued
     7,043,981       3,721,258       1,168,587       1,371,283  
Net Assets 08/31/2006
   $ 200,419,562     $ 103,045,959     $ 32,247,845     $ 39,500,843  
Pro Forma Net Asset Value 08/31/2006
   $ 28.45     $ 27.69     $ 27.60     $ 28.81  
4. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.

 

 

A. Investment Valuation — Investments in equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system or for investments in securities traded on a foreign securities exchange for which an independent fair value service is not available are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, such securities are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/dealer-supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other than those that are exchange traded) are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed not to reflect market value by the Investment Adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.
B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified-cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted. In addition, it is the Fund’s policy to accrue for estimated capital gains taxes on foreign securities held by the Fund, which are subject to taxes. 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 Fund 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 Fund of the Trust are allocated to the Fund on a straight-line and/or pro-rata basis depending upon the nature of the expense.
     Class A, Class B and Class C shareholders of the Fund bear all expenses and fees relating to its respective Distribution and Service Plans. Service Shares bear all expenses and fees relating to its Service and Shareholder Administration Plans. Each class of shares separately bears its respective class-specific Transfer Agency fees.
D. Federal Taxes and Distributions to Sharholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income distributions and capital gains distributions, if any, are declared and paid annually.
     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from tax return of capital.
     In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, an 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.
     The Fund had capital loss carryforwards as of its most recent fiscal year ended August 31, 2006. The year and amount of expiration for each capital loss carryforward is indicated below in (000):
                 
Capital Loss Carryforward*
   The Portfolios
   Growth and Income Fund
Expiring 2010
   $ —     $ 1,571  
Expiring 2011
     21,768       —  
 
Total
   $ 21,768     $ 1,571  
 
     
*   Expiration occurs on August 31 of the year indicated. As a consequence of the reorganization, utilization of these losses may be limited under the Internal Revenue Code.
E. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to

2

 

repurchase them at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to exceed the value of the repurchase agreement, including accrued interest. If the seller defaults or becomes insolvent, realization of the collateral by the Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.
     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, transfers uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.
F. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate or physically move liquid assets, on the books of its custodian or to respective counterparties, with a current value equal to or greater than the market value of the corresponding transactions.
G. Commission Recapture — The Fund may direct portfolio trades, subject to obtaining best execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to the Fund as cash payments and are included in the net realized gain (loss) on investments in the Statements of Operations.
5. AGREEMENTS
GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees. As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, equally to an annual percentage rate of the Fund’s average daily net assets.
     The Investment Adviser has entered into a fee reduction commitment for the Fund which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of December 29, 2005 to achieve the rates listed below:
         
Average Daily Net Assets
  
 Annual Rate
 
First $1 Billion
     0.70 %
Next $1 Billion
     0.63 %
Over $2 Billion
     0.60 %
 
     GSAM has voluntarily agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Distribution and Service fees, Transfer Agency fees and expenses, Service Shares fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.054% of the average daily net assets of the Fund. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any.
     The Trust, on behalf of the 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, to 0.25%, 0.75% and 0.75% of the Fund’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 the Fund’s average daily net assets attributable to Class B and Class C Shares.
     Goldman Sachs serves as Distributor of the shares of the Fund pursuant to a Distribution Agreement. Goldman Sachs may retain a portion of the Class A sales load and Class B and Class C contingent deferred sales charges. For the twelve months ended August 31,

3

 

2006, Goldman Sachs advised the Fund that it retained approximately $569,000, $300, and $0 for Class A, Class B, and Class C Shares, respectively.
     Goldman Sachs also serves as Transfer Agent of the Fund for a fee. Fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate as follows: 0.19% of the average daily net assets for Class A, B and Class C shares and 0.04% of the average daily net assets for Institutional and Service Shares.
     The Trust, on behalf of the Fund, 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 its 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.
     For the twelve months ended August 31, 2006, GSAM has voluntarily agreed to reimburse certain expenses. In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. Goldman Sachs, as Transfer Agent, voluntarily made a payment to the Fund related to certain earnings credits that reduce transfer agent fees. The Fund’s expense reductions were approximately, $12,000, $42,000, and $7,000 for Management Fee waiver, Transfer Agent Fee Reduction, Custody Fee Reduction, respectively. The Portfolios’ expense reductions were approximately, $327,000, $30,000, $73,000, and $629,000 for Management Fee waiver, Other Expense Reimbursement, Advisory Fee waiver and Registration Fee Reduction, respectively.
     At August 31, 2006, amounts owed to affiliates by the Fund were approximately $677,000, $293,000, and $183,000 for Management, Distribution and Service, and Transfer Agent fees, respectively. Amounts owed to affiliates by the Portfolios were approximately $0, $0, and $0 for Management, Distribution and Service, and Transfer Agent fees, respectively.
6. SECURITIES LENDING
Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs and affiliates. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. The market value of the loaned securities is determined at the close of business of the Fund, at their last sale price or official closing price on the principal exchange or system on which they are traded, and any additional required collateral is delivered to the Fund on the next business day. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the twelve months ended August 31, 2006, is reported parenthetically on the Statement of Operations. For the twelve months ended August 31, 2006, BGA earned $5,370 in fees as securities lending agent. A portion of this amount, $483, represents compensation earned by the Fund from lending its securities to Goldman Sachs. At August 31, 2006, the Fund loaned securities having a market value of $49,911,437 collateralized by cash in the amount of $51,167,925. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

4

 

Pro Forma Combined Statement of Investments for the Goldman Sachs Trust Growth Fund & Income and AXA Enterprise Growth and Income Fund
August 31, 2006 (Unaudited)
                                                                         
 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
   Description
            
  
  
  
 Value
  
  
  
  
  
  
  
  
        AXA Enterprise                                       AXA Enterprise           Pro Forma
GS Growth &   Growth & Income           Pro Forma               GS Growth &   Growth & Income           Combined
Income Fund
  
 Fund
  
 Adjustments
  
 Combined Fund
    
           Income Fund
  
 Fund
  
 Adjustments
  
 Fund
                               
Common Stocks - 97.7%
                                        
                               
Auto Components - 0.4%
                                        
$ —     $ 26,000     $ —     $ 26,000    
Borg-Warner, Inc.
           $ —     $ 1,474,460     $ —     $ 1,474,460  
  —       50,300       —       50,300    
Johnson Controls, Inc.
             —       3,618,079       —       3,618,079  
                                             
                               
 
             —       5,092,539       —       5,092,539  
                                             
                               
Automobiles - 0.1%
                                        
  —       32,000       —       32,000    
Harley Davidson Co.
             —       1,872,320       —       1,872,320  
                                             
                               
Biotechnology - 0.7%
                                        
  72,999       —       —       72,999    
Amgen, Inc. *
             4,958,822       —       —       4,958,822  
  —       17,900       —       17,900    
Cephalon Inc.
             —       1,020,658       —       1,020,658  
  —       46,700       —       46,700    
Genzyme Corp.
             —       3,092,941       —       3,092,941  
  —       67,400       —       67,400    
Millennium Pharmaceutical
             —       731,964       —       731,964  
                                             
                               
 
             4,958,822       4,845,563       —       9,804,385  
                                             
                               
Brokers - 3.2%
                                        
  306,978       —       —       306,978    
Lehman Brothers Holdings, Inc.
             19,588,266       —       —       19,588,266  
  72,595       —       —       72,595    
Merrill Lynch & Co., Inc.
             5,337,910       —       —       5,337,910  
  182,920       104,500       —       287,420    
Morgan Stanley
             12,034,307       6,875,055       —       18,909,362  
                                             
                               
 
             36,960,483       6,875,055       —       43,835,538  
                                             
                               
Building Products - 0.3%
                                        
  —       143,200       —       143,200    
Masco Corp.
             —       3,925,112       —       3,925,112  
                                             
                               
Computers Hardware - 2.4%
                                        
  1,119,992       —       —       1,119,992    
Cisco Systems, Inc. *
             24,628,624       —       —       24,628,624  
  —       86,100       —       86,100    
Dell, Inc.
             —       1,941,555       —       1,941,555  
  179,853       —       —       179,853    
Hewlett-Packard Co.
             6,575,426       —       —       6,575,426  
                                             
                               
 
             31,204,050       1,941,555       —       33,145,605  
                                             
                               
Computer Software - 1.8%
                                        
  774,548       —       —       774,548    
Activision, Inc. *
             9,991,669       —       —       9,991,669  
  —       280,500       —       280,500    
Microsoft Corp.
             —       7,206,045       —       7,206,045  
  —       176,200       —       176,200    
Oracle Corp.
             —       2,757,530       —       2,757,530  
  —       35,600       —       35,600    
Salesforce.com, Inc.
             —       1,227,488       —       1,227,488  
  —       144,296       —       144,296    
Symantec Corp.
             —       2,689,677       —       2,689,677  
                                             
                               
 
             9,991,669       13,880,740       —       23,872,409  
                                             
                               
Defense/Aerospace - 1.3%
                                        
  198,365       —       —       198,365    
General Dynamics Corp.
             13,399,556       —       —       13,399,556  
  —       25,800       —       25,800    
Northrop Grumman Corp.
             —       1,723,698       —       1,723,698  
  33,235       —       —       33,235    
The Boeing Co.
             2,489,301       —       —       2,489,301  
                                             
                               
 
             15,888,857       1,723,698       —       17,612,555  
                                             
                               
Diversified Communications - 3.3%
                                        
  —       88,000       —       88,000    
AT&T, Inc.
             —       2,739,440       —       2,739,440  
  —       11,304       —       11,304    
Embarq Corp.
             —       532,984       —       532,984  
  1,186,316       —       —       1,186,316    
Verizon Communications Group, Inc.
             41,734,597       —       —       41,734,597  
                                             
                               
 
             41,734,597       3,272,424       —       45,007,021  
                                             
                               
Diversified Consumer Services - 0.1%
                                        
  —       42,000       —       42,000    
H&R Block, Inc.
             —       883,260       —       883,260  
                                             
                               
Diversified Energy - 1.6%
                                        
  891,546       —       —       891,546    
The Williams Companies, Inc.
             21,958,778       —       —       21,958,778  
                                             
                               
Drugs - 3.8%
                                        
  1,880,163       —       —       1,880,163    
Pfizer, Inc.
             51,817,292       —       —       51,817,292  
                                             
                               
Electric Utilities - 7.0%
                                        
  —       44,200       —       44,200    
American Electric Power
             —       1,612,416       —       1,612,416  
  70,578               —       70,578    
Edison International
             3,080,024       —       —       3,080,024  
  484,559       —       —       484,559    
Entergy Corp.
             37,626,006       —       —       37,626,006  
  365,475       89,700       —       455,175    
Exelon Corp.
             22,286,666       5,469,906       —       27,756,572  
  133,437       —       —       133,437    
FirstEnergy Corp.
             7,613,915       —       —       7,613,915  
  70,060       —       —       70,060    
FPL Group, Inc.
             3,114,167       —       —       3,114,167  
  —       23,000       —       23,000    
Northeast Utilities
             —       524,630       —       524,630  
  —       34,600       —       34,600    
Pepco Holding, Inc.
             —       878,494       —       878,494  
  367,631       —       —       367,631    
PPL Corp.
             12,856,056       —       —       12,856,056  
                                             
                               
 
             86,576,834       8,485,446       —       95,062,280  
                                             
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                         
 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
   Description
  
  
  
     Value
  
        AXA Enterprise                                       AXA Enterprise           Pro Forma
GS Growth &   Growth & Income           Pro Forma               GS Growth &   Growth & Income           Combined
Income Fund
  
 Fund
  
 Adjustments
  
 Combined Fund
    
  
  
  
     Income Fund
  
 Fund
  
 Adjustments
  
 Fund
                               
Energy Resources - 7.2%
                                        
$ 536,248     $ —     $ —     $ 536,248    
ConocoPhillips
           $ 34,014,211     $ —     $ —     $ 34,014,211  
  894,742       29,100       —       923,842    
Exxon Mobil Corp.
             60,547,191       1,969,197       —       62,516,388  
  —       22,000       —       22,000    
Marathon Oil Corp.
             —       1,837,000       —       1,837,000  
                                             
                               
 
             94,561,402       3,806,197       —       98,367,599  
                                             
                               
Energy-Master Limited Partnerships - 3.7%
                                        
  277,020       —       —       277,020    
Energy Transfer Partners LP
             13,205,543       —       —       13,205,543  
  638,360       —       —       638,360    
Enterprise Products Partners LP
             17,088,897       —       —       17,088,897  
  319,337       —       —       319,337    
Magellan Midstream Partners LP
             11,767,569       —       —       11,767,569  
  228,781       —       —       228,781    
Williams Partners LP
             8,197,223       —       —       8,197,223  
                                             
                               
 
             50,259,232       —       —       50,259,232  
                                             
                               
Environmental & Other Services - 1.0%
                                        
  381,587       —       —       381,587    
Waste Management, Inc.
             13,081,145       —       —       13,081,145  
                                             
                               
Financial Technology - 0.7%
                                        
  209,283       —       —       209,283    
First Data Corp.
             8,992,891       —       —       8,992,891  
                                             
                               
Food & Beverage - 0.9%
                                        
  —       31,000       —       31,000    
Anheuser-Busch Co.
             —       1,530,780       —       1,530,780  
  471,985       —       —       471,985    
Unilever NV
             11,252,122       —       —       11,252,122  
                                             
                               
 
             11,252,122       1,530,780       —       12,782,902  
                                             
                               
Food & Staples Retail - 0.5%
                                        
  —       54,900       —       54,900    
Costco Wholesale Corp.
             —       2,568,771       —       2,568,771  
  —       95,100       —       95,100    
Kroger Co.
             —       2,264,331       —       2,264,331  
  —       58,000       —       58,000    
Sysco Corp.
             —       1,820,620       —       1,820,620  
                                             
                               
 
             —       6,653,722       —       6,653,722  
                                             
                               
Health Care Provider & Services - 0.7%
                                        
  —       33,900               33,900    
Caremark RX, Inc.
             —       1,964,166       —       1,964,166  
  —       42,600       —       42,600    
Medco Health Solutions, Inc.
             —       2,699,562       —       2,699,562  
  —       90,900       —       90,900    
UnitedHealth Group, inc.
             —       4,722,255       —       4,722,255  
                                             
                               
 
             —       9,385,983       —       9,385,983  
                                             
                               
Home Products - 1.7%
                                        
  680,534       —       —       680,534    
Newell Rubbermaid, Inc.
             18,367,613       —       —       18,367,613  
  77,300       —       —       77,300    
The Clorox Co.
             4,623,313       —       —       4,623,313  
                                             
                               
 
             22,990,926       —       —       22,990,926  
                                             
                               
Hotels & Leisure - 0.3%
                                        
  —       72,300       —       72,300    
Carnival Corp.
             —       3,029,370       —       3,029,370  
  —       15,580       —       15,580    
Wyndham Worldwide Corp.
             —       455,871       —       455,871  
                                             
                               
 
             —       3,485,241       —       3,485,241  
                                             
                               
Internet Retail - 0.0%
                                        
  —       400       —       400    
Expedia, Inc. *
             —       6,528       —       6,528  
                                             
                               
Insurance - 0.6%
                                        
  —       34,700       —       34,700    
Allstate Corp.
             —       2,010,518       —       2,010,518  
  —       70,000       —       70,000    
American International Group
             —       4,467,400       —       4,467,400  
  —       23,900       —       23,900    
Hartford Financial Services Group
             —       2,052,054       —       2,052,054  
                                             
                               
 
             —       8,529,972       —       8,529,972  
                                             
                               
IT Services - 0.1%
                                        
  —       50,600       —       50,600    
Accenture Ltd. Class A
             —       1,500,796       —       1,500,796  
                                             
                               
Large Banks - 14.2%
                                        
  1,094,172       —       —       1,094,172    
Bank of America Corp.
             56,317,033       —       —       56,317,033  
  647,391       174,000       —       821,391    
Citigroup, Inc.
             31,948,746       8,586,900       —       40,535,646  
  1,131,705       84,600       —       1,216,305    
J.P. Morgan Chase & Co.
             51,673,650       3,862,836       —       55,536,486  
  —       110,900       —       110,900    
Mellon Financial Co.
             —       4,128,807       —       4,128,807  
  862,267       180,100       —       1,042,367    
Wells Fargo & Co.
             29,963,778       6,258,475       —       36,222,253  
                                             
                               
 
             169,903,207       22,837,018       —       192,740,225  
                                             
                               
Life Sciences Tools & Services - 0.1%
                                        
  —       39,500       —       39,500    
Waters Corp.
             —       1,684,675       —       1,684,675  
                                             
                               
Machinery - 0.3%
                                        
  —       82,800       —       82,800    
Illinois Tool Work, Inc.
             —       3,634,920       —       3,634,920  
                                             
                               
Media - 2.7%
                                       
  400,171       —       —       400,171    
Comcast Corp. *
             14,005,985       —       —       14,005,985  
  —       143,000       —       143,000    
DirecTV Group, Inc. *
             —       2,686,970       —       2,686,970  
  —       76,300       —       76,300    
News Corp Class A
             —       1,451,989       —       1,451,989  
  —       46,600       —       46,600    
Omnicom Group, Inc.
             —       4,073,772       —       4,073,772  
  —       29,080       —       29,080    
R.H. Donnelley Corp. *
             —       1,579,626       —       1,579,626  
  734,290       —       —       734,290    
Time Warner, Inc.
             12,203,900       —       —       12,203,900  
  —       19,100       —       19,100    
Univision Communications Class A
             —       660,096       —       660,096  
                                             
                               
 
             26,209,885       10,452,453       —       36,662,338  
                                             
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                                   
                                Description       Value
 		  
 		      
 
        AXA Enterprise                                       AXA Enterprise           Pro Forma
GS Growth &   Growth & Income           Pro Forma               GS Growth &   Growth & Income           Combined
Income Fund   Fund   Adjustments   Combined Fund               Income Fund   Fund   Adjustments   Fund
 		  
 		      
 
                               
Medical Products - 2.2%
                                    
$ 428,483     $ —     $ —     $ 428,483    
Baxter International, Inc.
           $ 19,016,076     $ —     $ —     $ 19,016,076  
  192,200       44,700       —       236,900    
Medtronic, Inc.
             9,014,180       2,096,430       —       11,110,610  
                                             
                               
 
             28,030,256       2,096,430       —       30,126,686  
                                             
                               
Mining - 0.4%
                                    
  106,577       —       —       106,577    
Nucor Corp.
             5,208,418       —       —       5,208,418  
                                             
                               
Motor Vehicle - 0.6%
                                    
  144,654       —       —       144,654    
Autoliv, Inc.
             8,175,844       —       —       8,175,844  
                                             
                               
 
                                        
                                             
                               
Multi Line Retail - 0.2%
                                    
  —       33,600       —       33,600    
Kohl’s Corp. *
             —       2,100,336       —       2,100,336  
                                             
                               
Oil Refining - 1.3%
                                    
  189,962       26,600       —       216,562    
EOG Resources, Inc.
             12,313,337       1,724,212       —       14,037,549  
  —       39,100       —       39,100    
Ensco International, Inc.
             —       1,747,379       —       1,747,379  
  —       38,100       —       38,100    
Global Santa Fe Corp.
             —       1,875,282       —       1,875,282  
                                             
                               
 
             12,313,337       5,346,873       —       17,660,210  
                                             
                               
Oil Services - 1.1%
                                    
  108,414       2,000       —       110,414    
Baker Hughes, Inc.
             7,716,909       142,360       —       7,859,269  
  185,566       —       —       185,566    
BJ Services Co.
             6,366,769       —       —       6,366,769  
  —       38,500       —       38,500    
Halliburton Co.
             —       1,255,870       —       1,255,870  
                                             
                               
 
             14,083,678       1,398,230       —       15,481,908  
                                             
                               
Paper & Packaging - 2.9%
                                    
  494,150       —       —       494,150    
International Paper Co.
             17,181,595       —       —       17,181,595  
  702,726       —       —       702,726    
Packaging Corp. of America
             16,261,080       —       —       16,261,080  
  172,035       —       —       172,035    
Plum Creek Timber Co., Inc.
             5,991,979       —       —       5,991,979  
                                             
                               
 
             39,434,654       —       —       39,434,654  
                                             
                               
Parts & Equipment - 1.6%
                                    
  350,933       —       —       350,933    
United Technologies Corp.
             22,007,008       —       —       22,007,008  
                                             
                               
Pharmaceuticals - 1.3%
                                    
  —       41,300       —       41,300    
Allergen, Inc.
             —       4,731,328       —       4,731,328  
  —       98,700       —       98,700    
Bristol-Meyers Squib Co.
             —       2,146,725       —       2,146,725  
  —       68,800       —       68,800    
Johnson & Johnson
             —       4,448,608       —       4,448,608  
  —       130,200       —       130,200    
Wyeth
             —       6,340,740       —       6,340,740  
                                             
                               
 
             —       17,667,401       —       17,667,401  
                                             
                               
Property Insurance - 3.4%
                                    
  158,631       —       —       158,631    
American International Group, Inc.
             10,123,830       —       —       10,123,830  
  198,270       —       —       198,270    
PartnerRe, Inc.
             12,748,761       —       —       12,748,761  
  230,034       —       —       230,034    
The Allstate Corp.
             13,328,170       —       —       13,328,170  
  157,271       —       —       157,271    
XL Capital
             10,323,269       —       —       10,323,269  
                                             
                               
 
             46,524,030       —       —       46,524,030  
                                             
                               
Regional’s - 2.4%
                                    
  —       6,600       —       6,600    
City National Corp.
             —       434,280       —       434,280  
  —       88,300       —       88,300    
Fifth Third Bancorp
             —       3,473,722       —       3,473,722  
  499,595       —       —       499,595    
KeyCorp
             18,380,100       —       —       18,380,100  
  —       38,500       —       38,500    
PNC Financial Services
             —       2,725,415       —       2,725,415  
  220,438       —       —       220,438    
Regions Financial Corp.
             7,933,564       —       —       7,933,564  
                                             
                               
 
             26,313,664       6,633,417       —       32,947,081  
                                             
                               
Real Estate Management & Development - 0.0%
                                    
  —       26,200       —       26,200    
Realogy Corp. *
             —       560,680       —       560,680  
                                             
                               
REITs - 3.6%
                                    
  207,380       —       —       207,380    
Apartment Investment & Management Co.
             10,626,151       —       —       10,626,151  
  461,288       —       —       461,288    
Capital Source, Inc, (a)
             11,209,298       —       —       11,209,298  
  169,615       —       —       169,615    
Developers Diversified Realty Corp.
             9,176,172       —       —       9,176,172  
                                             
                               
 
             48,756,147       —       —       48,756,147  
                                             
                               
Restaurants - 2.2%
                                    
  844,904       —       —       844,904    
McDonald’s Corp.
             30,332,054       —       —       30,332,054  
                                             
                               
Retail Apparel - 1.9%
                                    
  408,367       —       —       408,367    
J.C. Penny Co., Inc.
             25,743,456       —       —       25,743,456  
                                             
                               
Road and Rail - 0.3%
                                    
  —       52,000       —       52,000    
Burlington Northern Santa Fe
             —       3,481,400       —       3,481,400  
                                             
                               
Semiconductors - 0.5%
                                    
  —       60,700       —       60,700    
Analog Devices
             —       1,859,848       —       1,859,848  
  —       181,800       —       181,800    
Intel Corp.
             —       3,552,372       —       3,552,372  
          58,600       —       58,600    
Xilinx, Inc.
             —       1,340,182       —       1,340,182  
                                             
                               
 
             —       6,752,402       —       6,752,402  
                                             
                               
Specialty Financials - 6.2%
                                    
  258,176       —       —       258,176    
Alliance Bernstein Holding LP
             17,220,339       —       —       17,220,339  
  302,484       —       —       302,484    
American Capital Strategies Ltd. (a)
             11,715,205       —       —       11,715,205  
  468,072       —       —       468,072    
Apollo Investment Corp.
             9,347,398       —       —       9,347,398  
  319,055       —       —       319,055    
Countrywide Financial Corp.
             10,784,059       —       —       10,784,059  
  —       45,800       —       45,800    
Freddie Mac
             —       2,912,880       —       2,912,880  
                          —    
Indy Mac Bancorp, Inc.
             —       —       —       —  
  775,890                       775,890    
Washington Mutual, Inc.
             32,502,032       —       —       32,502,032  
                                             
                               
 
             81,569,033       2,912,880       —       84,481,913  
                                             
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                         
                                Description                   Value                
 		  
 		  
 
        AXA Enterprise                                       AXA Enterprise           Pro Forma
GS Growth &   Growth & Income           Pro Forma               GS Growth &   Growth & Income           Combined
Income Fund   Fund   Adjustments   Combined Fund               Income Fund   Fund   Adjustments   Fund
 		  
 		  
 
                               
Telecom Equipment - 1.3%
                                    
$ 745,634     $ —     $ —     $ 745,634    
Motorola, Inc.
           $ 17,432,923     $ —     $ —     $ 17,432,923  
                                             
                               
Tobacco - 1.9%
                                    
  317,698       —       —       317,698    
Altria Group, Inc.
             26,537,314       —       —       26,537,314  
                                             
                                             
                               
Transports - 1.3%
                                    
  —       27,800       —       27,800    
FedEx Corp.
             —       2,808,634       —       2,808,634  
  113,655       —       —       113,655    
Union Pacific Corp.
             9,132,179       —       —       9,132,179  
  73,277       —       —       73,277    
United Parcel Service, Inc. Class B
             5,133,054       —       —       5,133,054  
                                             
                               
 
             14,265,233       2,808,634       —       17,073,867  
                                             
                               
Utilities - 0.2%
                                    
  —       52,800       —       52,800    
NiSource, Inc.
             —       1,117,776       —       1,117,776  
  —       42,000       —       42,000    
Sempra Energy Corp.
             —       2,088,240       —       2,088,240  
                                             
                               
 
             —       3,206,016       —       3,206,016  
                                             
                               
Wireless Communications - 0.3%
                                    
  —       226,983       —       226,983    
Sprint Nextel Corp.
             —       3,840,552       —       3,840,552  
                                             
                               
TOTAL COMMON STOCKS
                                        
                               
(Cost $991,906,962, $158,745,383 $0 and $1,150652,345 respectively)
           $ 1,145,069,241     $ 185,111,248     $ —     $ 1,330,180,489  
                                             
                               
 
                                        
      Principal Amount                
Interest Rate       Maturity Date
                                    
 		  
 		  
 
                               
Time Deposits - 0.2%
                                    
          3,068,117               3,068,117    
JP Morgan Chase Nassau
             —       3,068,117       —       3,068,117  
                                             
 
                          —    
 
                                        
                               
TOTAL Time Deposits
(Cost $0, $3,068,117, $0 and $3,068,117 respectively)
           $ —     $ 3,068,117     $ —     $ 3,068,117  
                                             
                               
Repurchase Agreement (b) - 1.9%
                                    
                               
Joint Repurchase Agreement Account II 5.28% 09/01/2006 Maturity Value $25,403,726
                                        
  25,400,000       —       —       25,400,000    
(Cost $25,400,000, $0,$0 and $25,400,000 respectively)
           $ 25,400,000     $ —     $ —     $ 25,400,000  
                                             
                               
TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL
                                        
                               
(Cost $1,017,306,962, $161,813,500, $0 and $1,179,120,462 respectively)
           $ 1,170,469,241     $ 188,179,365     $ —     $ 1,358,648,606  
                                             
                               
 
                                        
      Shares/Principal                
Description
                                        
 		  
 		  
 
                               
Securities Lending Collateral - 4.0%
                                    
  —       3,445,986       —       3,445,986    
Banc of America Securities LLC
             —       3,445,986       —       3,445,986  
                               
Boston Global Investment Trust -
                                        
  51,167,925       —       —       51,167,925    
Enhanced Portfolio
             51,167,925       —       —       51,167,925  
                               
TOTAL SECURITIES LENDING COLLATERAL
                                        
                               
(Cost $51,167,925, $3,445,986, $0 and $54,613,911 respectively)
           $ 51,167,925     $ 3,445,986     $ —     $ 54,613,911  
                                             
                               
TOTAL INVESTMENTS
(Cost $1,068,474,887, $165,259,486, $0 and $1,233,734,373 respectively) 103.8%
       $ 1,221,637,166     $ 191,625,351     $ —     $ 1,413,262,517  
                                             
                               
OTHER ASSETS IN EXCESS OF LIABILITIES/(LIABILITIES IN EXCESS OF OTHER ASSETS) - 3.8%
             (48,557,968 )     (3,453,916 )     —       (52,011,884 )
                               
NET ASSETS - 100.0%
       $ 1,173,079,198     $ 188,171,435     $ —     $ 1,361,250,633  
                                             
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 the security is on loan.
(b) Repurchase agreement was entered into on August 31, 2006
The accompanying notes are an integral part of these pro forma financial statements.

 

 

Pro Forma Combined Statement of Assets and Liabilities
For the Goldman Sachs Growth and Income Fund and the AXA Enterprise Growth and Income Fund
August 31, 2006 (Unaudited)
                                 
    Goldman Sachs   AXA Enterprise            
    Growth and   Growth and           Pro Forma
    Income Fund
   Income Fund
   Adjustments
   Combined Fund
Assets:
                                
Investments in securities, at value (identified cost $1,017,306,962, $158,745,383, $0 and $1,176,052,345, respectively) — (including $49,911,437 $3,388,652, $0 and $53,300,089 of securities on loan, respectively)
   $ 1,170,469,241       185,111,248       —     $ 1,355,580,489  
Investments in short term securities, at value (cost $0, $3,068,117, $0 and $3,068,117, respectively)
     —       3,068,117       —       3,068,117  
Securities Lending collateral, at value (cost $51,167,925, $3,445,986, $0 and $54,613,911, respectively)
     51,167,925       3,445,986       —       54,613,911  
Cash
     31,940       —       —       31,940  
Receivables:
                                
Investment securities sold, at value
     —       277,728               277,728  
Fund shares sold
     2,999,444       3,786       —       3,003,230  
Dividends and interest, at value
     3,307,462       333,542       —       3,641,004  
Foreign tax reclaims, at value
     29,188       —       —       29,188  
Securities lending income
     3,230       —       —       3,230  
Other assets
     6,432       97,046       —       103,478  
 
                                
Total assets
     1,228,014,862       192,337,453       —       1,420,352,315  
 
                                
 
                                
Liabilities:
                                
Payables:
                                
Investment securities purchased
     —       124,356.00       —       124,356  
Payable upon return of securities loaned
     51,167,925       3,445,986       —       54,613,911  
Fund shares repurchased
     2,397,428       35,242       —       2,432,670  
Amounts owed to affiliates
     1,162,667       —       —       1,162,667  
Bank overdraft
     —       207,888       —       207,888  
Accrued expenses
     213,644       352,546       —       566,190  
 
                                
Total liabilities
     54,941,664       4,166,018       —       59,107,682  
 
                                
 
                                
Net Assets:
                                
Paid-in capital
     968,380,655       171,121,556       —       1,139,502,211  
Accumulated undistributed net investment income (loss)
     4,244,248       178,212       —       4,422,460  
Accumulated net realized gain (loss) on investments
     47,292,016       (9,494,198 )     —       37,797,818  
Net unrealized gain on investments
     153,162,279       26,365,865       —       179,528,144  
 
                                
Net Assets
   $ 1,173,079,198     $ 188,171,435     $ —     $ 1,361,250,633  
 
                                
 
                                
 
Net Assets:
                                
Class A
   $ 1,061,063,489     $ 86,574,642     $ —     $ 1,147,638,131  
Class B
     64,578,777       59,295,365       —       123,874,142  
Class C
     18,834,065       16,913,944       —       35,748,009  
Institutional/Class Y
     27,590,090       25,387,484       —       52,977,574  
Service/Class P
     1,012,777       —       —       1,012,777  
 
Shares Outstanding:
                                
Class A
     37,292,325       2,243,296       799,472 (b)   $ 40,335,093  
Class B
     2,332,108       1,598,226       543,084 (b)     4,473,418  
Class C
     682,503       455,391       157,531 (b)     1,295,425  
Institutional/Class Y
     957,798       637,445       243,889 (b)     1,839,132  
Service/Class P
     35,602       —       —       35,602  
 
Total shares outstanding, $0.001 par value (unlimited number of shares authorized)
     41,300,336       4,934,358       1,743,976 (b)     47,978,670  
 
Net assets value, offering and redemption price per share:(c)
                               
Class A
   $ 28.45       38.59     $ —     $ 28.45  
Class B
     27.69       37.10       —       27.69  
Class C
     27.60       37.14       —       27.60  
Institutional/Class Y
     28.81       39.83       —       28.81  
Service/Class P
     28.45       —       —       28.45  
 
 
(b)   Adjustment to reflect reduction of shares based on Structured U.S. Equity Fund’s NAV.
 
(c)   Maximum public offering price per share for Class A Shares is $30.11, $40.51 ,0 and $30.11, 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 pro forma financial statements.

 

Pro Forma Combined Statement of Operations
For the Goldman Sachs Growth and Income Fund and the AXA Enterprise Growth and Income Fund
August 31, 2006 (Unaudited)
                                                   
    Goldman Sachs   AXA Enterprise            
    Growth and   Growth and           Pro Forma
    Income Fund
   Income Fund
   Adjustments
   Combined Fund
Investment Income:
                                
Dividends (Net of foreign withholding tax of $62,579, $19,213, $0, $0 and $81,792, respectively)
   $ 30,652,567     $ 3,260,868     $ —     $ 33,913,435  
Interest (including securities lending income of $33,738, $52,246, $6,702, $0, and $92,686, respectively)
     926,162       110,025       —       1,036,187  
 
                                
Total income
     31,578,729       3,370,893       —       34,949,622  
 
                                
Expenses:
                                
Management fees
     7,560,961       1,405,556       (139,209 )(a)     8,827,308  
Administrative fees
     —       112,211       (112,211 )(b)     —  
Co-Administrative fees
     —       —       — (b)     —  
Distribution and service fees
     3,359,686       1,231,202       (164,278 )(b)     4,426,610  
Transfer agent fees
     2,036,490       788,157       (458,534 )(b)     2,366,113  
Merger cost
     —       —       — (b)     —  
Custody and accounting fees
     196,752       3,697       17,198 (b)     217,647  
Printing fees
     86,201       62,930       (55,301 )(b)     93,830  
Registration fees
     94,057       86,207       (77,883 )(b)     102,381  
Audit fees
     22,199       28,511       (28,118 )(b)     22,592  
Legal fees
     18,961       30,821       (30,150 )(b)     19,632  
Trustee fees
     15,230       52,692       (52,692 )(b)     15,230  
Service share fees
     4,680       —       — (b)     4,680  
Insurance expense
     —       —       — (b)     —  
Other
     154,056       84,086       (63,635 )(b)     174,507  
 
                                
Total expenses
     13,549,272       3,886,070       (1,164,813 )     16,270,529  
Less — expense reductions
     (60,846 )     (647,103 )     642,688 (c)     (65,261 )
 
                                
Net Expenses
     13,488,426       3,238,967       (522,125 )     16,205,268  
 
                                
Net Investment Income (loss)
     18,090,303       131,926       522,125       18,744,354  
 
                                
 
                                
Realized and unrealized gain (loss) on investment and futures transactions:
                                
Net realized gain (loss) from:
                                
Investment transactions (including commissions recapture of $126,460, $14,687, $21,294 and $162,441, respectively
     75,962,963       15,079,830       653,710       91,696,503  
Investments
     41,654,688       (1,447,743 )     —       40,206,945  
Net realized and unrealized gain on investment and futures transactions
     117,617,651       13,632,087       653,710       131,903,448  
 
                                
 
                                
Net Increase in Net Assets Resulting from Operations
   $ 135,707,954     $ 13,764,013     $ 1,175,835     $ 150,647,802  
 
                                
 
(a)   Adjustment to reduce management fee based on Structured U.S. Equity Fund rates.
 
(b)   Adjustments to reflect the anticipated adjustment as a result of consolidation of transfer agent, printing, custody and accounting and other services.
 
(c)   Adjustment to reflect increase in expense reduction based on Structured U.S. Equity Fund current expense cap and waivers.
The accompanying notes are an integral part of these pro forma financial statements.

 

GOLDMAN SACHS GROWTH AND INCOME FUND
Notes to Pro Forma Financial Statements
For the Twelve Months Ended August 31, 2006 (Unaudited)
1. ORGANIZATION
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 the Goldman Sachs Growth and Income Fund (the “Fund”). The Fund is a diversified portfolio offering five classes of shares — Class A, Class B, Class C, Institutional and Service. Class A shares of the Fund are sold with a front-end sales charge of up to 5.50%. Class B shares of the Fund 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 Fund are sold with a contingent deferred sales charge of 1.00% during the first 12 months. Institutional and Service Class shares of the Fund are not subject to a sales charge.
AXA Enterprise Funds Trust (the “Enterprise Trust”) is registered under the Act as an open-end management investment company. The Enterprise Trust currently has sixteen active investment portfolios, including the Growth and Income Portfolio (the “Portfolio”) which offers four classes of shares—Class A, B, C, and Y.
2. BASIS OF COMBINATION
The unaudited pro forma Statement of Investments, Statement of Assets and Liabilities, and Statement of Operations ( “pro forma statements” ) reflect the accounts of the Fund as if the proposed reorganization occurred as of and for the twelve months ended August 31, 2006. Class A of the Portfolio will be combined with Class A of the Fund, Class B of the Portfolio will be combined with Class B of the Fund, Class C of the Portfolio will be combined with Class C of the Fund and Class Y of the Portfolio will be combined with Institutional Class of the Fund. These pro forma statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the period shown.
The Fund will be the accounting survivor for financial reporting purposes. The Plan of Reorganization provides for a tax-free acquisition of the Portfolio into the Fund. The acquisition is expected to be completed in April 2007.
3. SHARES OF BENEFICIAL INTEREST
These pro forma statements give effect to the proposed transaction whereby all assets of the Portfolio will be exchanged for shares of the Fund. The Fund will assume the liabilities, if any, of the Portfolio. Immediately thereafter, shares of the Fund will be distributed to the shareholders of the Portfolio. The Portfolio will be subsequently terminated.
The pro forma net asset value per share assumes the issuance of additional shares of the Fund, which would have been issued on August 31, 2006 in connection with the proposed reorganization. The amount of additional shares assumed to be issued under the reorganization was calculated based on the August 31, 2006 net assets of the Fund and the net asset value per share of the Fund. These amounts are summarized as follows:
                                 
    Class A   Class B   Class C   Institutional
   
 
 
 
Shares Issued
     3,042,768       2,141,310       612,922       881,334  
Net Assets 08/31/2006
   $ 86,574,642     $ 59,295,365     $ 16,913,944     $ 25,387,484  
Pro Forma Net Asset Value 08/31/2006
   $ 28.45     $ 27.69     $ 27.60     $ 28.81  
4. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.

 

 

A. Investment Valuation — Investments in equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system or for investments in securities traded on a foreign securities exchange for which an independent fair value service is not available are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, such securities are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/dealer-supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other than those that are exchange traded) are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed not to reflect market value by the Investment Adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.
B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified-cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted. In addition, it is the Fund’s policy to accrue for estimated capital gains taxes on foreign securities held by the Fund, which are subject to taxes. 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 Fund 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 Fund of the Trust are allocated to the Fund on a straight-line and/or pro-rata basis depending upon the nature of the expense.
     Class A, Class B and Class C shareholders of the Fund bear all expenses and fees relating to its respective Distribution and Service Plans. Service Shares bear all expenses and fees relating to its Service and Shareholder Administration Plans. Each class of shares separately bears its respective class-specific Transfer Agency fees.
D. Federal Taxes and Distributions to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income distributions and capital gains distributions, if any, are declared and paid annually.
     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from tax return of capital.
     In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, an 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.
     The Fund had capital loss carryforwards as of its most recent fiscal year ended August 31, 2006. The year and amount of expiration for each capital loss carryforward is indicated below in (000):
                 
Capital Loss Carryforward*   The Portfolio   Growth and Income Fund
 
 
Expiring 2010
   $ —     $ 1,571  
Expiring 2011
   21,768       —  
 
Total
   $ 21,768     $ 1,571  
 
 
*   Expiration occurs on August 31 of the year indicated. As a consequence of the reorganization, utilization of these losses may be limited under the Internal Revenue Code.

2

 

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 Fund, 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 Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.
     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, transfers uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.
F. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate or physically move liquid assets, on the books of its custodian or to respective counterparties, with a current value equal to or greater than the market value of the corresponding transactions.
G. Commission Recapture — The Fund may direct portfolio trades, subject to obtaining best execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to the Fund as cash payments and are included in the net realized gain (loss) on investments in the Statements of Operations.
5. AGREEMENTS
GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees. As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, equally to an annual percentage rate of the Fund’s average daily net assets.
     The Investment Adviser has entered into a fee reduction commitment for the Fund which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of December 29, 2005 to achieve the rates listed below:
         
Average Daily Net Assets   Annual Rate
First $1 Billion
     0.70 %
Next $1 Billion
     0.63 %
Over $2 Billion
     0.60 %
 
     GSAM has voluntarily agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Distribution and Service fees, Transfer Agency fees and expenses, Service Shares fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.054% of the average daily net assets of the Fund. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any.
     The Trust, on behalf of the 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, to 0.25%, 0.75% and 0.75% of the Fund’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 the Fund’s average daily net assets attributable to Class B and Class C Shares.

3

 

     Goldman Sachs serves as Distributor of the shares of the Fund pursuant to a Distribution Agreement. Goldman Sachs may retain a portion of the Class A sales load and Class B and Class C contingent deferred sales charges. For the twelve months ended August 31, 2006, Goldman Sachs advised the Fund that it retained approximately $569,000, $300, and $0 for Class A, Class B, and Class C Shares, respectively.
     Goldman Sachs also serves as Transfer Agent of the Fund for a fee. Fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate as follows: 0.19% of the average daily net assets for Class A, B and Class C shares and 0.04% of the average daily net assets for Institutional and Service Shares.
     The Trust, on behalf of the Fund, 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 its 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.
     For the twelve months ended August 31, 2006, GSAM has voluntarily agreed to reimburse certain expenses. In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. Goldman Sachs, as Transfer Agent, voluntarily made a payment to the Fund related to certain earnings credits that reduce transfer agent fees. The Fund’s expense reductions were approximately, $12,000, $42,000, and $7,000 for Management Fee waiver, Transfer Agent Fee Reduction, Custody Fee Reduction, respectively. The Portfolio’s expense reductions were approximately, $166,000, $15,000, $59,000 and $407,000 for Management Fee waiver, Other Expense Reimbursement, Advisory Fee waiver and Registration Fee Reduction, respectively.
     At August 31, 2006, amounts owed to affiliates by the Fund were approximately $677,000, $293,000, and $183,000 for Management, Distribution and Service, and Transfer Agent fees, respectively. In addition, amounts owed to affiliates by The Portfolio were approximately $0, $0, and $0 for Management, Distribution and Service, and Transfer Agent fees, respectively.
6. SECURITIES LENDING
Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs and affiliates. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. The market value of the loaned securities is determined at the close of business of the Fund, at their last sale price or official closing price on the principal exchange or system on which they are traded, and any additional required collateral is delivered to the Fund on the next business day. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the twelve months ended August 31, 2006, is reported parenthetically on the Statement of Operations. For the twelve months ended August 31, 2006, BGA earned $5,370 in fees as securities lending agent. A portion of this amount, $483, represents compensation earned by the Fund from lending its securities to Goldman Sachs. At August 31, 2006, the Fund loaned securities having a market value of $49,911,437 collateralized by cash in the amount of $51,167,925. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

4

 

Pro Forma Combined Statement of Investments for the Goldman Sachs Capital Growth Fund and AXA Enterprise Group of Funds Growth Fund and AXA Enterprise Large Cap Growth Fund
August 31, 2006 (Unaudited)
                                                                                 
Shares   Description    
 
 
    AXA               Pro       GS   AXA               Pro
GS   Enterprise Group   AXA Enterprise           Forma       Capital   Enterprise Group   AXA Enterprise           Forma
Capital   of Funds   Large Cap       Combined       Growth   of Funds   Large Cap       Combined
Growth Fund   Growth Fund   Growth Fund   Adjustments   Fund       Fund   Growth Fund   Growth Fund   Adjustments   Fund
 
 
 
                                   Common Stocks - 99.1%                                        
 
                                   Aerospace & Defense - 1.0%                                        
$              —
   $ —     $ 22,200     $ —     $ 22,200     Boeing Co., Inc.   $ —     $ —     $ 1,662,780     $ —     $ 1,662,780  
456,481
     —               —       456,481     United Technologies Corp.     28,625,924       —       —       —       28,625,924  
                                         
 
                                         28,625,924       —       1,662,780       —       30,288,704  
                                         
 
                                   Airlines - 0.0%                                        
—
     —       33,800       —       33,800     US Airways Group *     —       —       1,428,050       —       1,428,050  
                                         
 
                                   Apparel/Shoes - 0.2%                                        
356,900
     —       —       —       356,900     Chico’s FAS, Inc. *     6,581,236       —       —       —       6,581,236  
                                         
 
                                   Audio & Visual Equipment - 0.7%                                        
264,130
     —       —       —       264,130     Harman International, Inc.     21,426,226       —       —       —       21,426,226  
                                         
 
                                   Beverages - 4.6%                                        
432,450
     —       —       —       432,450     Fortune Brands, Inc.     31,395,870       —       —       —       31,395,870  
696,250
     901,400       —       —       1,597,650     PepsiCo, Inc.     45,451,200       58,843,392       —       —       104,294,592  
                                         
 
                                         76,847,070       58,843,392       —       —       135,690,462  
                                         
 
                                   Biotechnology - 5.2%                                        
631,800
     258,100       24,000       —       913,900     Amgen, Inc. *     42,918,174       17,532,733       1,630,320       —       62,081,227  
223,700
     530,600       —       —       754,300     Genentech, Inc. *     18,459,724       43,785,112       —       —       62,244,836  
983,874
     —       —       —       983,874     Med Immune, Inc. *     27,194,277       —       —       —       27,194,277  
                                         
 
                                         88,572,175       61,317,845       1,630,320       —       151,520,340  
                                         
 
                                   Chemicals - 0.1%                                        
—
     —       47,500       —       47,500     Monsanto Co.     —       —       2,253,400       —       2,253,400  
                                         
 
                                   Commercial Banks - 0.0%                                        
—
     —       42,700       —       42,700     Commerce Bancorp, Inc.     —       —       1,422,337       —       1,422,337  
                                         
 
                                   Commercial Services - 2.2%                                        
416,431
     —       —       —       416,431     Moody’s Corp.     25,477,249       —       —       —       25,477,249  
686,572
     —       —       —       686,572     The McGraw-Hill Companies, Inc.     38,386,240       —       —       —       38,386,240  
                                         
 
                                         63,863,489       —       —       —       63,863,489  
                                         
 
                                   Computer Hardware - 3.2%                                        
—
     373,100       25,300       —       398,400     Apple Computer Co., Inc. *     —       25,314,835       1,716,605       —       27,031,440  
1,591,000
     —       —       —       1,591,000     EMC Corp. *     18,535,150       —       —       —       18,535,150  
—
     1,233,100               —       1,233,100     Hewlet Packard, Inc.     —       45,082,136       —       —       45,082,136  
—
     —       67,200       —       67,200     SanDisk Corp. *     —       —       3,959,424       —       3,959,424  
                                         
 
                                         18,535,150       70,396,971       5,676,029       —       94,608,150  
                                         
 
                                   Computer Services - 3.2%                                        
205,700
     —       —       —       205,700     Check Free Corp. *     7,364,060       —       —       —       7,364,060  
1,132,120
     —       —       —       1,132,120     First Data Corp.     48,647,196       —       —       —       48,647,196  
—
     1,079,000       —       —       1,079,000     Paychex, Inc.     —       38,746,890       —       —       38,746,890  
                                         
 
                                         56,011,256       38,746,890       —       —       94,758,146  
                                         
 
                                   Computer Software - 4.0%                                        
651,080
     —       147,400       —       798,480     Electronic Arts, Inc. *     33,185,548       —       7,512,978       —       40,698,526  
2,750,100
     —       201,100       —       2,951,200     Microsoft Corp.     70,650,069       —       5,166,259       —       75,816,328  
                                         
 
                                         103,835,617       —       12,679,237       —       116,514,854  
                                         
 
                                   Drugs & Medicine - 1.8%                                        
719,937
     —       —       —       719,937     Pfizer, Inc.     19,841,464       —       —       —       19,841,464  
922,300
     —       —       —       922,300     Schering-Plough Corp.     19,322,185       —       —       —       19,322,185  
302,400
     —       —       —       302,400     Wyeth     14,726,880       —       —       —       14,726,880  
                                         
 
                                         53,890,529       —       —       —       53,890,529  
                                         
 
                                   Financials - 4.5%                                        
36,900
     —       —       —       36,900     Chicago Mercantile Exchange Holdings, Inc.     16,236,000       —       —       —       16,236,000  
200,300
     —       —       —       200,300     Franklin Resources, Inc.     19,711,523       —       —       —       19,711,523  
169,800
     —       —       —       169,800     Legg Mason, Inc.     15,495,948       —       —       —       15,495,948  
205,900
     316,400       —       —       522,300     Merrill Lynch, Inc.     15,139,827       23,264,892       —       —       38,404,719  
293,900
     —       —       —       293,900     Morgan Stanley     19,335,681       —       —       —       19,335,681  
1,420,400
     —       —       —       1,420,400     The Charles Schwab Corp.     23,166,724       —       —       —       23,166,724  
                                         
 
                                         109,085,703       23,264,892       —       —       132,350,595  
                                         
 
                                   Foods - 0.2%                                        
133,550
     —       —       —       133,550     The Hershey Co.     7,206,358       —       —       —       7,206,358  
                                         
 
                                   Foods Retail - 2.2%                                        
—
     608,000       —       —       608,000     Costco Wholesale Corp.             28,448,320       —       —       28,448,320  
—
     —       83,000       —       83,000     CVS Corp.     —       —       2,784,650       —       2,784,650  
—
     662,200       —       —       662,200     Wallgreen Co.     —       32,752,412       —       —       32,752,412  
                                         
 
                                         —       61,200,732       2,784,650       —       63,985,382  
                                         
 
                                   Health Care Services - 0.5%                                        
—
     —       47,500       —       47,500     Cardinal Health, inc.     —       —       3,202,450       —       3,202,450  
266,490
     —       —       —       266,490     Omnicare, Inc. (a)     12,074,662       —       —       —       12,074,662  
                                         
 
                                         12,074,662       —       3,202,450       —       15,277,112  
                                         
 
                                   Hotels Restaurants & Leisure - 3.5%                                        
341,610
     —       —       —       341,610     Harrah’s Entertainment, Inc.     21,302,800       —       —       —       21,302,800  
533,320
     —       —       —       533,320     Marriott International, Inc.     20,084,831       —       —       —       20,084,831  
—
     665,300       —       —       665,300     McDonald’s Corp.     —       23,884,270       —       —       23,884,270  
—
     1,144,300       —       —       1,144,300     Starbucks Corp.     —       35,484,743       —       —       35,484,743  
—
     —       46,500       —       46,500     Starwoods Hotels and Resorts     —       —       2,476,590       —       2,476,590  
                                         
 
                                         41,387,631       59,369,013       2,476,590       —       103,233,234  
                                         
 
                                   Household Products - 3.3%                                        
—
     622,900       —       —       622,900     Colgate-Palmolive Co.     —       37,286,794       —       —       37,286,794  
—
     929,644       43,200       —       972,844     Proctor & Gamble Co.     —       57,544,964       2,674,080       —       60,219,044  
                                         
 
                                         —       94,831,758       2,674,080       —       97,505,838  
                                         
 
                                   Housewares - 0.3%                                        
265,200
     —       —       —       265,200     Williams-Sonoma, Inc.     7,812,792       —       —       —       7,812,792  
                                         
 
                                   Industrial Conglomerates - 2.2%                                        
—
     1,280,000       71,600       —       1,351,600     General Electric Co.     —       43,596,800       2,438,696       —       46,035,496  
—
     239,700       —       —       239,700     3M Company, Inc.     —       17,186,490       —       —       17,186,490  
                                         
 
                                         —       60,783,290       2,438,696       —       63,221,986  
                                         
 
                                   Insurance - 1.0%                                        
—
     459,500       —       —       459,500     American International Group     —       29,325,290       —       —       29,325,290  
                                         
 
                                   Internet & Online - 5.0%                                        
—
     —       81,100       —       81,100     Akamai Technologies Co. *     —       —       3,179,120       —       3,179,120  
135,108
     101,200       9,300       —       245,608     Google, Inc. *     51,142,431       38,307,236       3,520,329       —       92,969,996  
1,757,900
     —       —       —       1,757,900     Yahoo!, Inc. *     50,662,678       —       —       —       50,662,678  
                                         
 
                                         101,805,109       38,307,236       6,699,449       —       146,811,794  
                                         
 
                                   Machinery - 0.6%                                        
—
     281,400       —       —       281,400     Caterpillar, Inc.     —       18,670,890       —       —       18,670,890  
                                         
 
                                   Manufacturing - 0.8%                                        
423,800
     —       —       —       423,800     Rockwell Automation, Inc.     23,893,844       —       —       —       23,893,844  
                                         
 
                                   Media - 0.8%                                        
—
     203,800       —       —       203,800     McGraw Hill Companies, Inc.     —       11,394,458       —       —       11,394,458  
—
     124,500       —       —       124,500     Omnicom Group, Inc.     —       10,883,790       —       —       10,883,790  
                                         
 
                                         —       22,278,248       —       —       22,278,248  
                                         
The accompanying notes are an integral part of these pro forma financial statements.

 

                                                                                 
Shares   Description    
 
 
  AXA Enterprise   AXA Enterprise           Pro Forma           AXA Enterprise   AXA Enterprise           Pro Forma
GS Capital   Group of Funds   Large Cap           Combined       GS Capital   Group of Funds   Large Cap           Combined
Growth Fund   Growth Fund   Growth Fund   Adjustments   Fund       Growth Fund   Growth Fund   Growth Fund   Adjustments   Fund
 
 
 
                                   Medical Products - 5.3%                                        
$     132,830
   $ —     $ —     $ —     $ 132,830     Fisher Scientific International, Inc. *   $ 10,391,291     $ —     $ —     $ —     $ 10,391,291  
666,000
     254,200       —       —       920,200     Medtronic, Inc.     31,235,400       11,921,980       —       —       43,157,380  
491,368
     —       87,200       —       578,568     St. Jude Medical, Inc. *     17,890,709       —       3,174,952       —       21,065,661  
340,385
     829,200       —       —       1,169,585     Stryker Corp.     16,348,691       39,826,476       —       —       56,175,167  
353,363
     —       —       —       353,363     Zimmer Holdings, Inc. *     24,028,684       —       —       —       24,028,684  
                                         
 
                                         99,894,775       51,748,456       3,174,952       —       154,818,183  
                                         
 
                                   Medical Supplies - 0.3%                                        
217,176
     —       —       —       217,176     Charles River Laboratories     8,826,033       —       —       —       8,826,033  
                                         
 
                                   Movies & Entertainment - 0.5%                                        
442,965
     —       —       —       442,965     Viacom, Inc. Class B *     16,079,630       —       —       —       16,079,630  
                                         
 
                                   Multiline Retail - 1.0%                                        
—
     375,700       29,200       —       404,900     Kohl’s Corp. *     —       23,485,007       1,825,292       —       25,310,299  
—
     —       17,900       —       17,900     Sear Holding Corp. *     —       —       2,579,569       —       2,579,569  
                                         
 
                                         —       23,485,007       4,404,861       —       27,889,868  
                                         
 
                                   Networking/Telecommunications Equipment - 4.1%                                        
2,116,175
     —       —       —       2,116,175     Cisco System, Inc. *     46,534,688       —       —       —       46,534,688  
—
     —       102,500       —       102,500     Corning Inc. *     —       —       2,279,600       —       2,279,600  
804,300
     —       —       —       804,300     Motorola, Inc     18,804,534       —       —       —       18,804,534  
155,144
     471,300       —       —       626,444     Research In Motion Ltd. *     12,799,380       38,882,250       —       —       51,681,630  
                                         
 
                                         78,138,602       38,882,250       2,279,600       —       119,300,452  
                                         
 
                                   Oil & Gas - 6.2%                                        
708,910
     —       —       —       708,910     Canadian Natural Resources Ltd.     37,281,577       —       —       —       37,281,577  
1,094,800
     —       —       —       1,094,800     Chesapeake Energy Corp. (a)     34,562,836       —       —       —       34,562,836  
—
     880,600       —       —       880,600     Occidental Petroleum, Inc.     —       44,901,794       —       —       44,901,794  
301,100
     —       —       —       301,100     Quicksilver Resources, Inc. * (a)     11,327,382       —       —       —       11,327,382  
667,310
     —       —       —       667,310     Suncor Energy, Inc. (a)     51,769,910       —       —       —       51,769,910  
                                         
 
                                         134,941,705       44,901,794               —       179,843,499  
                                         
 
                                   Oil Well Services & Equipment - 8.4%                                        
645,510
     436,000       —       —       1,081,510     Baker Hughes, Inc.     45,947,402       31,034,480       —       —       76,981,882  
216,100
     —       —       —       216,100     Grant Pride co, Inc. *     8,974,633       —       —       —       8,974,633  
—
     1,508,300       —       —       1,508,300     Halliburton Co.     —       49,200,746       —       —       49,200,746  
683,448
     839,200       —       —       1,522,648     Schlumberger Ltd. (a)     41,895,362       51,442,960       —       —       93,338,322  
392,200
     —       —       —       392,200     Weatherford International Ltd. *     16,864,600       —       —       —       16,864,600  
                                         
 
                                         113,681,997       131,678,186       —       —       245,360,183  
                                         
 
                                   Personal Products - 0.5%                                        
—
     398,700       —       —       398,700     Estee Lauder Companies     —       14,696,082       —       —       14,696,082  
                                         
 
                                   Pharmaceuticals - 1.3%                                        
—
     —       16,700       —       16,700     Allergen Inc.     —       —       1,913,152       —       1,913,152  
—
     664,400       —       —       664,400     Lilly & Co., Inc.     —       37,159,892       —       —       37,159,892  
                                         
 
                                         —       37,159,892       1,913,152       —       39,073,044  
                                         
 
                                   Pharmacy Benefit Manager - 2.8%                                        
411,873
     648,700       —       —       1,060,573     Caremark Rx, Inc.     23,863,922       37,585,678       —       —       61,449,600  
256,100
     —       50,200       —       306,300     Medco Health Solutions, Inc. *     16,229,057       —       3,181,174       —       19,410,231  
                                         
 
                                         40,092,979       37,585,678       3,181,174       —       80,859,831  
                                         
 
                                   Producer Goods - 0.4%                                        
187,770
     —       —       —       187,770     W.W. Grainger, Inc.     12,543,036       —       —       —       12,543,036  
                                         
The accompanying notes are an integral part of these pro forma financial statements.

 

                                                                                 
Shares     Description                              
 
 
GS Capital Growth
Fund		     AXA Enterprise
Group of Funds
Growth Fund		     AXA Large Cap
Enterprise
Growth Fund		     Adjustments     Pro Forma
Combined
Fund		         GS Capital
Growth Fund		     AXA Enterprise
Group of Funds
Growth Fund		     AXA Enterprise
Large Cap
Growth Fund		     Adjustments     Pro Forma
Combined Fund		  
 
 
                                       
Publishing - 0.6%
                                        
$ 346,612     $ —     $ —     $ —     $ 346,612    
Lamar Advertising Co. *
   $ 18,127,808     $ —     $ —     $ —     $ 18,127,808  
                                             
                                       
Retailing - 3.7%
                                        
  1,195,800       —       —       —       1,195,800    
Lowe’s Companies Co. *
     32,358,348       —       —       —       32,358,348  
  721,100       —       —       —       721,100    
Target Corp.
     34,894,029       —       —       —       34,894,029  
  —       —       94,700       —       94,700    
Urban Outfitters, Inc. *
             —       1,485,843       —       1,485,843  
  863,970       —       —       —       863,970    
Wal-Mart Stores, Inc.
     38,636,738       —       —       —       38,636,738  
                                             
                                       
 
     105,889,115       —       1,485,843       —       107,374,958  
                                             
                                       
Road & Rail - 0.0%
                                        
  —       —       17,700       —       17,700    
Union Pacific Corp.
     —       —       1,422,195       —       1,422,195  
                                             
                                       
Semiconductors - 4.1%
                                        
  527,860       —       —       —       527,860    
Intel Corp.
     10,314,384       —       —       —       10,314,384  
  1,133,848       —       —       —       1,133,848    
Linear Technology Corp.
     38,562,171       —       —       —       38,562,171  
  —       —       90,900       —       90,900    
National Semiconductor
     —       —       2,207,961       —       2,207,961  
  983,590       719,400       132,400       —       1,835,390    
QUALCOMM, Inc.
     37,051,835       27,099,798       4,987,508       —       69,139,141  
                                             
                                       
 
     85,928,390       27,099,798       7,195,469       —       120,223,657  
                                             
                                       
Specialty Finance - 5.7%
                                        
  497,030       689,588       70,200       —       1,256,818    
American Express Co.
     26,113,956       36,230,954       3,688,308       —       66,033,218  
  352,743       —       —       —       352,743    
Fannie Mae
     18,571,919       —       —       —       18,571,919  
  1,298,100       —       —       —       1,298,100    
Freddie Mac
     82,559,160       —       —       —       82,559,160  
                                             
                                       
 
     127,245,035       36,230,954       3,688,308       —       167,164,297  
                                             
                                       
Technology Services - 0.4%
                                        
  177,140       —       —       —       177,140    
Cognizant Technology Solutions Corp. *
     12,383,857       —       —       —       12,383,857  
                                             
                                       
Telecommunications - 2.2%
                                        
  1,264,800       —       —       —       1,264,800    
American Tower Corp. *
     45,355,728       —       —       —       45,355,728  
  333,765       —       —       —       333,765    
Crown Castle International Corp. *
     11,468,165       —       —       —       11,468,165  
  224,900       —       —       —       224,900    
NeuStar, Inc. *
     6,346,678       —       —       —       6,346,678  
                                             
                                       
 
     63,170,571       —       —       —       63,170,571  
                                             
                                       
Tobacco
                                        
  —       —       31,400       —       31,400    
Altria Group, Inc.
     —       —       2,622,842       —       2,622,842  
                                             
                                       
(Cost $1,412,295,904, $78,405,137, $985,441,929, $0 and $2,476,142,970 respectively)
   $ 1,738,398,304     $ 1,080,804,543     $ 78,396,464     $ —     $ 2,897,599,311  
                                             
                                       
 
                                        
Principal Amount
   Interest Rate      Maturity Date   Value
 
 
                                       
Time Deposits - 1.1%
                                        
  —       31,435,295       1,341,542       —       32,776,837    
JP Morgan Chase Nassau
     —       31,435,295       1,341,542               32,776,837  
                                             
                                       
TOTAL Time Deposits
(Cost $0, $1,341,542, $31,435,295, $0 and $32,776,837 respectively)
     —       31,435,295       1,341,542       —       32,776,837  
                                             
                                       
Repurchase Agreement (b) - 0.1%
                                        
  2,900,000       —       —       —       2,900,000    
Joint Repurchase Agreement Account II 5.28% 09/01/2006 Maturity Value $2,900,425 (Cost $2,900,000, $0, $0, $0 and $2,900,000 respectively)
     2,900,000       —       —       —       2,900,000  
                                             
                                       
TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL
                                        
                                       
(Cost $1,415,195,904, $79,746,679, $1,016,877,225, $0 and $2,511,811,135 respectively)
     1,741,298,304       1,112,239,838       79,738,006       —       2,933,276,148  
                                             
                                       
 
                                        
Shares/Principal
   Description   Value
 
 
                                       
Securities Lending Collateral - 5.4%
                                        
  —       71,791,736       —       —       71,791,736    
Cantor Fitzgerald Securities Repurchase Agreement
     —       71,791,736       —       —       71,791,736  
  —       —       4,271,093       —       4,271,093    
Bank of America Securities LLC Repurchase Agreement
     —       —       4,271,093       —       4,271,093  
  80,977,750       —       —       —       80,977,750    
Boston Global Investment Trust — Enhanced Portfolio
     80,977,750       —       —       —       80,977,750  
                                       
TOTAL SECURITIES LENDING COLLATERAL (Cost $80,977,750, $4,271,093, $71,791,736 and $161,311,672 respectively)
     80,977,750       71,791,736       4,271,093       —       157,040,579  
                                             
                                       
(Cost $1,496,173,654, $84,000,426 $1,088,668,961, $0 and $2,668,843,041 respectively) - 105.7%
     1,822,276,054       1,184,031,574       84,009,099       —       3,090,316,727  
                                             
                                       
LIABILITIES IN EXCESS OF OTHER ASSETS - 5.7%
     (85,175,523 )     (77,116,561 )     (4,298,284 )     —       (166,590,368 )
                                             
                                       
NET ASSETS - 100.0%
   $ 1,737,100,531     $ 1,106,915,013     $ 79,710,815     $ —     $ 2,923,726,359  
                                             
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 the security is on loan.
(b)   Repurchase agreement was entered into on August 31, 2006.
 
ADR American Depository Receipt
REIT Real Estate Investment Trust
 
The accompanying notes are an integral part of these pro forma financial statements.

 

Pro Forma Combined Statement of Assets and Liabilities
For the Goldman Sachs Capital Growth Fund and AXA Enterprise Group of Funds Growth Fund and AXA Enterprise Large Cap Growth Fund
August 31, 2006 (Unaudited)
                                         
    Goldman Sachs   AXA Enterprise   AXA Enterprise            
    Capital Growth   Large Cap   Group of Funds           Pro Forma
    Fund   Growth Fund   Growth Fund   Adjustments   Combined Fund
 
  
 
 
 
 
Assets:
                                        
Investments in securities, at value (identified cost $1,415,195,904, $78,405,137, $985,441,929, $0, and $2,479,042,970, respectively) — (including $78,901,761, $4,169,205, $0, $0 and $83,070,966 of securities on loan, respectively)
   $ 1,741,298,304     $ 78,396,464     $ 1,080,804,543     $ —     $ 2,900,499,311  
Investments in short term securities, at value (cost $0, 1,341,542, $31,435,295, $0 and $32,828,552, respectively)
     —       1,341,542       31,435,295       —       32,776,837  
Securities Lending collateral, at value (cost $80,977,750, $4,271,093, $71,791,736, $0 and $161,311,672, respectively)
     80,977,750       4,271,093       71,791,736       —       157,040,579  
Cash
     68,764 (a)     —       —       —       68,764  
Receivables:
                                        
Fund shares sold
     1,187,281       7,381       277,405       —       1,472,067  
Dividends and interest, at value
     1,608,019       52,629       1,012,778       —       2,673,426  
Reimbursement from adviser
     59,167       —       —       —       59,167  
Securities lending income
     3,726       —       —       —       3,726  
Other assets
     10,384       54,924       283,940       —       349,248  
 
                                        
Total assets
     1,825,213,395       84,124,033       1,185,605,697       —       3,094,943,125  
 
                                        
 
                                        
Liabilities:
                                        
Payables:
                                        
Investment securities purchased
                     1,080,626       —       1,080,626  
Payable upon return of securities loaned
     80,977,750       4,271,093       71,791,736       —       157,040,579  
Fund shares repurchased
     4,685,996       45,031       1,627,698       —       6,358,725  
Amounts owed to affiliates
     2,058,341       —       —       —       2,058,341  
Bank Overdraft
     —       96,401       2,245,496       —       2,341,897  
Accrued expenses
     390,777       693       1,945,128       —       2,336,598  
 
                                        
Total liabilities
     88,112,864       4,413,218       78,690,684       —       171,216,766  
 
                                        
 
                                        
Net Assets:
                                        
Paid-in capital
     1,649,606,492       196,901,899       1,123,650,472       —       2,970,158,863  
Accumulated undistributed net investment income (loss)
     1,637,581       (466,347 )     (4,270,641 )     —       (3,099,407 )
Accumulated net realized gain (loss) on investments
     (240,245,942 )     (116,716,064 )     (107,827,432 )     —       (464,789,438 )
Net unrealized gain on investments
     326,102,400       (8,673 )     95,362,614       —       421,456,341  
 
                                        
Net Assets
   $ 1,737,100,531     $ 79,710,815     $ 1,106,915,013     $ —     $ 2,923,726,359  
 
                                        
 
                                        
 
Net Assets:
                                        
Class A
   $ 1,289,842,758     $ 29,990,404     $ 709,067,653     $ —     $ 2,028,900,815  
Class B
     96,105,662       36,170,944       220,297,564       —       352,574,170  
Class C
     68,527,926       12,019,011       132,175,945       —       212,722,882  
Institutional/Class Y
     272,294,602       1,530,456       45,373,851       —       319,198,909  
Service/Class P
     10,329,583       —       —       —       10,329,583  
 
Shares Outstanding:
                                        
Class A
     62,543,451       2,811,011       41,199,510       (8,174,183 )(b)   $ 98,379,789  
Class B
     5,051,445       3,458,789       13,712,398       (3,690,852 )(b)     18,531,780  
Class C
     3,608,130       1,150,128       8,112,788       (1,670,768 )(b)     11,200,278  
Institutional/Class Y
     12,820,835       141,903       2,499,079       (432,520 )(b)     15,029,297  
Service/Class P
     506,824       —       —       —       506,824  
 
Total shares outstanding, $0.001 par value (unlimited number of shares authorized)
     84,530,685       7,561,831       65,523,775       (13,968,323 )(b)     143,647,968  
 
Net assets value, offering and redemption price per share:(c)
                                       
Class A
   $ 20.62     $ 10.67       17.21     $ —     $ 20.62  
Class B
     19.03       10.46       16.07       —       19.03  
Class C
     18.99       10.45       16.29       —       18.99  
Institutional/Class Y
     21.24       10.79       18.16       —       21.24  
Service/Class P
     20.38       —       —       —       20.38  
 
(b)   Adjustment to reflect proceeds on investments that do not meet Capital Growth Fund’s investment criteria and are assumed to be sold at 8/31/06.
 
(b)   Adjustment to reflect reduction of shares based on Capital Growth Fund’s NAV.
 
(c)   Maximum public offering price per share for Class A Shares is $21.82, $11.20, $18.07, $0 and $21.82 for the Capital Growth Fund, AXA Enterprise Large Cap Growth Fund and the AXA Enterprise Group of Funds Growth Fund, 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 pro forma financial statements.

 

Pro Forma Combined Statement of Operations
For the Goldman Sachs Capital Growth Fund and AXA Enterprise Group of Funds Growth Fund and AXA Enterprise Large Cap Growth Fund
For year ended August 31, 2006 (Unaudited)
                                         
    Goldman Sachs   AXA Enterprise   AXA Enterprise            
    Capital Growth   Large Cap   Group of Funds           Pro Forma
    Fund   Growth Fund   Growth Fund   Adjustments   Combined Fund
 
  
 
 
 
 
Investment Income:
                                        
Dividends (Net of foreign withholding tax of $52,081, $0, $0, $0 and $52,081, respectively)
   $ 17,706,466     $ 938,300     $ 14,712,594     $ —     $ 33,357,360  
Interest (including securities lending income of $108,912, $30,664, $4,330, $0 and $143,906, respectively)
     519,571       152,898       2,174,215       —       2,846,684  
 
                                        
Total income
     18,226,037       1,091,198       16,886,809       —       36,204,044  
 
Expenses:
                                        
Management fees
     17,686,134       682,113       9,435,220       1,125,013 (a)     28,928,480  
Administrative fees
     —       52,834       712,527       (765,361 )(b)     —  
Distribution and service fees
     5,447,811       722,871       7,968,423       (1,701,710 )(b)     12,437,395  
Transfer agent fees
     3,092,359       418,226       3,562,633       (1,420,478 )(b)     5,652,741  
Custody and accounting fees
     260,626       11,330       (42,719 )     148,358 (b)     377,595  
Printing fees
     94,677       37,503       447,321       (449,414 )(b)     130,087  
Registration fees
     120,003       (12,204 )     102,819       (122,258 )(b)     88,360  
Audit fees
     61,542       37,102       40,134       (61,762 )(b)     77,016  
Legal fees
     17,898       7,778       227,598       (241,115 )(b)     12,159  
Trustee fees
     15,230       19,082       241,129       (260,211 )(b)     15,230  
Service share fees
     51,590       —       —       — (b)     51,590  
Other
     237,962       66,145       564,930       (421,056 )(b)     447,981  
 
                                        
Total expenses
     27,085,831       2,042,780       23,260,015       (4,169,994 )     48,218,633  
Less — expense reductions
     (806,389 )     (321,852 )     (583,200 )     689,323 (c)     (1,022,118 )
 
                                        
Net Expenses
     26,279,442       1,720,928       22,676,815       (3,480,671 )     47,196,515  
 
                                        
Net Investment Income (loss)
     (8,053,405 )     (629,730 )     (5,790,006 )     3,480,671       (10,992,471 )
 
                                        
 
Realized and unrealized gain (loss) on investment and futures transactions:
                                        
Net realized gain (loss) from:
                                        
Investment transactions
     120,202,002       17,790,263       102,992,801       324,014       241,309,080  
Net change in unrealized gain (loss) on:
                                        
Investments
     (58,053,651 )     (5,152,696 )     (52,505,881 )     —       (115,712,228 )
 
                                        
Net realized and unrealized gain on investment and futures transactions
     62,148,351       12,637,567       50,486,920       324,014       125,596,852  
 
                                        
 
Net Increase in Net Assets Resulting from Operations
   $ 54,094,946     $ 12,007,837     $ 44,696,914     $ 3,804,685     $ 114,604,381  
 
                                        
 
(a)   Adjustment to reduce management fee based on Capital Growth Fund rates.
 
(b)   Adjustments to reflect the anticipated adjustment as a result of consolidation of transfer agent, printing, custody and accounting and other services.
 
(c)   Adjustment to reflect increase in expense reduction based on Capital Growth Fund current expense cap and waivers.
The accompanying notes are an integral part of these pro forma financial statements.

 

GOLDMAN SACHS CAPITAL GROWTH FUND
Notes to Pro Forma Financial Statements
For the Twelve Months Ended August 31, 2006 (Unaudited)
1. ORGANIZATION
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 the Goldman Sachs Capital Growth Fund (the “Fund”). The Fund is a diversified portfolio offering five classes of shares — Class A, Class B, Class C, Institutional and Service. Class A shares of the Fund are sold with a front-end sales charge of up to 5.50%. Class B shares of the Fund 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 Fund are sold with a contingent deferred sales charge of 1.00% during the first 12 months. Institutional and Service Class shares of the Fund are not subject to a sales charge.
The Enterprise Group of Funds, Inc. (“EGF” or “Corporation”) is a Maryland corporation and is registered under the Act as an open-end management investment company. EGF currently has 2 active Funds, including the Growth Fund (the “Enterprise Group Portfolio”) which offers four classes of shares—Class A, B, C, and Y.
AXA Enterprise Funds Trust (the “Enterprise Trust”) is registered under the Act as an open-ended management investment company. The Enterprise Trust currently has sixteen active investment portfolios, including the Large Cap Growth Fund Portfolio (the “Portfolio”) which offers four classes of shares—Class A, B, C, and Y.
2. BASIS OF COMBINATION
The unaudited pro forma Statement of Investments, Statement of Assets and Liabilities, and Statement of Operations ( “pro forma statements” ) reflect the accounts of the Fund as if the proposed reorganization occurred as of and for the twelve months ended August 31, 2006. Class A of the Enterprise Group Portfolio and Class A of the Portfolio will be combined with Class A of the Fund, Class B of the Enterprise Group Portfolio and Class B of the Portfolio will be combined with Class B of the Fund, Class C of the Enterprise Group Portfolio and Class C of the Portfolio will be combined with Class C of the Fund and Class Y of the Enterprise Group Portfolio and Class Y of the Portfolio will be combined with Institutional Class of the Fund. These pro forma statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the period shown.
The Fund will be the accounting survivor for financial reporting purposes. The Plan of Reorganization provides for a tax-free acquisition of the Enterprise Group Portfolio and the Portfolio (“the Portfolios”) into the Fund. The acquisition is expected to be completed in April 2007.
3. SHARES OF BENEFICIAL INTEREST
These pro forma statements give effect to the proposed transaction whereby all assets of the Portfolios will be exchanged for shares of the Fund. The Fund will assume the liabilities, if any, of the Portfolios. Immediately thereafter, shares of the Fund will be distributed to the shareholders of the Portfolios. The Portfolios will be subsequently terminated.
The pro forma net asset value per share assumes the issuance of additional shares of the Fund, which would have been issued on August 31, 2006 in connection with the proposed reorganization. The amount of additional shares assumed to be issued under the reorganization was calculated based on the August 31, 2006 net assets of the Fund and the net asset value per share of the Fund. These amounts are summarized as follows:
                                 
    Class A
   Class B
   Class C
   Institutional
Shares Issued
     35,836,338       13,480,335       7,592,148       2,208,462  
Net Assets 08/31/2006
   $ 739,058,057     $ 256,468,508     $ 144,194,956     $ 46,904,307  
Pro Forma Net Asset Value 08/31/2006
   $ 20.62     $ 19.03     $ 18.99     $ 21.24  

 

 

4. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.
A. Investment Valuation — Investments in equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system or for investments in securities traded on a foreign securities exchange for which an independent fair value service is not available are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, such securities and investment companies are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/dealer-supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other than those that are exchange traded) are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed not to reflect market value by the Investment Adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.
B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified-cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted.
     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 Fund 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 Fund of the Trust are allocated to the Fund on a straight-line and/or pro-rata basis depending upon the nature of the expense.
     Class A, Class B and Class C shareholders of the Fund bear all expenses and fees relating to its respective Distribution and Service Plans. Service Shares bear all expenses and fees relating to its Service and Shareholder Administration Plans. Each class of shares separately bears its respective class-specific Transfer Agency fees.
D. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income distributions and capital gains distributions, if any, are declared and paid annually. Net capital losses are carried forward to future years and may be used to the extent allowed by the Code to offset any future capital gains. Utilization of capital loss carryforwards will reduce the requirement of future capital gain distributions.
     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 the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from tax return of capital.
     In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, an 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.
     The Fund had capital loss carryforwards as of its most recent fiscal year ended August 31, 2006. The year and amount of expiration for each capital loss carryforward is indicated below in (000):
                 
    The Enterprise Group    
Capital Loss Carryforward*
   Portfolio and the Portfolio
   Capital Growth Fund
Expiring 2007
   $ 7,070     $ —  
Expiring 2008
     73,521       —  
Expiring 2009
     34,197       —  
Expiring 2010
     30,354       —  
Expiring 2011
     60,741       222,589  
Total
   $ 205,883     $ 222,589  
 
     
*   Expiration occurs on August 31 of the year indicated. As a consequence of the reorganization, utilization of these losses may be limited under the Internal Revenue Code.

2

 

E. Futures Contracts — The Funds may enter into futures transactions to hedge against changes in interest rates, securities prices, currency exchange rates or to seek to increase total return. Futures contracts are valued at the last settlement price, or in the absence of a sale, the last bid price, at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Funds are required to segregate cash or securities equal to the minimum ‘‘initial margin’’ requirement of the associated futures exchange. Subsequent payments for futures contracts (‘‘variation margin’’) are paid or received by the Funds, dependant on the fluctuations in the value of the contracts, and are recorded for financial reporting purposes as unrealized gains or losses. When contracts are closed, the Funds realize a gain or loss which is reported in the Statement of Operations.
     The use of futures contracts involve, to varying degrees, elements of market risk which may exceed the amounts recognized in the Statement of Assets and Liabilities. Changes in the value of a futures contract may not directly correlate with changes in the value of the underlying securities. The risk may decrease the effectiveness of the Funds’ strategies and potentially result in a loss.
F. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to exceed the value of the repurchase agreement, including accrued interest. If the seller defaults or becomes insolvent, realization of the collateral by the Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.
     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, may transfer uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.
G. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate or physically move liquid assets, on the books of its custodian or to respective counterparties, with a current value equal to or greater than the market value of the corresponding transactions.
H. Commission Recapture — The Fund may direct portfolio trades, subject to obtaining best execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to the Fund as cash payments and are included in the net realized gain (loss) on investments in the Statements of Operations.
5. AGREEMENTS
GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees. As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, equally to an annual percentage rate of the Fund’s average daily net assets.
     GSAM currently receives a Management Fee on a contractual basis at the following rates:
         
Average Daily Net Assets
  
 Annual Rate
 
First $1 Billion
     1.00 %
Next $1 Billion
     0.90 %
Over $2 Billion
     0.80 %
 
     GSAM has voluntarily agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Distribution and Service fees, Transfer Agency fees and expenses, Service Shares fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.004% of the average daily net assets of the Fund. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any.

3

 

     The Trust, on behalf of the 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, to 0.25%, 0.75% and 0.75% of the Fund’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 the Fund’s average daily net assets attributable to Class B and Class C Shares.
     Goldman Sachs serves as Distributor of the shares of the Fund pursuant to a Distribution Agreement. Goldman Sachs may retain a portion of the Class A sales load and Class B and Class C contingent deferred sales charges. For the twelve months ended August 31, 2006, Goldman Sachs advised the Fund that it retained approximately $180,700, $1000, and $100 for Class A, Class B, and Class C Shares, respectively.
     Goldman Sachs also serves as Transfer Agent of the Fund for a fee. Fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate as follows: 0.19% of the average daily net assets for Class A, B and Class C shares and 0.04% of the average daily net assets for Institutional and Service Shares.
     The Trust, on behalf of the Fund, 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 its 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.
     For the twelve months ended August 31, 2006, GSAM has voluntarily agreed to reimburse certain expenses. In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. Goldman Sachs, as Transfer Agent, voluntarily made a payment to the Fund related to certain earnings credits that reduce transfer agent fees. The Fund’s expense reductions were approximately, $0, $734,000, $3,000, and $69,000 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction and Transfer Agent Fee, respectively. The Enterprise Group Portfolio’s expense reductions were approximately, $408,000, $175,000, and $0 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively. The Portfolio’s expense reductions were approximately, $173,000, $149,000, and $0 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively.
     At August 31, 2006, amounts owed to affiliates by the Fund were approximately $1,404,000, $411,000, and $243,000 for Management, Distribution and Service, and Transfer Agent fees, respectively. Amounts owed to affiliates by the Portfolios were approximately $0.
6. SECURITIES LENDING
Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs and affiliates. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. The market value of the loaned securities is determined at the close of business of the Fund, at their last sale price or official closing price on the principal exchange or system on which they are traded, and any additional required collateral is delivered to the Fund on the next business day. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the twelve months ended August 31, 2006, is reported parenthetically on the Statement of Operations. For the twelve months ended August 31, 2006, BGA earned $18,394 in fees as securities lending agent. A portion of this amount, $4,166, represents compensation earned by the Fund from lending its securities to Goldman Sachs. At August 31, 2006, the Fund loaned securities having a market value of $78,901,761 collateralized by cash in the amount of $80,977,750. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

4

 

Pro Forma Combined Statement of Investments for the Goldman Sachs Government Income Fund and the AXA Enterprise Government Securities Fund
October 31, 2006 (Unaudited)
                                                                                                 
                                            Interest                            
        Principal Amount                   Description           Rate   Maturity Date           Value            
 
 
        AXA Enterprise                                                       AXA Enterprise            
GS Government   Government           Combined                               GS Government   Government           Combined
Income Fund   Securities Fund   adjustment   Proforma                               Income Fund   Securities Fund   adjustment   Proforma
 
 
                               
Mortgage-Backed Obligations - 68.6%
                                                        
                               
Adjustable Rate FHLMC (a) - 1.8%
                                                        
$ —     $ 1,445,474     $ —     $ 1,445,474    
FHLMC
             4.863     Nov 1 2032   $ —     $ 1,453,587     $ —     $ 1,453,587  
  8,229,530       —       —       8,229,530    
FHLMC
             3.496     Sep 1 2033     7,908,438       —       —       7,908,438  
  5,702,418       —       —       5,702,418    
FHLMC
             4.583     Aug 1 2035     5,574,518       —       —       5,574,518  
                                                             
                               
 
                             13,482,956       1,453,587               14,936,543  
                                                             
                               
Adjustable Rate FNMA (a) - 6.4%
                                                        
  —       826,277       —       826,277    
FNMA
             5.734     Jun 1 2032     —       838,896       —       838,896  
  —       1,785,890       —       1,785,890    
FNMA
             4.686     Nov 1 2032     —       1,775,173       —       1,775,173  
  —       1,995,199       —       1,995,199    
FNMA
             4.821     Dec 1 2032     —       1,987,323       —       1,987,323  
  —       7,309,543       —       7,309,543    
FNMA
             4.186     May 1 2033     —       7,034,532       —       7,034,532  
  —       7,678,427       —       7,678,427    
FNMA
             4.105     Oct 1 2033     —       7,473,143       —       7,473,143  
  —       7,213,651       —       7,213,651    
FNMA
             4.855     Sep 1 2035     —       7,153,287       —       7,153,287  
  17,160,167       —       —       17,160,167    
FNMA
             5.370     Nov 25 2028     17,171,291       —       —       17,171,291  
  242,634       —       —       242,634    
FNMA
             4.486     Mar 1 2033     243,873       —       —       243,873  
  4,283,408       —       —       4,283,408    
FNMA
             3.851     Oct 1 2033     4,249,605       —       —       4,249,605  
  6,476,914       —       —       6,476,914    
FNMA
             4.330     Jan 1 2035     6,308,326       —       —       6,308,326  
                                                             
                               
 
                             27,973,095       26,262,354       —       54,235,449  
                                                             
                               
Adjustable Rate GNMA (a) - 1.8%
                                                        
  —       752,533       —       752,533    
GNMA
             5.000     Mar 20 2032     —       752,687       —       752,687  
  251,798       —       —       251,798    
GNMA
             5.375     Jun 20 2023     253,107       —       —       253,107  
  121,495       —       —       121,495    
GNMA
             4.750     Jul 20 2023     122,392       —       —       122,392  
  125,254       —       —       125,254    
GNMA
             4.750     Aug 20 2023     126,182       —       —       126,182  
  317,859       —       —       317,859    
GNMA
             4.750     Sep 20 2023     320,213       —       —       320,213  
  93,097       —       —       93,097    
GNMA
             5.375     Mar 20 2024     93,648       —       —       93,648  
  860,732       —       —       860,732    
GNMA
             5.375     Apr 20 2024     864,721       —       —       864,721  
  112,847       —       —       112,847    
GNMA
             5.375     May 20 2024     113,426       —       —       113,426  
  855,164       —       —       855,164    
GNMA
             5.375     Jun 20 2024     860,650       —       —       860,650  
  459,159       —       —       459,159    
GNMA
             4.750     Jul 20 2024     463,471       —       —       463,471  
  657,685       —       —       657,685    
GNMA
             4.750     Aug 20 2024     664,293       —       —       664,293  
  219,949       —       —       219,949    
GNMA
             4.750     Sep 20 2024     222,025       —       —       222,025  
  240,159       —       —       240,159    
GNMA
             5.125     Nov 20 2024     242,364       —       —       242,364  
  210,139       —       —       210,139    
GNMA
             5.125     Dec 20 2024     211,998       —       —       211,998  
  175,871       —       —       175,871    
GNMA
             5.375     Jan 20 2025     177,328       —       —       177,328  
  92,347       —       —       92,347    
GNMA
             5.375     Feb 20 2025     93,117       —       —       93,117  
  307,073       —       —       307,073    
GNMA
             5.375     May 20 2025     309,404       —       —       309,404  
  197,888       —       —       197,888    
GNMA
             4.750     Jul 20 2025     200,051       —       —       200,051  
  136,715       —       —       136,715    
GNMA
             5.375     Feb 20 2026     137,604       —       —       137,604  
  5,755       —       —       5,755    
GNMA
             4.750     Jul 20 2026     5,810       —       —       5,810  
  360,737       —       —       360,737    
GNMA
             5.375     Jan 20 2027     363,818       —       —       363,818  
  126,373       —       —       126,373    
GNMA
             5.375     Feb 20 2027     127,222       —       —       127,222  
  1,039,761       —       —       1,039,761    
GNMA
             5.375     Apr 20 2027     1,046,180       —       —       1,046,180  
  114,205       —       —       114,205    
GNMA
             5.375     May 20 2027     114,806       —       —       114,806  
  131,934       —       —       131,934    
GNMA
             5.375     Jun 20 2027     132,618       —       —       132,618  
  35,583       —       —       35,583    
GNMA
             5.125     Nov 20 2027     35,839       —       —       35,839  
  153,783       —       —       153,783    
GNMA
             5.125     Dec 20 2027     154,883       —       —       154,883  
  309,731       —       —       309,731    
GNMA
             5.375     Jan 20 2028     311,976       —       —       311,976  
  116,123       —       —       116,123    
GNMA
             5.250     Feb 20 2028     116,400       —       —       116,400  
  116,048       —       —       116,048    
GNMA
             5.375     Mar 20 2028     116,850       —       —       116,850  
  853,776       —       —       853,776    
GNMA
             4.500     Jul 20 2029     855,645       —       —       855,645  
  318,126       —       —       318,126    
GNMA
             4.500     Aug 20 2029     318,824       —       —       318,824  
  137,355       —       —       137,355    
GNMA
             4.500     Sep 20 2029     137,710       —       —       137,710  
  373,869       —       —       373,869    
GNMA
             5.125     Oct 20 2029     377,169       —       —       377,169  
  467,053       —       —       467,053    
GNMA
             5.125     Nov 20 2029     471,355       —       —       471,355  
  128,195       —       —       128,195    
GNMA
             5.125     Dec 20 2029     129,337       —       —       129,337  
  178,577       —       —       178,577    
GNMA
             5.250     Jan 20 2030     179,241       —       —       179,241  
  89,016       —       —       89,016    
GNMA
             5.250     Feb 20 2030     89,346       —       —       89,346  
  317,139       —       —       317,139    
GNMA
             5.250     Mar 20 2030     318,299       —       —       318,299  
  578,142       —       —       578,142    
GNMA
             5.375     Apr 20 2030     582,543       —       —       582,543  
  1,473,227       —       —       1,473,227    
GNMA
             5.375     May 20 2030     1,485,152       —       —       1,485,152  
  131,968       —       —       131,968    
GNMA
             5.375     Jun 20 2030     132,803       —       —       132,803  
  1,102,617       —       —       1,102,617    
GNMA
             4.500     Jul 20 2030     1,108,990       —       —       1,108,990  
  149,600       —       —       149,600    
GNMA
             4.500     Sep 20 2030     150,478       —       —       150,478  
  328,440       —       —       328,440    
GNMA
             4.875     Oct 20 2030     328,896       —       —       328,896  
                                                             
                               
 
                             14,668,184       752,687       —       15,420,871  
                                                             
                               
Adjustable Rate Non-Agency (a) - 5.5%
                                                        
  116,362       —       —       116,362    
Bear Stearns Adjustable Rate Mortgage Trust Series 2003-5, Class 1A1
             5.979     Aug 25 2033     117,928       —       —       117,928  
  4,881,808       —       —       4,881,808    
Countrywide Alternative Loan Trust Series 2005-59, Class 1A1
             5.660     Nov 20 2035     4,897,938       —       —       4,897,938  
  148,854       —       —       148,854    
Countrywide Home Loans Series 2003-37, Class 1A1
             5.875     Aug 25 2033     148,610       —       —       148,610  
  6,500,000       —       —       6,500,000    
Countrywide Securities Corp. Series 2006-OA19, Class A1
             5.525     Dec 25 2046     6,500,000       —       —       6,500,000  
  505,224       —       —       505,224    
CS First Boston Mortgage Securities Corp. Series 2003-AR9, Class 2A2
             5.100     Mar 25 2033     502,917       —       —       502,917  
  1,547,678       —       —       1,547,678    
Harbor view Mortgage Loan Trust Series 2005-10, Class 2A1A
             5.630     Nov 19 2035     1,552,407       —       —       1,552,407  
  1,860,976       —       —       1,860,976    
Harbor view Mortgage Loan Trust Series 2005-16, Class 2A1A
             5.560     Jan 19 2036     1,866,055       —       —       1,866,055  
  1,299,583       —       —       1,299,583    
Impac CMB Trust Series 2004-8, Class 1A
             5.680     Oct 25 2034     1,307,083       —       —       1,307,083  
  457,573       —       —       457,573    
Master Adjustable Rate Mortgages Trust Series 2004-9, Class 2A1
             5.700     Nov 25 2034     459,938       —       —       459,938  
  3,115,908       —       —       3,115,908    
MLCC Mortgage Investors, Inc. Series 2004-E, Class A2B
             5.780     Nov 25 2029     3,117,854       —       —       3,117,854  
  1,975,951       —       —       1,975,951    
Sequoia Mortgage Trust Series 2004-09, Class A2
             5.799     Oct 20 2034     1,981,681       —       —       1,981,681  
  240,556       —       —       240,556    
Structured Adjustable Rate Mortgage Loan Series 2004-1, Class 3A3
             4.655     Feb 25 2034     244,594       —       —       244,594  
  2,189,423       —       —       2,189,423    
Structured Adjustable Rate Mortgage Loan Series 2004-5, Class 1A
             4.456     May 25 2034     2,189,461       —       —       2,189,461  
  1,182,147       —       —       1,182,147    
Structured Asset Securities Corp. Series 2003-24A, Class 1A3
             5.000     Jul 25 2033     1,185,824       —       —       1,185,824  
  1,832,474       —       —       1,832,474    
Structured Asset Securities Corp. Series 2003-34A, Class 3A3
             4.700     Nov 25 2033     1,825,952       —       —       1,825,952  
  4,454,170       —       —       4,454,170    
Washington Mutual Series 2005-AR11, Class A1A
             5.640     Aug 25 2045     4,467,390       —       —       4,467,390  
  4,370,814       —       —       4,370,814    
Washington Mutual Series 2006-AR13, Class 1A
             5.544     Oct 25 2046     4,369,278       —       —       4,369,278  
  5,923,106       —       —       5,923,106    
Wells Fargo Mortgage Backed Securities Trust Series 2005-AR16, Class 1A1
             4.977     Oct 25 2035     5,929,933       —       —       5,929,933  
  3,809,179       —       —       3,809,179    
Wells Fargo Mortgage Backed Securities Trust Series 2006-AR10, Class 5A3
             5.606     Jul 25 2036     3,800,145       —       —       3,800,145  
                                                             
                               
 
                             46,464,988       —       —       46,464,988  
                                                             
                               
CMBS - 3.4%
                                                        
                               
Interest Only (a) (b) - 0.4%
                                                        
  19,672,041       —       —       19,672,041    
Bear Stearns Commercial Mortgage Securities, Inc. Series 2003-T10, Class X2 (c)
             1.246     Mar 13 2040     781,094       —       —       781,094  
  12,736,999       —       —       12,736,999    
CS First Boston Mortgage Securities Corp. Series 2003-C3, Class ASP (c)
             1.765     May 15 2038     564,906       —       —       564,906  
  21,988,469       —       —       21,988,469    
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2004-C1, Class X2 (c)
             0.993     Jan 15 2038     680,616       —       —       680,616  
  23,010,567       —       —       23,010,567    
Prudential Commercial Mortgage Trust Series 2003-PWR1, Class X2 (c)
             1.481     Feb 11 2036     1,057,055       —       —       1,057,055  
                                                             
                               
 
                             3,083,671       —       —       3,083,671  
                                                             
                               
Sequential Fixed Rate - 3.0%
                                                        
  561,654       —       —       561,654    
CS First Boston Mortgage Securities Corp. Series 1997-C2, Class A3
             6.550     Jan 17 2035     566,773       —       —       566,773  
  9,500,000       —       —       9,500,000    
First Union National Bank Commercial Mortgage Trust Series 2000-C2, Class A2
             7.202     Oct 15 2032     10,104,993       —       —       10,104,993  
  8,000,000       —       —       8,000,000    
GMAC Commercial Mortgage Securities, Inc. Series 2002-C1, Class A2
             6.278     Nov 15 2039     8,356,382       —       —       8,356,382  
                                                             
                               
 
                             19,028,148       —       —       19,028,148  
                                                             
                               
Total CMBS
                             22,111,819       —       —       22,111,819  
                                                             
                               
CMOs - 6.7%
                                                        
                               
Agency CMO - 0.7%
                                                        
  —       6,091,624       —       6,091,624    
Government National Mortgage Association
             6.000       Jun 16 2032       —       6,156,146       —       6,156,146  
                                                             
                               
Interest Only(b) - 0.1%
                                                        
  961,853       —       —       961,853    
Countrywide Home Loan Trust Series 2003-42, Class 2X1 (a)
             0.368     Oct 25 2033     4,701       —       —       4,701  
  155,952       —       —       155,952    
CS First Boston Mortgage Securities Corp. Series 2003-11, Class 1A2
             5.500     Jun 25 2033     9,912       —       —       9,912  
  293,502       —       —       293,502    
CS First Boston Mortgage Securities Corp. Series 2003-AR18, Class 2X (a)
             0.782     Jul 25 2033     1,931       —       —       1,931  
  331,681       —       —       331,681    
CS First Boston Mortgage Securities Corp. Series 2003-AR20, Class 2X (a)
             0.605     Aug 25 2033     2,120       —       —       2,120  
  29,444       —       —       29,444    
FNMA Series 151, Class 2
             9.500     Jul 25 2022     7,876       —       —       7,876  
  3,805,708       —       —       3,805,708    
FNMA Series 2004-47, Class EI (a) (d)
             0.000     Jun 25 2034     153,774       —       —       153,774  
  1,675,304       —       —       1,675,304    
FNMA Series 2004-62, Class DI (a) (d)
             0.000     Jul 25 2033     68,578       —       —       68,578  
  2,828,514       —       —       2,828,514    
FNMA Series 2004-71, Class DI (a) (d)
             0.000     Apr 25 2034     73,841       —       —       73,841  
  105,047       —       —       105,047    
Master Adjustable Rate Mortgages Trust Series 2003-2, Class 3AX (a)
             0.679     Aug 25 2033     890       —       —       890  
  37,305       —       —       37,305    
Master Adjustable Rate Mortgages Trust Series 2003-2, Class 4AX (a)
             1.158     Jul 25 2033     660       —       —       660  
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                                         
                                            Interest                            
        Principal Amount                   Description           Rate   Maturity Date           Value            
 
 
        AXA Enterprise                                                       AXA Enterprise            
GS Government   Government           Combined                               GS Government   Government           Combined
Income Fund   Securities Fund   adjustment   Proforma                               Income Fund   Securities Fund   adjustment   Proforma
 
 
$ 2,406,096     $ —     $ —     $ 2,406,096    
Washington Mutual Series 2003-AR04, Class X1 (a)
             1.181     Jan 25 2008   $ 26,923     $ —     $ —     $ 26,923  
  1,361,986       —       —       1,361,986    
Washington Mutual Series 2003-AR07, Class X (a)
             0.940     Jun 25 2008     14,424       —       —       14,424  
  5,991,240       —       —       5,991,240    
Washington Mutual Series 2003-AR12, Class X (a)
             0.488     Feb 25 2034     41,955       —       —       41,955  
                                                             
                               
 
                             407,585       —       —       407,585  
                                                             
                               
Inverse Floaters - 0.1%
                                                        
  284,527       —       —       284,527    
FHLMC Series 1760, Class ZB
             4.110     May 15 2024     276,506       —       —       276,506  
  98,564       —       —       98,564    
GNMA Series 2001-48, Class SA
             9.198     Oct 16 2031     111,828       —       —       111,828  
  78,557       —       —       78,557    
GNMA Series 2001-51, Class SA
             9.447     Oct 16 2031     90,571       —       —       90,571  
  98,581       —       —       98,581    
GNMA Series 2001-51, Class SB
             9.198     Oct 16 2031     111,124       —       —       111,124  
  84,624       —       —       84,624    
GNMA Series 2001-59, Class SA
             9.035     Nov 16 2024     96,033       —       —       96,033  
  336,391       —       —       336,391    
GNMA Series 2002-13, Class SB
             12.740     Feb 16 2032     420,300       —       —       420,300  
                                                             
                               
 
                             1,106,362       —       —       1,106,362  
                                                             
                               
PAC - 0.2%
                                                        
  2,000,000       —       —       2,000,000    
FHLMC Series 2590, Class NV
             5.000     Mar 15 2018     1,973,820       —       —       1,973,820  
                                                             
                               
Principal Only - 0.9%
                                                        
  4,778,298       —       —       4,778,298    
FHLMC Series 235, Class PO
             0.000     Feb 1 2036     3,544,864       —       —       3,544,864  
  24,871       —       —       24,871    
FNMA REMIC Trust Series G-35, Class N
             0.000     Oct 25 2021     20,136       —       —       20,136  
  5,144,881       —       —       5,144,881    
FNMA Series 363, Class 1
             0.000     Nov 1 2035     3,854,501       —       —       3,854,501  
                                                             
                               
 
                             7,419,501       —       —       7,419,501  
                                                             
                               
Sequential Fixed Rate - 4.7%
                                                        
  10,000,000       —       —       10,000,000    
Banc of America Commercial Mortgage, Inc. Series 2005-6, Class A4
             5.182     Sep 10 2047     9,967,196       —       —       9,967,196  
  5,512,564       —       —       5,512,564    
FHLMC Series 2329, Class ZA
             6.500     Jun 15 2031     5,684,368       —       —       5,684,368  
  10,000,000       —       —       10,000,000    
Citigroup/Deutsche Bank Commercial Mortgage Trust (a)
             5.226     Jul 15 2044     10,007,509       —       —       10,007,509  
  34,802       —       —       34,802    
FNMA REMIC Trust Series 1993-78, Class H
             6.500     Jun 25 2008     34,905       —       —       34,905  
  3,241,601       —       —       3,241,601    
FNMA REMIC Trust Series 1994-42, Class ZQ
             7.000     Apr 25 2024     3,359,960       —       —       3,359,960  
  801,083       —       —       801,083    
FNMA Series 2001-53, Class GH
             8.000     Sep 25 2016     845,327       —       —       845,327  
                                                             
                               
 
                             29,899,265       —       —       29,899,265  
                                                             
                               
Total CMOs
                             40,806,533       —       —       40,806,533  
                                                             
                               
FHLMC - 15.4%
                                                        
  —       61,064       —       61,064    
FHLMC
             7.000     Sep 1 2017     —       63,459       —       63,459  
  —       44,237       —       44,237    
FHLMC
             7.000     Oct 1 2017     —       45,971       —       45,971  
  —       58,489       —       58,489    
FHLMC
             10.000     Oct 1 2018     —       63,992       —       63,992  
  —       110,502       —       110,502    
FHLMC
             10.000     Jul 1 2020     —       121,039       —       121,039  
  —       100,962       —       100,962    
FHLMC
             10.000     Oct 1 2020     —       111,250       —       111,250  
  —       435,970       —       435,970    
FHLMC
             6.500     Jul 1 2021     —       448,711       —       448,711  
  —       222,629       —       222,629    
FHLMC
             9.000     Oct 1 2022     —       240,539       —       240,539  
  —       2,994,394       —       2,994,394    
FHLMC
             6.000     Oct 1 2034     —       3,018,760       —       3,018,760  
  —       4,789,115       —       4,789,115    
FHLMC
             4.500     Oct 1 2035     —       4,495,095       —       4,495,095  
  —       5,597,577       —       5,597,577    
FHLMC
             5.500     Nov 1 2035     —       5,539,373       —       5,539,373  
  —       28,945,938       —       28,945,938    
FHLMC
             5.500     Mar 1 2036     —       28,644,957       —       28,644,957  
  —       4,974,393       —       4,974,393    
FHLMC
             5.500     May 1 2036     —       4,920,326       —       4,920,326  
  1,967,808       —       —       1,967,808    
FHLMC
             5.500     Dec 1 2008     1,963,960       —       —       1,963,960  
  156,164       —       —       156,164    
FHLMC
             7.000     Jun 1 2009     157,929       —       —       157,929  
  1,335,342       —       —       1,335,342    
FHLMC
             6.500     Dec 1 2013     1,362,409       —       —       1,362,409  
  35,195       —       —       35,195    
FHLMC
             6.500     Feb 1 2014     35,908       —       —       35,908  
  5,032,578       —       —       5,032,578    
FHLMC
             7.500     Nov 1 2014     5,247,888       —       —       5,247,888  
  22,294       —       —       22,294    
FHLMC
             7.000     Feb 1 2015     22,881       —       —       22,881  
  2,362,233       —       —       2,362,233    
FHLMC
             5.500     Jul 1 2015     2,372,355       —       —       2,372,355  
  232,488       —       —       232,488    
FHLMC
             8.000     Jul 1 2015     244,985       —       —       244,985  
  35,246       —       —       35,246    
FHLMC
             7.000     Jan 1 2016     36,153       —       —       36,153  
  88,269       —       —       88,269    
FHLMC
             7.000     Feb 1 2016     90,540       —       —       90,540  
  672,913       —       —       672,913    
FHLMC
             4.500     May 1 2018     651,540       —       —       651,540  
  574,287       —       —       574,287    
FHLMC
             5.500     May 1 2018     575,892       —       —       575,892  
  158,999       —       —       158,999    
FHLMC
             4.500     Jun 1 2018     153,960       —       —       153,960  
  3,099,820       —       —       3,099,820    
FHLMC
             5.500     Jun 1 2018     3,108,487       —       —       3,108,487  
  647,166       —       —       647,166    
FHLMC
             4.500     Sep 1 2018     626,655       —       —       626,655  
  470,504       —       —       470,504    
FHLMC
             4.500     Oct 1 2018     455,582       —       —       455,582  
  484,979       —       —       484,979    
FHLMC
             4.500     Nov 1 2018     469,593       —       —       469,593  
  12,187,542       —       —       12,187,542    
FHLMC
             4.500     Dec 1 2018     11,801,285       —       —       11,801,285  
  2,475,156       —       —       2,475,156    
FHLMC
             5.000     Dec 1 2018     2,442,130       —       —       2,442,130  
  176,528       —       —       176,528    
FHLMC
             4.500     Jan 1 2019     170,933       —       —       170,933  
  350,732       —       —       350,732    
FHLMC
             4.500     Mar 1 2019     339,580       —       —       339,580  
  14,342,903       —       —       14,342,903    
FHLMC
             4.000     Jun 1 2019     13,582,048       —       —       13,582,048  
  8,796,067       —       —       8,796,067    
FHLMC
             4.500     Jun 1 2019     8,517,296       —       —       8,517,296  
  707,572       —       —       707,572    
FHLMC
             5.000     Jun 1 2019     697,355       —       —       697,355  
  7,097,215       —       —       7,097,215    
FHLMC
             5.000     Nov 1 2019     7,002,511       —       —       7,002,511  
  974,329       —       —       974,329    
FHLMC
             4.500     Feb 1 2020     943,450       —       —       943,450  
  30,769       —       —       30,769    
FHLMC
             6.500     Aug 1 2022     31,437       —       —       31,437  
  1,836,691       —       —       1,836,691    
FHLMC
             4.500     Oct 1 2023     1,754,526       —       —       1,754,526  
  7,134,567       —       —       7,134,567    
FHLMC
             5.500     Nov 1 2023     7,125,840       —       —       7,125,840  
  22,961       —       —       22,961    
FHLMC
             7.500     Mar 1 2027     23,762       —       —       23,762  
  1,188,731       —       —       1,188,731    
FHLMC
             6.500     Jul 1 2028     1,211,671       —       —       1,211,671  
  6,405,077       —       —       6,405,077    
FHLMC
             6.500     Dec 1 2029     6,573,738       —       —       6,573,738  
  19,358       —       —       19,358    
FHLMC
             8.000     Jul 1 2030     20,247       —       —       20,247  
  58,551       —       —       58,551    
FHLMC
             7.500     Dec 1 2030     60,591       —       —       60,591  
  6,163       —       —       6,163    
FHLMC
             7.500     Jan 1 2031     6,377       —       —       6,377  
  491,003       —       —       491,003    
FHLMC
             7.000     Apr 1 2031     508,536       —       —       508,536  
  295,530       —       —       295,530    
FHLMC
             6.500     Jul 1 2031     303,312       —       —       303,312  
  1,985,869       —       —       1,985,869    
FHLMC
             6.000     May 1 2033     2,003,965       —       —       2,003,965  
                                                             
                               
 
                             82,697,307       47,713,472       —       130,410,779  
                                                             
                               
FNMA - 20.7%
                                                        
  —       109,573       —       109,573    
FNMA
             5.500     Jan 1 2009     —       109,473       —       109,473  
  —       5,826       —       5,826    
FNMA
             6.500     Feb 1 2009     —       5,842       —       5,842  
  —       191,297       —       191,297    
FNMA
             5.500     Jun 1 2009     —       190,932       —       190,932  
  —       110,947       —       110,947    
FNMA
             7.000     Mar 1 2014     —       115,147       —       115,147  
  —       723,924       —       723,924    
FNMA
             8.000     Nov 1 2016     —       766,514       —       766,514  
  —       571,404       —       571,404    
FNMA
             6.500     Aug 1 2019     —       588,744       —       588,744  
  —       47,715       —       47,715    
FNMA
             9.500     Aug 1 2020     —       52,221       —       52,221  
  —       120,752       —       120,752    
FNMA
             9.500     Oct 1 2020     —       132,156       —       132,156  
  —       4,052,297       —       4,052,297    
FNMA
             5.500     Feb 1 2023     —       4,043,645       —       4,043,645  
  —       5,269,749       —       5,269,749    
FNMA
             5.500     Aug 1 2023     —       5,258,498       —       5,258,498  
  —       1,306,276       —       1,306,276    
FNMA
             6.000     Nov 1 2028     —       1,321,748       —       1,321,748  
  —       79,152       —       79,152    
FNMA
             7.000     Nov 1 2030     —       81,784       —       81,784  
  —       6,087,197       —       6,087,197    
FNMA
             5.500     Jul 1 2033     —       5,991,094       —       5,991,094  
  —       5,360,360       —       5,360,360    
FNMA
             4.500     Sep 1 2033     —       5,046,262       —       5,046,262  
  —       9,281,283       —       9,281,283    
FNMA
             5.000     Jun 1 2035     —       8,963,850       —       8,963,850  
  —       8,033,712       —       8,033,712    
FNMA
             5.000     Jul 1 2035     —       7,758,948       —       7,758,948  
  —       925,902       —       925,902    
FNMA
             5.000     Aug 1 2035     —       894,235       —       894,235  
  —       4,695,359       —       4,695,359    
FNMA
             5.500     Oct 1 2036     —       4,640,794       —       4,640,794  
  5,005,721       —       —       5,005,721    
FNMA
             6.255     Dec 1 2008     5,065,818       —       —       5,065,818  
  775,740       —       —       775,740    
FNMA
             5.500     May 1 2009     762,265       —       —       762,265  
  593,730       —       —       593,730    
FNMA
             4.500     Mar 1 2013     581,899       —       —       581,899  
  266,076       —       —       266,076    
FNMA
             4.500     May 1 2013     260,668       —       —       260,668  
  347,085       —       —       347,085    
FNMA
             4.000     Jun 1 2013     335,812       —       —       335,812  
  557,518       —       —       557,518    
FNMA
             4.500     Jun 1 2013     546,071       —       —       546,071  
  463,946       —       —       463,946    
FNMA
             4.000     Jul 1 2013     448,762       —       —       448,762  
  578,823       —       —       578,823    
FNMA
             4.500     Jul 1 2013     566,814       —       —       566,814  
  641,395       —       —       641,395    
FNMA
             4.000     Aug 1 2013     620,426       —       —       620,426  
  273,230       —       —       273,230    
FNMA
             4.500     Aug 1 2013     267,505       —       —       267,505  
  943,590       —       —       943,590    
FNMA
             4.000     Sep 1 2013     912,525       —       —       912,525  
  1,140,067       —       —       1,140,067    
FNMA
             4.500     Sep 1 2013     1,115,970       —       —       1,115,970  
  1,909,758       —       —       1,909,758    
FNMA
             4.000     Oct 1 2013     1,846,390       —       —       1,846,390  
  933,294       —       —       933,294    
FNMA
             4.000     Apr 1 2014     900,592       —       —       900,592  
  4,499,828       —       —       4,499,828    
FNMA
             5.500     Sep 1 2014     4,519,017       —       —       4,519,017  
  144,503       —       —       144,503    
FNMA
             7.000     Mar 1 2015     147,584       —       —       147,584  
  46,026       —       —       46,026    
FNMA
             8.000     Jan 1 2016     48,294       —       —       48,294  
  759,971       —       —       759,971    
FNMA
             5.000     Nov 1 2017     750,369       —       —       750,369  
  25,299,851       —       —       25,299,851    
FNMA
             5.000     Dec 1 2017     24,980,229       —       —       24,980,229  
  4,607,194       —       —       4,607,194    
FNMA
             5.000     Jan 1 2018     4,548,989       —       —       4,548,989  
  5,795,184       —       —       5,795,184    
FNMA
             5.000     Feb 1 2018     5,721,830       —       —       5,721,830  
  5,099,173       —       —       5,099,173    
FNMA
             5.000     Mar 1 2018     5,033,502       —       —       5,033,502  
  684,167       —       —       684,167    
FNMA
             4.500     Apr 1 2018     663,319       —       —       663,319  
  1,851,419       —       —       1,851,419    
FNMA
             5.000     Apr 1 2018     1,827,575       —       —       1,827,575  
  3,113,190       —       —       3,113,190    
FNMA
             4.500     May 1 2018     3,018,325       —       —       3,018,325  
  674,598       —       —       674,598    
FNMA
             5.000     May 1 2018     665,911       —       —       665,911  
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                                         
                                            Interest                            
        Principal Amount                   Description           Rate   Maturity Date           Value            
 
 
        AXA Enterprise                                                       AXA Enterprise            
GS Government   Government           Combined                               GS Government   Government           Combined
Income Fund   Securities Fund   adjustment   Proforma                               Income Fund   Securities Fund   adjustment   Proforma
 
 
$ 5,721,833     $ —     $ —     $ 5,721,833    
FNMA
             4.500     Jun 1 2018   $ 5,547,480     $ —     $ —     $ 5,547,480  
  3,050,756       —       —       3,050,756    
FNMA
             5.000     Jun 1 2018     3,011,510       —       —       3,011,510  
  445,628       —       —       445,628    
FNMA
             4.500     Jul 1 2018     432,050       —       —       432,050  
  146,811       —       —       146,811    
FNMA
             5.000     Jul 1 2018     144,921       —       —       144,921  
  12,224,762       —       —       12,224,762    
FNMA
             4.000     Aug 1 2018     11,611,784       —       —       11,611,784  
  531,560       —       —       531,560    
FNMA
             4.500     Aug 1 2018     515,362       —       —       515,362  
  126,679       —       —       126,679    
FNMA
             5.000     Aug 1 2018     125,048       —       —       125,048  
  890,326       —       —       890,326    
FNMA
             4.500     Sep 1 2018     863,196       —       —       863,196  
  1,762,087       —       —       1,762,087    
FNMA
             5.000     Sep 1 2018     1,739,946       —       —       1,739,946  
  9,070,226       —       —       9,070,226    
FNMA
             5.000     Oct 1 2018     8,956,254       —       —       8,956,254  
  4,303,468       —       —       4,303,468    
FNMA
             5.000     Nov 1 2018     4,248,045       —       —       4,248,045  
  31,503       —       —       31,503    
FNMA
             4.500     Dec 1 2018     30,543       —       —       30,543  
  1,794,910       —       —       1,794,910    
FNMA
             5.500     Dec 1 2018     1,801,736       —       —       1,801,736  
  3,442,630       —       —       3,442,630    
FNMA
             5.000     Apr 1 2019     3,398,294       —       —       3,398,294  
  1,126,876       —       —       1,126,876    
FNMA
             4.500     Jun 1 2019     1,091,473       —       —       1,091,473  
  3,709,167       —       —       3,709,167    
FNMA
             5.000     Jun 1 2019     3,661,399       —       —       3,661,399  
  6,438,166       —       —       6,438,166    
FNMA
             4.500     Oct 1 2023     6,118,829       —       —       6,118,829  
  57,064       —       —       57,064    
FNMA
             6.500     Oct 1 2028     58,637       —       —       58,637  
  59,987       —       —       59,987    
FNMA
             6.500     Nov 1 2028     61,637       —       —       61,637  
  25,129       —       —       25,129    
FNMA
             7.500     Jul 1 2029     25,968       —       —       25,968  
  1,858       —       —       1,858    
FNMA
             7.500     Aug 1 2029     1,920       —       —       1,920  
  12,266       —       —       12,266    
FNMA
             7.500     Oct 1 2029     12,675       —       —       12,675  
  69       —       —       69    
FNMA
             7.500     Jan 1 2030     71       —       —       71  
  3,787       —       —       3,787    
FNMA
             7.500     Feb 1 2030     3,913       —       —       3,913  
  777,212       —       —       777,212    
FNMA
             7.000     Jul 1 2031     799,205       —       —       799,205  
  14,789       —       —       14,789    
FNMA
             6.500     Jan 1 2034     15,155       —       —       15,155  
  5,000,000       —       —       5,000,000    
FNMA (e)
             7.000     Dec 1 2099     5,140,625       —       —       5,140,625  
  4,000,000       —       —       4,000,000    
FNMA (e)
             7.500     Dec 1 2099     4,146,248       —       —       4,146,248  
                                                             
                               
 
                             129,720,385       45,961,887       —       175,682,272  
                                                             
                               
GNMA
                                                        
  —       756       —       756    
GNMA - 8.9%
             9.000     Aug 15 2016     —       809       —       809  
  —       386,491       —       386,491    
GNMA
             7.000     Dec 15 2027     —       400,195       —       400,195  
  —       65,069       —       65,069    
GNMA
             6.500     Aug 15 2028     —       67,100       —       67,100  
  —       698,573       —       698,573    
GNMA
             6.000     Jan 15 2029     —       709,948       —       709,948  
  —       151,774       —       151,774    
GNMA
             7.000     Jun 15 2029     —       157,018       —       157,018  
  —       346,485       —       346,485    
GNMA
             7.000     Oct 15 2029     —       358,458       —       358,458  
  —       7,735,191       —       7,735,191    
GNMA
             5.500     Dec 15 2032     —       7,712,687       —       7,712,687  
  —       14,333,754       —       14,333,754    
GNMA
             5.000     May 15 2033     —       13,998,384       —       13,998,384  
  —       9,258,994       —       9,258,994    
GNMA
             5.000     Jun 15 2033     —       9,042,360       —       9,042,360  
  —       29,363,170       —       29,363,170    
GNMA
             5.000     Jul 15 2033     —       28,676,154       —       28,676,154  
  —       3,517,944       —       3,517,944    
GNMA
             5.000     Sep 15 2033     —       3,435,634       —       3,435,634  
  —       6,764,141       —       6,764,141    
GNMA
             5.000     Mar 15 2034     —       6,602,102       —       6,602,102  
  —       4,569,498       —       4,569,498    
GNMA
             5.500     Jun 15 2034     —       4,553,413       —       4,553,413  
                                                             
                               
 
                             —       75,714,262       —       75,714,262  
                                                             
                               
TOTAL MORTGAGE-BACKED OBLIGATIONS
                                                        
                               
(Cost $379,763,341, $204,707,007, $0 and $584,470,348, respectively)
                             377,925,267       204,014,395       —       581,939,662  
                                                             
 
                               
Agency Debentures - 13.9%
                                                        
                               
FFCB - 5.2%
                                                        
  6,838,000       —       —       6,838,000    
FFCB
             4.100     Jul 21 2008     6,745,325       —       —       6,745,325  
  10,000,000       —       —       10,000,000    
FFCB
             4.200     Feb 23 2009     9,854,180       —       —       9,854,180  
  11,000,000       —       —       11,000,000    
FFCB
             4.450     Jun 11 2009     10,892,200       —       —       10,892,200  
  7,000,000       —       —       7,000,000    
FFCB
             7.375     Feb 9 2010     7,539,112       —       —       7,539,112  
  9,000,000       —       —       9,000,000    
FFCB
             4.750     Nov 6 2012     8,925,318       —       —       8,925,318  
                                                             
                               
 
                             43,956,135       —       —       43,956,135  
                                                             
                               
FHLB - 3.5%
                                                        
  1,000,000       —       —       1,000,000    
FHLB (f)
             5.680     Dec 3 2007     1,005,963       —       —       1,005,963  
  15,560,000       —       —       15,560,000    
FHLB
             4.100     Jun 13 2008     15,363,197       —       —       15,363,197  
  3,900,000       —       —       3,900,000    
FHLB
             3.500     Feb 13 2009     3,781,017       —       —       3,781,017  
  1,500,000       —       —       1,500,000    
FHLB
             7.625     May 14 2010     1,631,130       —       —       1,631,130  
  8,400,000       —       —       8,400,000    
FHLB
             4.500     Sep 14 2012     8,215,648       —       —       8,215,648  
                                                             
                               
 
                             29,996,955       —       —       29,996,955  
                                                             
                               
FHLMC - 2.5%
                                                        
  10,390,000       —       —       10,390,000    
FHLMC
             4.250     Jun 23 2008     10,279,409       —       —       10,279,409  
  11,000,000       —       —       11,000,000    
FHLMC
             4.480     Sep 19 2008     10,906,265       —       —       10,906,265  
                                                             
                               
 
                             21,185,674       —       —       21,185,674  
                                                             
                               
FNMA - 0.8%
                                                        
  5,000,000       —       —       5,000,000    
FNMA
             6.625     Sep 15 209     5,233,724       —       —       5,233,724  
  1,200,000       —       —       1,200,000    
FNMA
             6.000     May 15 2011     1,254,101       —       —       1,254,101  
                                                             
                               
 
                             6,487,825       —       —       6,487,825  
                                                             
                               
New Valley Generation II - 0.4%
                                                        
  3,416,362       —       —       3,416,362    
New Valley Generation II
             5.572     May 1 2020     3,444,368       —       —       3,444,368  
                                                             
                               
Small Business Administration - 0.3%
                                                        
  574,939       —       —       574,939    
Small Business Administration
             6.700     Dec 1 2016     592,681       —       —       592,681  
  433,271       —       —       433,271    
Small Business Administration
             7.150     Mar 1 2017     450,725       —       —       450,725  
  329,548       —       —       329,548    
Small Business Administration
             7.500     Apr 1 2017     345,040       —       —       345,040  
  195,788       —       —       195,788    
Small Business Administration
             7.300     May 1 2017     203,984       —       —       203,984  
  140,645       —       —       140,645    
Small Business Administration
             6.800     Aug 1 2017     145,564       —       —       145,564  
  358,500       —       —       358,500    
Small Business Administration
             6.300     May 1 2018     368,207       —       —       368,207  
  356,024       —       —       356,024    
Small Business Administration
             6.300     Jun 1 2018     365,773       —       —       365,773  
                                                             
                               
 
                             2,471,974       —       —       2,471,974  
                                                             
                               
Tennessee Valley Authority - 1.2%
                                                        
  6,000,000       —       —       6,000,000    
Tennessee Valley Authority (f)
             4.875     Dec 15 2016     5,993,947       —       —       5,993,947  
  4,000,000       —       —       4,000,000    
Tennessee Valley Authority
             5.375     Apr 1 2056     4,123,760       —       —       4,123,760  
                                                             
                               
 
                             10,117,707       —       —       10,117,707  
                                                             
                               
TOTAL AGENCY DEBENTURES
                                                        
                               
(Cost $119,153,443, $0, $0 and $119,153,443, respectively)
                             117,660,638       —       —       117,660,638  
                                                             
 
                               
Asset-Backed Securities - 1.6%
                                                        
                               
Home Equity (a) - 1.6%
                                                        
  1,442,444       —       —       1,442,444    
Carrington Mortgage Loan Trust Series 2005-OPT2, Class A1B
             5.470     May 25 2035     1,442,669       —       —       1,442,669  
  1,439,086       —       —       1,439,086    
Citigroup Mortgage Loan Trust, Inc. Series 2004-OPT1, Class A2
             5.680     Oct 25 2034     1,439,148       —       —       1,439,148  
  1,508,844       —       —       1,508,844    
Countrywide Home Equity Loan Trust Series 2004-I, Class A
             5.610     Feb 15 2034     1,513,323       —       —       1,513,323  
  1,631,291       —       —       1,631,291    
Countrywide Home Equity Loan Trust Series 2004-Q, Class 2A
             5.620     Dec 15 2033     1,635,695       —       —       1,635,695  
  1,759,147       —       —       1,759,147    
Countrywide Home Equity Loan Trust Series 2005-B, Class 2A
             5.500     May 15 2035     1,760,796       —       —       1,760,796  
  4,563,430       —       —       4,563,430    
Master Asset Backed Securities Trust Series 2005-WMC1, Class A4
             5.510     Mar 25 2035     4,565,269       —       —       4,565,269  
  1,019,791       —       —       1,019,791    
Popular ABS Mortgage Pass-Through Trust Series 2004-5, Class AV2
             5.660     Dec 25 2034     1,020,907       —       —       1,020,907  
  304,878       —       —       304,878    
Securitized Asset Backed Receivables LLC Trust Series 2004-OP2, Class A2
             5.670     Aug 25 2034     305,216       —       —       305,216  
                                                             
                               
 
                             13,683,023       —       —       13,683,023  
                                                             
                               
Manufactured Housing - 0.0%
                                                        
  292,402       —       —       292,402    
Mid-State Trust Series 4, Class A
             8.330     Apr 1 2030     301,735       —       —       301,735  
 
                               
TOTAL ASSET-BACKED SECURITIES
                                                        
                               
(Cost $13,973,576, $0, $0 and $13,973,576, respectively)
                             13,984,758       —       —       13,984,758  
                                                             
                               
U.S. Treasury Obligations - 2.1%
                                                        
                               
United States Treasury Inflation Protected Securities
                                                        
  1,887,187       —       —       1,887,187    
United States Treasury Inflation Protected Securities
             1.875     Jul 15 2013     1,827,475       —       —       1,827,475  
  3,089,632       —       —       3,089,632    
United States Treasury Inflation Protected Securities
             2.000     Jan 15 2014     3,011,304       —       —       3,011,304  
  2,812,290       —       —       2,812,290    
United States Treasury Inflation Protected Securities
             2.000     Jul 15 2014     2,739,345       —       —       2,739,345  
  5,031,408       —       —       5,031,408    
United States Treasury Inflation Protected Securities
             1.875     Jul 15 2015     4,845,497       —       —       4,845,497  
  308,178       —       —       308,178    
United States Treasury Inflation Protected Securities
             2.000     Jan 15 2016     299,390       —       —       299,390  
  4,644,068       —       —       4,644,068    
United States Treasury Inflation Protected Securities
             2.500     Jul 15 2016     4,710,826       —       —       4,710,826  
                                                             
                               
TOTAL U.S. TREASURY OBLIGATIONS
                                                        
                               
(Cost $17,533,818, $0, $0 and $17,533,818, respectively)
                             17,433,837       —       —       17,433,837  
                                                             
                               
Insured Revenue Bonds - 0.9%
                                                        
  2,000,000       —       —       2,000,000    
New Jersey Economic Development Authority Series A (MBIA)
             7.425     Feb 15 2029     2,490,080       —       —       2,490,080  
  5,500,000       —       —       5,500,000    
Sales Tax Asset Receivable Taxable Series B (FSA)
             3.600     Oct 15 2008     5,349,575       —       —       5,349,575  
                                                             
                               
TOTAL INSURED REVENUE BONDS
                                                        
                               
(Cost $7,500,000, $0, $0 and $7,500,000, respectively)
                             7,839,655       —       —       7,839,655  
                                                             
                               
Short Term Securities - 0.6%
                                                        
  —       5,076,605       —       5,076,605    
Time Deposits (cost $0, $5,076,605, $0 and $5,076,605, respectively
             4.800     Nov 1 2006     —       5,076,605       —       5,076,605  
                                                             
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                                         
                                    Interest   Maturity                
Principal Amount   Description   Rate   Date               Value
 
             
        AXA Enterprise                                                       AXA Enterprise            
GS Government   Government           Combined                               GS Government   Government           Combined
Income Fund   Securities Fund   adjustment   Proforma                               Income Fund   Securities Fund   adjustment   Proforma
 
             
                               
TOTAL INVESTMENTS BEFORE REPURCHASE AGREEMENT
         $ 534,844,155     $ 209,091,000     $ —     $ 743,935,155  
                                                             
 
Principal Amount   Interest
Rate		 Maturity
Date		                         Value
         
                               
Repurchase Agreement (g)
     13.2 %                                                
 
                               
Joint Repurchase Agreement Account II 5.32%   00/1/2006
                                                        
$ 112,200,000     $ —     $ —     $ 112,200,000    
Maturity Value $112,216,581
                             112,200,000       —       —       112,200,000  
                                                             
                               
Total Repurchase Agreements (g)
                             112,200,000             $ —       112,200,000  
                                                             
 
                                                             
                               
Total Investments (cost $650,124,178, $209,783,612, $0 and $859,907,790, respectively)
     101.0 %                     647,044,155       209,091,000       —       856,135,155  
                                                             
 
                               
Liabilities in excess of net assets / other assets in excess of net assets
     -1.0 %                     (8,393,301 )     100,685       —       (8,292,616 )
                                                             
 
                               
Net assets
     100.0 %                   $ 638,650,854     $ 209,191,685     $ —       847,842,539  
                                                             
 
The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
(a) Variable rate security. Interest rate disclosed is that which is in effect at October 31, 2006.
(b) Represents security with notional or nominal principal amount. The actual effective yield of this security is different than the stated interest rate due to amortization of related premiums or accretion of discounts.
(c) Securities not registered under the Securities Act of 1933, as amended. Such securities have been determined to be illiquid by the investment advisor. At October 31, 2006, these securities amounted to $3,083,671 or approximately .364% of Net Assets.
(d) Security issued with a zero coupon. Income recognized through accretion of discount.
(e) TBA (To Be Announced) Securities are purchased on a forward commitment basis with an approximate principal amount and no defined maturity date. The actual principal and maturity date will be determined upon settlement when the specific mortgage pools assigned. Total market value of a TBA securities amounts to $9,286,873 which represents approximately 1.1% of net assets as of October 31, 2006.
(f) Securities with “Put” features with resetting interest rates. Maturity dates disclosed are the final maturity dates.
(g) Joint repurchase agreement was entered into on October 31, 2006.
                                                                                         
 
Investment Abbreviations:
                                                        
CMBS — Commercial Mortgage Backed Securities
                                                        
CMO — Collateralized Mortgage Obligations
                                                        
FFCB — Federal Farm Credit Bank
                                                        
FHLB — Federal Home Loan Bank
                                                        
FHLMC — Federal Home Loan Mortgage Corp.
                                                        
FNMA — Federal National Mortgage Association
                                                        
FSA — Insured by Financial Security Assurance Co.
                                                        
GNMA — Government National Mortgage Association
                                                        
MBIA — Insured by Municipal Bond Investors Assurance
                                                        
PAC Planned Amortization Class
                                                        
REMIC — Real Estate Mortgage Investment Conduit
                                                        
 
 
The accompanying notes are an integral part of these pro forma financial statements.

 

 

 
ADDITIONAL INVESTMENT INFORMATION
 
FUTURES CONTRACTS — At October 31, 2006, the following futures contacts were open:
                                 
    Number of                
    Contracts   Settlement           Unrealized
Type   Long/(Short)   Month   Market Value   Gain (Loss)
Eurodollars
     78     December 2006   $ 18,453,825     $ (220,677 )
U.S. Treasury Bonds
     731     December 2006     82,351,719       1,544,619  
2 Year U.S. Treasury Notes
     (88 )   December 2006     (17,987,750 )     30,092  
5 Year U.S. Treasury Notes
     (555 )   December 2006     (58,587,188 )     (118,046 )
10 Year U.S. Treasury Notes
     (724 )   December 2006     (78,350,375 )     (752,735 )
 
 
                   $ (54,119,769 )   $ 483,253  
 
 
INTEREST RATE SWAP CONTRACTS — At October 31, 2006, the Fund had outstanding swap contracts with the following terms:
                                                 
                    Rates Exchanged
    
    Notional Amount           Payments received   Payments made   Upfront Payments   Unrealized
Swap Counterparty   (000s)   Termination Date   by the Fund   by the Fund   made by the Fund   Gain(Loss)
Bank of America Securities LLC
   $ 20,000       12/27/2006       3.427 %   3 month LIBOR   $ —     $ 68,376  
Bank of America Securities LLC
     30,000       04/07/2008       4.339 %   3 month LIBOR     —       (370,458 )
Bank of America Securities LLC
     35,000       09/02/2010       4.309 %   3 month LIBOR     —       (929,881 )
Bank of America Securities LLC
     25,000       10/06/2010       4.702 %   3 month LIBOR     —       (296,180 )
Deutsche Bank Securities (a)
     20,000       12/20/2011       5.600 %   3 month LIBOR     393,569       103,529  
Bank of America Securities LLC (a)
     31,000       12/20/2011       5.600 %   3 month LIBOR     572,997       199,263  
J.P. Morgan Securities (a)
     28,000       12/20/2013       5.650 %   3 month LIBOR     527,100       408,688  
Deutsche Bank Securities (a)
     54,600       12/20/2013       5.650 %   3 month LIBOR     1,271,549       553,772  
Bank of America Securities LLC
     30,000       12/09/2014       4.641 %   3 month LIBOR     —       (600,069 )
Bank of America Securities LLC
     9,000       05/25/2015       4.532 %   3 month LIBOR     —       (272,423 )
J.P. Morgan Securities
     30,000       03/07/2016     3 month LIBOR     5.183 %     —       (121,653 )
J.P. Morgan Securities (a)
     22,000       12/20/2016       5.700 %   3 month LIBOR     571,560       390,850  
Bank of America Securities LLC
     43,000       11/02/2019     3 month LIBOR     4.865 %     —       845,011  
Bank of America Securities LLC
     20,000       11/12/2019     3 month LIBOR     5.068 %     —       (14,427 )
Bank of America Securities LLC
     13,200       04/09/2035       5.265 %   3 month LIBOR     —       9,249  
 
TOTAL
                                   $ 3,336,775     $ (26,353 )
 
(a) Represents forward starting interest rate swap whose effective dates of commencement of accruals and cash flows occurs in December 2006.
LIBOR — London Interbank Offered Rate
GOLDMAN SACHS SINGLE/MULTI-SECTOR TAXABLE FIXED INCOME FUNDS
 
JOINT REPURCHASE AGREEMENT ACCOUNT II — At October 31, 2006, the Fund had undivided interests in the Joint Repurchase Agreement Account II, as follows:
         
Fund   Principal Amount
 
Government Income
   $ 112,200,000  
 
                             
    Principal   Interest   Maturity   Maturity
Repurchase Agreements   Amount   Rate   Date   Value
 
ABN Amro, Inc.
   $ 500,000,000       5.32 %   11/01/06   $ 500,073,889  
 
Banc of America Securities LLC
     2,750,000,000       5.31     11/01/06     2,750,405,625  
 
Barclays Capital PLC
     200,000,000       5.31     11/01/06     200,029,500  
 
Barclays Capital PLC
     2,000,000,000       5.32     11/01/06     2,000,295,557  
 
Bear Stearns
     500,000,000       5.32     11/01/06     500,073,889  
 
Credit Suisse Securities (USA) LLC
     750,000,000       5.32     11/01/06     750,110,834  
 
Greenwich Capital Markets
     300,000,000       5.32     11/01/06     300,044,334  
 
Merrill Lynch
     500,000,000       5.31     11/01/06     500,073,750  
 
Wachovia Bank
     250,000,000       5.31     11/01/06     250,036,875  
 
UBS Securities LLC
     2,700,200,000       5.32     11/01/06     2,700,399,027  
 
TOTAL
   $ 10,450,200,000                 $ 10,451,543,280  
 
At October 31, 2006, the Joint Repurchase Agreement Account II was fully collateralized by Federal Home Loan Bank, 0.00% to 5.75%, due 12/14/06 to 09/22/15; Federal Home Loan Mortgage Association, 2.35% to 9.50%, due 11/17/06 to 09/01/36; Federal National Mortgage Association, 0.00% to 11.00%, due 11/1/06 to 11/01/36; Government National Mortgage Association, 4.50% to 9.00%, due 10/15/09 to 10/15/36 and U.S. Treasury Notes, 4.25% to 4.88% due 03/31/11 to 01/15/14. The aggregate market value of the collateral, including accrued interest, was $10,679,289,697.
The accompanying notes are an integral part of these financial statements. 

 

 

Pro Forma Combined Statement of Assets and Liabilities
For the Goldman Sachs Government Income Fund and the AXA Enterprise Government Securities Fund
October 31, 2006 (Unaudited)
                                 
    Goldman Sachs   AXA Enterprise            
    Government Income   Government           Pro Forma
    Fund
   Securities Fund
   Adjustments
   Combined Fund
Assets:
                                
Investments in securities, at value (identified cost $537,624,178, $204,707,007, $0 and $742,631,185, respectively)
   $ 534,844,155     $ 204,014,395             $ 738,858,550  
Investments in short term securities, at value (cost $0, $5,076,605, $0 and $5,076,605, respectively)
     —       5,076,605       —       5,076,605  
Repurchase agreement, at value
     112,200,000       —       —       112,200,000  
Cash
     10,894,581 (a)     —       —       10,894,581  
Receivables:
                                
Investment securities sold, at value
     14,066,740       4,035       —       14,070,775  
Swap contracts, at value
     5,915,513       —       —       5,915,513  
Fund shares sold
     844,590       1,013,790       —       1,858,380  
Interest, at value
     3,348,872       921,485       —       4,270,357  
Reimbursement from adviser
     51,652       —       —       51,652  
Variation margin
     25,438       —       —       25,438  
Other assets
     2,606       46,705       —       49,311  
 
                                
Total assets
     682,194,147       211,077,015       —       893,271,162  
 
                                
 
                                
Liabilities:
                                
Payables:
                                
Investment securities purchased, at value
     37,824,350       —       —       37,824,350  
Swap contracts, at value
     2,605,091       —       —       2,605,091  
Fund shares repurchased
     2,071,622       784,959       —       2,856,581  
Income distribution
     326,685       706,075       —       1,032,760  
Amounts owed to affiliates
     482,326       81,195       —       563,521  
Accrued expenses
     233,219       313,101       —       546,320  
 
                                
Total liabilities
     43,543,293       1,885,330       —       45,428,623  
 
                                
 
                                
Net Assets:
                                
Paid-in capital
     651,009,122       210,652,863       —       861,661,985  
Accumulated undistributed net investment income (loss)
     2,438,600       495,264       —       2,933,864  
Accumulated net realized gain (loss) on investments, futures and swaps transactions
     (12,474,096 )     (1,263,830 )     —       (13,737,926 )
Net unrealized gain on investments, futures and swaps
     (2,322,772 )     (692,612 )     —       (3,015,384 )
 
                                
Net Assets
   $ 638,650,854     $ 209,191,685     $ —     $ 847,842,539  
 
                                
 
                                
 
Net Assets:
                                
Class A
   $ 432,761,594     $ 103,852,245     $ —     $ 536,613,838  
Class B
     18,712,710       47,643,606       —       66,356,316  
Class C
     16,931,338       12,975,393       —       29,906,731  
Institutional/Class Y 
     146,783,760       44,720,441       —       191,504,202  
Service/Class P 
     23,461,452       —       —       23,461,452  
 
Shares Outstanding:
                                
Class A
     29,555,889       8,373,610       (1,280,916 )(b)   $ 36,648,583  
Class B
     1,277,939       3,849,108       (595,404 )(b)     4,531,643  
Class C
     1,156,993       1,048,139       (161,473 )(b)     2,043,659  
Institutional/Class Y 
     10,035,821       3,611,652       (554,050 )(b)     13,093,423  
Service/Class P 
     1,605,403       —       —       1,605,403  
 
Total shares outstanding, $0.001 par value (unlimited number of shares authorized)
     43,632,045       16,882,509       (2,591,843 )(b)     57,922,711  
 
Net assets value, offering and redemption price per share:(c)
                                
Class A
   $ 14.64       12.40     $ —     $ 14.64  
Class B
     14.64       12.38       —       14.64  
Class C
     14.63       12.38       —       14.63  
Institutional/Class Y 
     14.63       12.38       —       14.63  
Service/Class P 
     14.61       —       —       14.61  
 
(a)   Includes restricted cash of $3,000,000 relating to initial margin requirements on futures transactions.
 
(b)   Adjustment to reflect reduction of shares based on GS Government Income Fund’s NAV.
 
(c)   Maximum public offering price per share for Class A Shares is $15.33, $13.02, $0 and $15.33 for the GS Government Income Fund’s and the AXA Enterprise Government Securities Fund, 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 pro forma financial statements.

 

 

Pro Forma Combined Statement of Operations
For the Goldman Sachs Government Income Fund and the AXA Enterprise Government Securities Fund
For year ended October 31, 2006 (Unaudited)
                                 
    Goldman Sachs   AXA Enterprise            
    Government   Government           Pro Forma
    Income Fund
   Securities Fund
   Adjustments
   Combined Fund
Investment Income:
                                
Interest
   $ 39,267,344     $ 11,267,499     $ —     $ 50,534,843  
 
                                
Total income
     39,267,344       11,267,499       —       50,534,843  
 
Expenses:
                                
Management fees
     4,481,364       1,243,617       (98,653 )(a)     5,626,328  
Administrative fees
     —       122,925       (122,925 )(b)     —  
Distribution and service fees
     2,036,968       1,170,411       (212,742 )(b)     2,994,638  
Transfer agent fees
     1,169,147       788,500       (492,086 )(b)     1,465,561  
Custody and accounting fees
     315,452       9,000       39,832   (b)     364,284  
Printing fees
     103,089       71,990       (58,353 )(b)     116,726  
Registration fees
     146,339       100,835       (81,957 )(b)     165,217  
Audit fees
     50,480       28,000       (22,952 )(b)     55,528  
Legal fees
     26,865       25,334       (19,961 )(b)     32,238  
Trustee fees
     16,201       32,561       (32,561 )(b)     16,201  
Service share fees
     95,515       —       —       95,515  
Other
     120,746       52,454       (29,810 )(b)     143,390  
 
                                
Total expenses
     8,562,166       3,645,627       (1,132,168 )     11,075,625  
Less — expense reductions
     (813,458 )     (759,905 )     (53,949 )(c)     (1,627,312 )
 
                                
Net Expenses
     7,748,708       2,885,722       (1,186,117 )     9,448,313  
 
                                
Net Investment Income (loss)
     31,518,636       8,381,777       1,186,117       41,086,530  
 
                                
 
Realized and unrealized gain (loss) on investment and futures transactions:
                                
Net realized gain (loss) from:
                                
Investment transactions
     (7,881,384 )     (896,028 )     —       (8,588,797 )
Futures transactions
     (4,241,535 )     —       —       (4,241,535 )
Swap contracts
     (2,001,989 )     —       —       (2,001,989 )
Net change in unrealized gain (loss) on:
                                
Investments
     6,699,801       826,828       —       6,699,801  
Futures
     303,462       —       —       303,462  
Swap contracts
     4,337,671       —       —       4,337,671  
 
                                
Net realized and unrealized gain on investment and futures transactions
     (2,783,974 )     (69,200 )     —       (3,491,387 )
 
                                
 
Net Increase in Net Assets Resulting from Operations
   $ 28,734,662     $ 8,312,577     $ 1,185,396     $ 36,645,902  
 
                                
 
(a)   Adjustment to reduce management fee based on GS Government Income Fund rates.
 
(b)   Adjustments to reflect the anticipated changes as a result of consolidation of transfer agent, printing, custody and accounting and other services.
 
(c)   Adjustment to reflect decrease in expense reduction based on GS Government Income Fund current expense cap and waivers.
The accompanying notes are an integral part of these pro forma financial statements.

 

 

GOLDMAN SACHS GOVERNMENT INCOME FUND
Notes to Pro Forma Financial Statements
For the Twelve Months Ended October 31, 2006 (Unaudited)
1. ORGANIZATION
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 the Goldman Sachs Government Income Fund (the “Fund”). The Fund is a diversified portfolio of the Trust. The Fund offers five classes of shares — Class A, Class B, Class C, Institutional and Service. Class A shares of the Fund charges a maximum initial sales charge of 4.50%. The contingent deferred sales charge for Class B shares is 5.00% maximum declining to zero after six years for the Fund. The Class C shares of the Fund has a contingent deferred sales charge of 1.00% during the first 12 months. Institutional and Service shares are not subject to a sales charge. Goldman, Sachs & Co. (“Goldman Sachs”) as distributor of the Fund receives such sales loads of which a certain portion may be retained.
AXA Enterprise Funds Trust (the “Enterprise Trust”) is registered under the Act as an open-end management investment company. The Enterprise Trust currently has sixteen active investment portfolios, including the Government Securities Portfolio (the “Portfolio”) which offers four classes of shares—Class A, B, C, and Y.
2. BASIS OF COMBINATION
The unaudited pro forma Statement of Investments, Statement of Assets and Liabilities, and Statement of Operations ( “pro forma statements” ) reflect the accounts of the Fund as if the proposed reorganization occurred as of and for the twelve months ended October 31, 2006. Class A of the Portfolio will be combined with Class A of the Fund, Class B of the Portfolio will be combined with Class B of the Fund, Class C of the Portfolio will be combined with Class C of the Fund and Class Y of the Portfolio will be combined with Institutional Class of the Fund. These pro forma statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the period shown.
The Fund will be the accounting survivor for financial reporting purposes. The Plan of Reorganization provides for a tax-free acquisition of the Portfolio into the Fund. The acquisition is expected to be completed in April 2007.
3. SHARES OF BENEFICIAL INTEREST
These pro forma statements give effect to the proposed transaction whereby all assets of the Portfolio will be exchanged for shares of the Fund. The Fund will assume the liabilities, if any, of the Portfolio. Immediately thereafter, shares of the Fund will be distributed to the shareholders of the Portfolio. The Portfolio will be subsequently terminated.
The pro forma net asset value per share assumes the issuance of additional shares of the Fund, which would have been issued on October 31, 2006 in connection with the proposed reorganization. The amount of additional shares assumed to be issued under the reorganization was calculated based on the October 31, 2006 net assets of the Fund and the net asset value per share of the Fund. These amounts are summarized as follows:
                                 
    Class A   Class B   Class C   Institutional
   
 
 
 
Shares Issued
     7,092,694       3,253,704       886,666       3,057,602  
Net Assets 10/31/2006
   $ 103,852,245     $ 47,643,606     $ 12,975,393     $ 44,720,442  
Pro Forma Net Asset Value 10/31/2006
   $ 14.64     $ 14.64     $ 14.63     $ 14.63  
4. 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 — Portfolio securities for which market quotations are readily available are valued at market value on the basis of quotations furnished by a pricing service or provided by dealers in such securities. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Portfolio securities for which market quotations are not readily available or are deemed not to reflect market value by the investment adviser are valued based on yield equivalents, pricing matrices or other sources, under valuation procedures established 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. 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 Fund based upon the relative proportion of net assets of each class.
     Certain mortgage security paydown gains and losses are recorded as interest income (loss) and are included in interest income in the accompanying Statement of Operations. Original issue discounts (OID) on debt securities are accreted to interest income over the life of the security with a corresponding increase in the cost basis of that security. Market discounts and market premiums on debt securities are accreted/amortized to interest income over the expected life of the security with a corresponding adjustment in the cost basis of that security.
     Pursuant to applicable law and procedures adopted by the Trust’s Board of Trustees, securities transactions in portfolio securities (including futures transactions) may be effected from time to time through Goldman Sachs or an affiliate. In order for Goldman Sachs or an affiliate, acting as agent, to effect securities or futures transactions for a Fund, the commissions, fees or other remuneration received by Goldman Sachs or an affiliate must be reasonable and fair compared to the commissions, fees or other remuneration received by other brokers in connection with comparable transactions involving similar securities or futures contracts.
C. Expenses — Expenses incurred by the Trust that do not specifically relate to an individual Fund of the Trust are allocated to the Fund on a straight-line or “pro-rata” basis depending upon the nature of the expense.
     Class A, Class B and Class C shareholders of the Fund bear all expenses and fees relating to their respective Distribution and Service Plans. Service Shares/Class P bear all expenses and fees relating to their Service and Shareholder Administration Plans. Each class of shares of the Fund separately bears its respective class-specific Transfer Agency fees.
D. Federal Taxes and Distribution to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable and tax-exempt 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 are declared daily and paid monthly. Capital gain distributions, if any, are declared and paid annually. Net capital losses are carried forward to future years and may be used to the extent allowed by the Code to offset any future capital gains. Utilization of capital loss carryforwards will reduce the requirement of future capital gain distributions.
     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules, which may differ from U.S. generally accepted accounting principles. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income, net realized gains, or as a tax return of capital.
     The Fund had capital loss carryforwards as of its most recent fiscal year ended October 31, 2006. The year and amount of expiration for each capital loss carryforward is indicated below in (000):
         
Capital Loss Carryforward*   The Portfolio   Government Income
 
 
Expiring 2012
 $ 22 $ —
Expiring 2013
   215   —
Expiring 2014
   1,027   11,925
 
Total
 $ 1,264 $ 11,925
 
*   Expiration occurs on October 31 of the year indicated. As a consequence of the reorganization, utilization of these losses may be limited under the Internal Revenue Code.
E. Foreign Currency Translations — The books and records of the Fund are maintained in U.S. dollars. Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investment valuations, foreign currency and other assets and liabilities initially expressed in foreign currencies are converted each business day into U.S. dollars based upon current exchange rates; and (ii) purchases and sales of foreign investments, income and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions.

2

 

     Net realized and unrealized gain (loss) on foreign currency transactions will represent: (i) foreign exchange gains and losses from the sale and holdings of foreign currencies; (ii) gains and losses from the sale of investments (applicable to fixed income securities); (iii) currency gains and losses between trade date and settlement date on investment securities transactions and forward exchange contracts; and (iv) gains and losses from the difference between amounts of interest, dividends and foreign withholding taxes recorded and the amounts actually received. The effect of changes in foreign currency exchange rates on securities and derivative instruments are segregated in the Statement of Operations from the effects of changes in market prices of those securities and derivative instruments, but are included with the net realized and unrealized gain (loss) on securities and derivative instruments. Net unrealized foreign exchange gains and losses arising from changes in the value of other assets and liabilities as a result of changes in foreign exchange rates are included as increases and decreases in unrealized gain (loss) on foreign currency related transactions.
F. Forward Sales Contracts — The Fund may enter into forward security sales of mortgage-backed securities in which the Fund will sell securities in the current month for delivery of securities defined by pool-stipulated characteristics on a specified future date. The value of the contract is recorded as an asset and a liability on the Fund’s records with the difference between its market value and expected cash proceeds recorded as an unrealized gain or loss. Gains or losses are realized upon delivery of the security sold.
G. Futures Contracts — The Fund may enter into futures transactions to hedge against changes in interest rates, securities prices, currency exchange rates or to seek to increase total return. Futures contracts are valued at the last settlement price, or in the absence of a sale, the last bid price, at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Fund is required to segregate cash or securities equal to the minimum “initial margin” requirement of the associated futures exchange. Subsequent payments for futures contracts (“variation margin”) are paid or received by the Fund, dependent on the fluctuations in the value of the contracts, and are recorded for financial reporting purposes as unrealized gains or losses. When contracts are closed, the Fund will realize a gain or loss which is reported in the Statement of Operations.
     The use of futures contracts involve, to varying degrees, elements of market and counterparty risk which may exceed the amounts recognized in the Statement of Assets and Liabilities. Changes in the value of a futures contract may not directly correlate with changes in the value of the underlying securities. These risks may decrease the effectiveness of the Fund’s strategies and potentially result in a loss.
H. Mortgage Dollar Rolls — The Fund may enter into mortgage “dollar rolls” in which the Fund sells securities in the current month for delivery and simultaneously contract with the same counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date. For financial reporting and tax reporting purposes, the Fund will treat mortgage dollar rolls as two separate transactions; one involving the purchase of a security and a separate transaction involving a sale.
     During the settlement period between sale and repurchase, the Fund will not be entitled to accrued interest and/or receive principal payments on the securities sold. Dollar roll transactions involve the risk that the market value of the securities sold by the Fund may decline below the repurchase price of those securities. In the event the buyer of the securities under a dollar roll transaction files for bankruptcy or becomes insolvent, the Fund’s use of proceeds of the transaction may be restricted pending a determination by, or with respect to, the other party.
I. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase the securities at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to exceed the value of the repurchase agreement, including accrued interest. If the seller defaults or becomes insolvent, realization of the collateral by the Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert their rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.
     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management or investment advisory agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, may transfer uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.
J. Securities purchased on a when-issued or delayed-delivery basis — The Fund may purchase securities on a when-issued or delayed-delivery basis. Securities purchased or sold on a when-issued or delayed-delivery basis may be settled a month or more after trade date; interest income is not accrued until settlement date. At the time a Fund enters into such transactions, it is required to have segregated assets with a current value at least equal to the amount of its when-issued or delayed-delivery purchase commitments. Credit risks exist on these commitments to the extent of any unrealized gains on the underlying securities purchased and any

3

 

unrealized losses on the underlying securities sold. Market risk exists on these commitments to the same extent as if the securities were owned on a settled basis and gains and losses are recorded and reported in the same manner. In addition to the normal credit and market risks, transactions with delayed settlement dates may expose the Funds to greater risk that such transactions may not be consummated.
K. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, swap contracts, written options, mortgage dollar rolls, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate liquid assets with a current value equal to or greater than the market value of the corresponding transactions.
L. Swap Contracts — The Fund may enter into swap transactions for hedging purposes or to seek to increase total return. Risks may arise as a result of the failure of the counterparty to the swap contract to comply with the terms of the swap contract. The loss incurred by the failure of a counterparty is generally limited to the net payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund must consider the creditworthiness of each counterparty to a contract in evaluating potential credit risk. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying reference asset or index. Entering into these agreements involves, to varying degrees, market, liquidity, elements of credit, legal and documentation risk in excess of amounts recognized in the Statement of Assets and Liabilities. The Fund may invest in the following types of swaps:
     An interest rate swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specific prices, rates or indices for a specified amount of an underlying notional amount. The payment flows are usually netted against each other, with the difference being paid by one party to the other.
     A total return swap is an agreement that gives the Fund the right to receive the appreciation in the value of a specified security, index or other instrument in return for a fee paid to the counterparty, which will typically be an agreed upon interest rate. If the underlying asset declines in value over the term of the swap, the Fund may also be required to pay the dollar value of that decline to the counterparty.
     Credit default swap agreements involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party, typically a corporate issuer on its obligation. A Fund may use credit default swaps to provide a measure of protection against defaults of a corporate issuer or to take an active long or short position with respect to the likelihood of a particular issuer’s default. As a seller of protection, a Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. Credit default swaps may involve greater risks than if a Fund had invested in the referenced obligation directly. If the Fund enters into a buy contract and no credit event occurs, its exposure is limited to the periodic payments previously made to the counterparty. In addition, if the Fund enters into a sale contract and a credit event occurs, the value of the referenced obligation received by the Fund reduced by the period payments previously received may be less than the maximum payment it pays to the counterparty, resulting in a loss to the Fund.
     Swaps are marked to market daily using either pricing vendor quotations, counterparty prices or models prices and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. An upfront payment made and/or received by the Funds, is recorded as an asset and/or liability on the Statement of Assets and Liabilities and is only recorded as a realized gain or loss when either the contract’s term ends or, with respect to a Credit Default Swap, a credit event occurs. Periodic payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are also realized upon early termination of the swap agreements.
M. Treasury Inflation-Protected Securities — The Fund may invest in Treasury Inflation-Protected Securities (“TIPS”), specially structured bonds in which the principal amount is adjusted daily to keep pace with inflation, as measured by the U.S. Consumer Pricing Index (“CPI”). The adjustments for interest income due to inflation are reflected in interest income on the Statements of Operations. The repayment of the original bond principal upon maturity is guaranteed by the full faith and credit of the U.S. Government.

4

 

5. AGREEMENTS
GSAM, an affiliate of Goldman Sachs, serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under the Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees.
     As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management fee”), computed daily and payable monthly, equal to an annual percentage rate of the Fund’s average daily net assets.
     For the period from February 28, 2006 through October 31, 2006, GSAM received a Management fee on a contractual basis at the following rates:
         
    Government
Average Daily Net Assets   Income
Up to $1 billion
     0.54 %
Next $1 billion
     0.49  
Over $2 billion
     0.47  
 
     Prior to February 28, 2006, the contractual Management fee for the Fund as an annual percentage rate of average daily net assets was 0.54%. For the period after February 28, 2006, GSAM entered into a voluntary fee reduction commitment for the Fund, in order to achieve the rates in the above table.
     GSAM has also voluntarily agreed to limit certain “Other Expenses” (excluding Management fees, Distribution and Service fees, Transfer Agency fees and expenses, Service Share fees, Account Service fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.004% of the average daily net assets of the Fund for the year ended October 31, 2006. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any.
     The Trust, on behalf of the 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 average daily net assets of the Fund 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 average daily net assets of the Fund attributable to Class B or Class C Shares.
     Goldman Sachs serves as Distributor of the shares of the Fund pursuant to a Distribution Agreement. Goldman Sachs may retain a portion of the Class A sales load and Class B and Class C contingent deferred sales charges. For the twelve months ended October 31, 2006, Goldman Sachs advised the Fund that it retained approximately $35,800, $200, and $8,900 for Class A, Class B, and Class C Shares, respectively.
     Goldman Sachs also serves as Transfer Agent of the Fund for a fee. Fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate as follows: 0.16% of the average daily net assets for Class A, B and Class C shares and 0.04% of the average daily net assets for Institutional and Service/Class P Shares.
     The Trust, on behalf of the Fund, has adopted a Service Plan and Shareholder Administration Plan for Service/Class P 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 its 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.
     For the twelve months ended October 31, 2006, GSAM has voluntarily agreed to reimburse certain expenses. In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. Goldman Sachs, as Transfer Agent, voluntarily made a payment to the Fund related to certain earnings credits that reduce transfer agent fees. The Fund’s expense reductions were approximately, $0, $746,000, $21,000, and $46,000 for Management Fee waiver, Other Expense

5

 

Reimbursement, Custody Fee Reduction, and Transfer Agent Fee Reduction, respectively. The Portfolio’s expense reductions were approximately, $760,000, $0, and $0 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively.
     At October 31, 2006, amounts owed to affiliates by the Fund were approximately $291,000, $122,000, and $69,000 for Management, Distribution and Service, and Transfer Agent fees, respectively. Amounts owed to affiliates by the Portfolio were approximately $115,000, $0, and $0 for Management, Distribution and Service, and Transfer Agent fees, respectively.

6

 

Pro Forma Combined Statement of Investments for the Goldman Sachs Enhanced Income Fund and the AXA Enterprise Short Duration Bond Fund October 31, 2006 (Unaudited)
                                                                                     
                                    Interest   Maturity    
Principal Amount   Description   Rate   Date   Value
 
 
                                                        AXA Enterprise            
GS Enhanced   AXA Enterprise Short           Combined                   GS Enhanced   Short Duration Bond           Combined
Income Fund   Duration Bond Fund   adjustment   Proforma                   Income Fund   Fund   adjustment   Proforma
 
 
                               
Corporate Bonds - 26.2%
                                            
                               
Aerospace and Defense - 0.2%
                                            
$ —     $ 375,000     $ —     $ 375,000    
Goodrich Corp.
    7.500     Apr 15 2008   $ —     $ 384,743     $ —     $ 384,743  
  —       200,000       —       200,000    
Raytheon Co.
    6.150     Nov 1 2008     —       203,368       —       203,368  
         
                               
 
                —       588,111       —       588,111  
         
                               
Airlines - 0.2%
                                            
  —       400,000       —       400,000    
Southwest Airlines Co.
    7.875     Sep 1 2007     —       407,179       —       407,179  
         
                               
Automobiles - 0.1%
                                            
  —       200,000       —       200,000    
DaimlerChrysler N.A. Holding Corp.
    4.050     June 4 2008     —       195,557       —       195,557  
         
 
                               
Banks - 4.8%
                                            
  2,000,000       —       —       2,000,000    
Credit Suisse First Boston New York (a)
    6.500     May 1 2008     2,036,050       —       —       2,036,050  
  2,975,000       —       —       2,975,000    
Credit Suisse First Boston USA, Inc.
    4.125     Jan 15 2010     2,886,895       —       —       2,886,895  
  1,750,000       —       —       1,750,000    
Huntington National Bank
    4.650     Jun 30 2009     1,727,973       —       —       1,727,973  
  1,100,000       —       —       1,100,000    
Key bank National Association
    7.300     May 1 2011     1,193,588       —       —       1,193,588  
  1,200,000       —       —       1,200,000    
Popular North America, Inc.
    5.200     Dec 12 2007     1,195,389       —       —       1,195,389  
  1,500,000       —       —       1,500,000    
Union Planters Corp.
    7.750     Mar 1 2011     1,643,383       —       —       1,643,383  
  2,000,000       —       —       2,000,000    
Washington Mutual, Inc.
    4.000     Jan 15 2009     1,952,178       —       —       1,952,178  
         
                               
 
                12,635,456       —       —       12,635,456  
         
                               
Brokerage - 1.9%
                                            
  5,000,000       —       —       5,000,000    
Morgan Stanley
    4.000     Jan 15 2010     4,832,244       —       —       4,832,244  
         
 
                               
Capital Markets - 0.0%
                                            
  —       400,000     ( 400,000)       —    
Goldman Sachs Group, Inc.
    3.875     Jan 15 2009     —       389,545       (389,545 )   —
         
                               
Commercial Banks - 0.4%
                                            
  —       400,000       —       400,000    
Bank One N.A./Illinois (e)
    3.700     Jan 15 2008     —       392,221       —       392,221  
  —       250,000       —       250,000    
Wachovia Bank N.A.
    5.800     Dec 12 2008     —       253,431       —       253,431  
  —       500,000       —       500,000    
Wells Fargo & Co.
    3.120     Aug 15 2008     —       482,360       —       482,360  
         
                               
 
                —       1,128,012       —       1,128,012  
         
                               
Consumer Finance - 0.1%
                                            
  —       370,000       —       370,000    
HSBC Finance Corp.
    5.875     Feb 1 2009     —       375,984       —       375,984  
         
 
                               
Diversified Financial Services - 0.5%
                                            
  —       375,000       —       375,000    
Bank of America Corp.
    3.875     Jan 15 2008     —       368,950       —       368,950  
  —       350,000       —       350,000    
Citigroup, Inc.
    4.200     Dec 20 2007     —       345,899       —       345,899  
  —       550,000       —       550,000    
General Electric Capital Corp.
    4.125     Sep 1 2009     —       536,945       —       536,945  
         
                               
 
                —       1,251,794       —       1,251,794  
         
                               
Energy - 0.2%
                                            
  —       200,000       —       200,000    
Anadarko Petroleum Corp.
    4.050     May 1 2008     —       193,713       —       193,713  
  —       200,000       —       200,000    
Ocean Energy, Inc.
    4.375     Oct 1 2007     —       198,088       —       198,088  
  —       200,000       —       200,000    
Valero Energy Corp.
    3.500     Apr 1 2009     —       192,046       —       192,046  
         
                               
 
                —       583,847       —       583,847  
         
                               
Life Insurance - 4.3%
                                            
  2,125,000       —       —       2,125,000    
AXA Financial, Inc.
    7.750     Aug 1 2010     2,303,209       —       —       2,303,209  
  2,500,000       —       —       2,500,000    
ING Security Life Institutional Funding (a)
    4.250     Jan 15 2010     2,440,945       —       —       2,440,945  
  2,000,000       —       —       2,000,000    
Jackson National Life Insurance Co. (a)
    5.250     Mar 15 2007     2,002,284       —       —       2,002,284  
  4,390,000       —       —       4,390,000    
Monumental Global Funding (a)
    5.200     Jan 30 2007     4,387,252       —       —       4,387,252  
         
                               
 
                11,133,690       —       —       11,133,690  
         
                               
Health Care - 0.1%
                                            
  —       20,000       —       20,000    
WellPoint, Inc.
    3.750     Dec 14 2007     —       196,484       —       196,484  
         
 
                               
Industrial Conglomerates - 0.1%
                                            
  —       200,000       —       200,000    
Tyco International Group S.A.
    6.125     Jan 15 2009     —       203,445       —       203,445  
         
 
                               
Insurance - 0.3%
                                            
  —       420,000       —       420,000    
American International Group, Inc.
    2.875     May 15 2008     —       405,854       —       405,854  
  —       350,000       —       350,000    
Protective Life Secured Trusts
    3.700     Nov 24 2008     —       340,278       —       340,278  
         
                               
 
                —       746,132       —       746,132  
         
                               
Noncaptive-Consumer - 3.9%
                                            
  1,500,000       —       —       1,500,000    
American General Finance Corp.
    4.875     May 15 2010     1,479,800       —       —       1,479,800  
  7,000,000       —       —       7,000,000    
HSBC Finance Corp.
    4.125     Nov 16 2009     6,800,429       —       —       6,800,429  
  2,000,000       —       —       2,000,000    
John Deere Capital Corp.
    5.400     Apr 7 2010     2,013,614       —       —       2,013,614  
         
                               
 
                10,293,843       —       —       10,293,843  
         
                               
Property/Casualty Insurance - 2.5%
                                            
  6,487,000       —       —       6,487,000    
ACE Ltd.
    6.000     Apr 1 2007     6,498,229       —       —       6,498,229  
         
 
                               
Telecommunications - 0.1%
                                            
  —       370,000       —       370,000    
Deutsche Telekom International Finance B.V.
    3.875     Jul 22 2008     —       361,912       —       361,912  
         
 
                               
Transportation - 0.1%
                                            
  —       200,000       —       200,000    
CSX Corp.
    6.250     Oct 15 2008     —       203,620       —       203,620  
         
 
                               
Utilities - 0.2%
                                            
  —       350,000       —       350,000    
Duke Energy Corp. (e)
    4.200     Oct 1 2008     —       343,094       —       343,094  
  —       200,000       —       200,000    
Ohio Edison Co.
    4.000     May 10 2008     —       196,179       —       196,179  
         
                               
 
                —       539,273       —       539,273  
         
                               
Real Estate Investment Trusts (REIT’s) - 0.1%
                                            
  —       325,000       —       325,000    
Simon Property Group LP (REIT)
    6.375     Nov 15 2007     —       327,765       —       327,765  
         
 
                               
Wireless Telecommunications - 6.1%
                                            
  9,250,000       —       —       9,250,000    
Verizon Wireless Capital LLC
    5.375     Dec 15 2006     9,248,020       —       —       9,248,020  
  375,000       —       —       375,000    
Ameritech Capital Funding
    6.250     May 18 2009     380,639       —       —       380,639  
  1,500,000       —       —       1,500,000    
Deutsche Telekom International Finance BV
    8.000     Jun 15 2010     1,637,342       —       —       1,637,342  
  2,875,000       —       —       2,875,000    
GTE California, Inc.
    7.650     Mar 15 2007     2,897,721       —       —       2,897,721  
  1,375,000       —       —       1,375,000    
SBC Communications, Inc.
    4.125     Sep 15 2009     1,334,221       —       —       1,334,221  
  —       315,000       —       315,000    
Vodafone Group
    3.950     Jan 30 2008     —       310,093       —       310,093  
                               
 
                15,497,943       310,093       —       15,808,036  
         
                               
Total Corporate Bonds (Cost $61,348,758, $7,836,990, $(387,392) and $68,798,356, respectively)
                60,891,405       7,808,753       (389,545 )     68,310,613  
         
The accompanying notes are an integral part of these pro forma financial statements.

 

                                                                             
                                    Interest   Maturity    
Principal Amount       Description   Rate   Date       Value
 
 
                                                        AXA Enterprise               
GS Enhanced   AXA Enterprise Short            Combined                   GS Enhanced   Short Duration Bond            Combined
Income Fund   Duration Bond Fund   adjustment   Proforma                   Income Fund   Fund    adjustment   Proforma
 
 
                               
Agency Debentures - 43.0%
                                            
$ —     $ 1,150,000     $ —     $ 1,150,000    
FHLB
    3.375     Feb 15 2008   $ —     $ 1,126,116     $ —     $ 1,126,116  
  —       757,918       —       757,918    
FHLMC
    4.776     May 1 2035     —       745,400       —       745,400  
  —       1,350,000       —       1,350,000    
FNMA
    4.250     Aug 15 2010     —       1,321,009       —       1,321,009  
  —       382,500       —       382,500    
FNMA (b)
    4.499     May 1 2033     —       374,431       —       374,431  
  —       236,472       —       236,472    
FNMA (b)
    3.684     Jun 1 2034     —       236,707       —       236,707  
  —       281,178       —       281,178    
FNMA (b)
    4.272     Jul 1 2034     —       275,943       —       275,943  
  —       785,456       —       785,456    
FNMA (b)
    4.526     Apr 1 2035     —       775,699       —       775,699  
  —       771,967       —       771,967    
FNMA (b)
    4.635     May 1 2035     —       762,292       —       762,292  
  —       812,082       —       812,082    
FNMA (b)
    4.645     May 1 2035     —       801,804       —       801,804  
  —       717,050       —       717,050    
FNMA (b)
    4.903     Jun 1 2035     —       709,385       —       709,385  
  —       818,939       —       818,939    
FNMA (b)
    4.847     Des 1 2035     —       811,160       —       811,160  
  —       709,867       —       709,867    
FNMA (b)
    5.614     Jun 1 2036     —       710,815       —       710,815  
  —       884,950       —       884,950    
FNMA (b)
    5.735     Jun 1 2036     —       893,268       —       893,268  
  6,600,000       —       —       6,600,000    
FHLB
    3.500     Jan 18 2007     6,573,435       —       —       6,573,435  
  5,100,000       —       —       5,100,000    
FHLB
    3.625     Feb 16 2007     5,074,143       —       —       5,074,143  
  3,000,000       —       —       3,000,000    
FHLB
    4.250     Apr 16 2007     2,985,567       —       —       2,985,567  
  6,730,000       —       —       6,730,000    
FHLB
    4.500     Aug 24 2007     6,692,218       —       —       6,692,218  
  7,000,000       —       —       7,000,000    
FHLB (b)
    4.000     Dec 3 2007     6,855,114       —       —       6,855,114  
  10,000,000       —       —       10,000,000    
FHLB (b)
    4.500     Mar 7 2008     9,983,482       —       —       9,983,482  
  4,000,000       —       —       4,000,000    
FHLMC (b)
    5.238     Dec 27 2006     3,999,872       —       —       3,999,872  
  11,628,000       —       —       11,628,000    
FHLMC (c)
    0.000     Jan 15 2007     11,504,545       —       —       11,504,545  
  5,000,000       —       —       5,000,000    
FHLMC
    4.500     Apr 18 2007     4,978,730       —       —       4,978,730  
  15,000,000       —       —       15,000,000    
FHLMC
    4.250     Jun 23 2008     14,840,340       —       —       14,840,340  
  4,000,000       —       —       4,000,000    
FNMA (b)
    5.257     Dec 22 2006     4,000,000       —       —       4,000,000  
  5,000,000       —       —       5,000,000    
FNMA
    2.750     Feb 6 2007     4,965,720       —       —       4,965,720  
  7,750,000       —       —       7,750,000    
FNMA
    3.740     Jun 14 2007     7,679,188       —       —       7,679,188  
  5,000,000       —       —       5,000,000    
FNMA
    5.500     Jan 15 2008     5,024,455       —       —       5,024,455  
  7,644,000       7,500,000       —       15,144,000    
FNMA (c)
    0.000     Apr 1 2007     7,482,842       —       —       7,482,842  
   
                               
Total Agency Debentures (Cost $102,783,140, $9,614,508, $0 and $112,397,648, respectively)
                102,639,651       9,544,029     —       112,183,680  
   
 
                               
Agency CMO - 0.9%
                                            
  —       710,000       —       710,000    
Federal Home Loan Mortgage Corp.
    5.500     June 15 2026     —       715,189       —       715,189  
  —       721,148       —       721,148    
Federal Home Loan Mortgage Corp.
    6.000     Apr 15 2027     —       730,849       —       730,849  
  —       820,000       —       820,000    
Federal National Mortgage Association
    5.500     June 25 2030     —       823,813       —       823,813  
   
 
                               
Total Agency CMO
              —       2,269,851     —       2,269,851  
   
 
                               
Non-Agency CMO - 2.1%
                                            
  —       130,429       —       130,429    
Banc of America Mortgage Securities, Series 2003-B2A2
    4.413     Mar 25 2033     —       128,722       —       128,722  
  —       221,003       —       221,003    
Banc of America Mortgage Securities, Series 2003-I 1A1
    5.714     Oct 25 2033     —       223,644       —       223,644  
  —       359,591       —       359,591    
Banc of America Mortgage Securities, Series 2004-A 1A1
    2.433     Feb 25 2034     —       362,868       —       362,868  
  —       607,967       —       607,967    
Banc of America Mortgage Securities, Series 2004-C 2A1
    3.712     Apr 25 2034     —       590,722       —       590,722  
  —       35,426       —       35,426    
Banc of America Mortgage Securities, Series 2004-K 2A1
    4.404     Dec 25 2034     —       34,897       —       34,897  
  —       307,744       —       307,744    
Commercial Mortgage Acceptance Corps., Series 1999-C1 A2
    7.030     Jun 15 2031     —       318,522       —       318,522  
  —       485,527       —       485,527    
Credit Suisse Mortgage Capital Certificates, Series 1999-C3 A1
    4.991     Jun 15 2038     —       483,914       —       483,914  
  —       14,226       —       14,226    
FFCA Secured Lending Corp., Series 1998-1 A1B
    6.730     Oct 18 2025     —       14,200       —       14,200  
  —       432,842       —       432,842    
GE Capital Commercial Mortgage Corp., Series 2001-2 A2
    5.850     Aug 11 2033     —       436,360       —       436,360  
  —       326,466       —       326,466    
GMAC Commercial Mortgage Securities, Inc., Series 1999-C1 A2
    6.175     May 15 2033     —       333,894       —       333,894  
  —       294,076       —       294,076    
Greenwich Capital Commercial Funding Corp., Series 2002-C1 A1
    3.357     Jan 11 2013     —       288,856       —       288,856  
  —       292,348       (292,348 )     —    
GS Mortgage Securities Corp. II, Series 2005-GG4 A1P
    5.285     Jul 10 2039     —       293,269       (293,269 )   —  
  —       573,967       —       573,967    
Nomura Asset Securities Corp., Series 1998-D6 A1B
    6.590     Mar 15 2030     —       582,750       —       582,750  
  —       425,000       —       425,000    
Residential Accredit Loans, Inc., Series 1998-D6 A1B
    5.500     Nov 25 2036     —       425,000       —       425,000  
  —       92,816       —       92,816    
Sequoia Mortgage Trust, Series 6A
    5.640     Apr 19 2027     —       92,846       —       92,846  
  —       500,000       —       500,000    
Washington Mutual, Inc., Series 2003-AR5 A6
    3.695     Jun 25 2033     —       487,807       —       487,807  
  —       413,214       —       413,214    
Washington Mutual, Inc., Series 2003-AR10 A4
    4.062     Oct 25 2033     —       409,032       —       409,032  
  —       343,717       —       343,717    
Washington Mutual, Inc., Series 2003-AR10 A4
    4.229     Mar 25 2034     —       337,256       —       337,256  
   
 
                               
Total Non- Agency CMO
              —       5,844,559       (293,269 )     5,551,290  
   
 
                               
Asset-Backed Securities 10.1%
Autos - 7.4%
                                            
  2,000,000       —       —       2,000,000    
AmeriCredit Automobile Receivables Trust Series 2006-AF, Class A3
    5.560     Sep 6 2011     2,013,125       —       —       2,013,125  
  —       700,000       —       700,000    
AmeriCredit Automobile Receivables Trust Series 2005-DA, Class A3
    4.870     Dec 6 2010     —       647,116       —       647,116  
  3,500,000       —       —       3,500,000    
Capital One Auto Finance Trust Series 2006-A, Class A3
    5.330     Nov 15 2010     3,508,687       —       —       3,508,687  
  —       600,000       —       600,000    
CarMax Auto Owner Trust, Series 2005-2 A3
    4.210     Jan 15 2010     —       593,779       —       593,779  
  —       625,000       —       625,000    
Chase Manhattan Auto Owner Trust, Series 2006-B A4
    5.110     Apr 15 2014     —       627,941       —       627,941  
  —       475,000       —       475,000    
Daimler Chrysler Auto Trust, Series 2006-C A3
    5.020     Jul 8 2010     —       474,823       —       474,823  
  —       550,000       —       550,000    
Ford Credit Auto Owner Trust, Series 2005-C A3
    4.300     Aug 15 2009     —       544,532       —       544,532  
  —       750,000       —       750,000    
Harley-Davidson Motorcycle Trust, Series 2006-2 A2
    5.350     Mar 15 2013     —       755,703       —       755,703  
  3,790,153       —       —       3,790,153    
Honda Auto Receivables Owner Trust Series 2005-4, Class A2
    4.320     Jan 21 2008     3,782,530       —       —       3,782,530  
  —       500,000       —       500,000    
Household Automotive Trust, Series 2001-B A3
    4.350     Jun 15 2014     —       495,483       —       495,483  
  2,500,000       —       —       2,500,000    
Long Beach Auto Receivables Trust Series 2006-A, Class A4
    5.500     May 15 2013     2,521,875       —       —       2,521,875  
  —       700,000       —       700,000    
Long Beach Auto Receivables Trust Series 2005-A A3
    4.080     Jun 15 2010     —       694,972       —       694,972  
  —       750,000       —       750,000    
MBNA Credit Card Master Note Trust, Series 2005-A7 A7
    4.300     Feb 15 2011     —       740,868       —       740,868  
  —       350,000       —       350,000    
Nissan Auto Receivables Owner Trust, Series 2006-B A3
    5.160     Feb 15 2010     —       349,918       —       349,918  
  —       618,561       —       618,561    
Triad Auto Receivables Owner Trust, Series 2004-A A4
    2.500     Sep 13 2010     —       604,921       —       604,921  
  —       500,000       —       500,000    
USA A Auto Owner Trust, Series 2006-1 A3
    5.010     Sep 15 2010     —       499,360       —       499,360  
  —       425,000       —       425,000    
World Omni Auto Receivables Trust, Series 2005-A A4
    3.820     Nov 12 2011     —       416,228       —       416,228  
   
                               
 
                11,826,217       7,445,644       —       19,271,861  
   
                               
Financial - 2.7%
                                            
  —       375,000       —       375,000    
Aegis Asset Backed Securities trust, Series 2006-1 A1 (b)
    5.400     Jan 25 2037     —       375,000       —       375,000  
  —       56,387       —       56,387    
Amresco Residential Securities Mortgage Trust, Series 1998-2 M1F
    6.745     Jun 25 2028     —       56,144       —       56,144  
  —       300,000       —       300,000    
Atherton Franchisee Loan Funding, Series 1998-A A2 (h)
    6.720     May 15 2020     —       122,319       —       122,319  
  —       750,000       —       750,000    
Capital One Master Trust, Series 1998-1 A
    6.310     Jun 15 2011     —       762,690       —       762,690  
  —       250,000       —       250,000    
Capital One Multi-Asset Execution Trust, Series 2003-C1
    7.870     Mar 15 2011     —       257,969       —       257,969  
  —       750,000       —       750,000    
Centex Home Equity, Series 2004-D MV3
    6.320     Sep 25 2034     —       757,299       —       757,299  
  —       220,000       —       220,000    
Citibank Credit Card Issuance Trust, Series 2002-C3 C3
    6.530     Dec 12 2009     —       222,079       —       222,079  
  —       400,000       —       400,000    
Citibank Credit Card Issuance Trust, Series 2003-A3 A3
    3.100     Mar 10 2010     —       389,336       —       389,336  
  —       607,967       —       607,967    
Citibank Credit Card Issuance Trust, Series 2005-B1 B1
    4.400     Sep 15 2010     —       739,588       —       739,588  
  —       600,000       —       600,000    
Citibank Credit Card Issuance Trust, Series 2005-C5 C5
    4.950     Oct 25 2010     —       595,987       —       595,987  
  —       700,000       —       700,000    
CNH Equipment Trust, Series 2006-A A3
    5.200     Aug 16 2010     —       701,600       —       701,600  
  —       450,000       —       450,000    
Countrywide Asset Backed Certificates, Series 2006-2A1
    5.370     Apr 25 2028     —       450,000       —       450,000  
  —       500,000       —       500,000    
Discover Card Master Trust I, Series 2003-2 B
    3.850     Aug 15 2010     —       490,861       —       490,861  
  —       160,268       —       160,268    
DVI Receivables Corp., Series 03-1 D1
    7.270     Mar 14 2011     —       —       —     —  
  —       375,000       —       375,000    
Fremont Home Loan Trust, Series 2005-E 2A2
    5.490     Jan 25 2036     —       375,133       —       375,133  
  —       367,752       —       367,752    
GCO Slims Trust, Series 2006-1A
    6.590     Mar 1 2022     —       369,418       —       369,418  
  —       137,541       —       137,541    
Lehman ABS Manufactured Housing Contract, Series 2001-B A3
    4.370     May 17 2010     —       131,701       —       131,701  
  —       300,000       —       300,000    
Morgan Stanley ABS Capital I, Series 2004-HE4 M3
    6.820     May 25 2034     —       299,997       —       299,997  
   
 
                               
Total Financial
              —       7,097,121               7,097,121  
   
 
                               
Total Asset Backed (Cost $11,789,359, $14,728,888, $0 and $26,518,247, respectively)
                11,826,217       14,542,765     —       26,368,982  
   
The accompanying notes are an integral part of these pro forma financial statements.

 

                                                                             
                                    Interest   Maturity    
Principal Amount   Description   Rate   Date   Value
 
 
                                                        AXA Enterprise              
GS Enhanced   AXA Enterprise Short             Combined                   GS Enhanced   Short Duration Bond             Combined
Income Fund   Duration Bond Fund     adjustment   Proforma                   Income Fund   Fund   adjustment   Proforma
 
 
                               
U.S. Treasury Obligations - 8.4%
                                            
$ 11,000,000     $ —     $ —     $ 11,000,000    
United States Treasury Bonds
    4.625     Feb 29 2008   $ 10,971,642     $ —     $ —     $ 10,971,642  
  5,154,424       —       —       5,154,424    
United States Treasury Inflation Indexed Bonds
    3.500     Jan 15 2011     5,361,606       —       —       5,361,606  
  —       490,000       —       490,000    
United States Treasury Notes (e)
    3.125     Sep 15 2008     —       476,352       —       476,352  
  —       2,170,000       —       2,170,000    
United States Treasury Notes (e)
    4.625     Sep 30 2008     —       2,166,524       —       2,166,524  
  —       450,000       —       450,000    
United States Treasury Notes (e)
    3.125     Oct 15 2008     —       436,975       —       436,975  
  —       1,100,000       —       1,100,000    
United States Treasury Notes
    4.875     Oct 31 2008     —       1,103,695       —       1,103,695  
  —       575,000       —       575,000    
United States Treasury Notes (e)
    4.875     May 15 2009     —       578,279       —       578,279  
  —       895,000       —       895,000    
United States Treasury Notes (e)
    4.875     Aug 15 2009     —       900,803       —       900,803  
                                                 
                               
Total U.S. Treasury Obligations
                16,333,248       5,662,628     —       21,995,876  
                                                 
                               
Short Term Investments - 2.2%
                                            
  —       4,700,000       —       4,700,000    
Federal Home Loan Bank (f) (g)
    4.980     Nov 1 2006     —       4,699,350       —       4,699,350  
  —       954,389       —       954,389    
JP Morgan Chase Nassau
    4.770     Nov 1 2006     —       954,389       —       954,389  
                                                 
                               
Total Short-Term Securities (Cost $0, $5,654,390, $0 and $5,654,390, respectively)
              —       5,653,739     —       5,653,739  
                                                 
 
                               
TOTAL INVESTMENTS BEFORE REPURCHASE AGREEMENT AND SECURITIES LENDING COLLATERAL (Cost $192,230,617, $51,602,188, $(682,467) and $243,150,338), respectively
              $ 191,690,521     $ 51,326,325     $ (682,814 )   $ 242,334,031  
                                                 
 
                                    Interest   Maturity    
Principal Amount       Rate   Date   Value
 
 
                               
Repurchase Agreement (d) - 4.3%
                                            
 
  11,200,000       —       —       11,200,000    
Joint Repurchase Agreement Account II Maturity Value $11,201,655
    5.32%     11/1/2006     11,200,000       —       —       11,200,000  
                                                 
                               
Total Repurchase Agreements (Cost $11,200,000 $0, $0 and $11,200,000, respectively)
                11,200,000     —     —       11,200,000  
                                                 
 
                               
Securities Lending Collateral - 1.6%
                                            
  —       4,178,064.00       —       4,178,064    
Joint Repurchase Banc of America Securities LLC Maturity Value $4,178,681 (i)
    5.32%     11/1/2006     —       4,178,064       —       4,178,064  
                                                 
 
                               
Total Securities Lending Collateral (Cost $0, $4,178,064, $0 and $4,178,064, respectively)
              —       4,178,064     —       4,178,064  
                                                 
 
                               
TOTAL INVESTMENTS (Cost 203,430,617, $55,780,252, $0 and $259,210,869, respectively) - 98.7%
                202,890,521       55,504,388       (682,814 )     257,712,095  
                                                 
 
                               
Liabilities in excess of net assets / other assets in excess of net assets - 1.0%
                8,576,265       (5,945,520 )   682,814       3,313,559  
 
                               
NET ASSETS - 100.0%
              $ 211,466,786     $ 49,558,869     $ —     $ 261,025,655  
                                                 
 
 
The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
(a) Securities not registered under the Securities Act of 1933, as amended. Such securities have been determined to be illiquid by the investment advisor. At October 31, 2006, these securities amounted to $10,866,531 or approximately 4.16% of Net Assets.
(b) Variable rate security. Interest rate disclosed is that which is in effect at October 31, 2006.
(c) Security issued with a zero coupon. Income recognized through accretion of discount.
(d) Joint repurchase agreement was entered into on October 31, 2006.
(e) All or portion of security is on loan
(f) Discount note Security Effective rate calculated as of October 31, 2006
(g) Yield to maturity
(h) Illiquid Security
(i) The repurchase agreement is fully collateralized by U.S. government and/or agency obligations based on market prices at the date of this portfolio of investments
                                             
Investment Abbreviations:
                                            
CMO — Collateralized Mortgage Obligation
                                           
FNMA — Federal National Mortgage Association
                                            
LIBOR — London Interbank Offered Rate
                                            
 
                                            
The accompanying notes are an integral part of these pro forma financial statements.

 

 
ADDITIONAL INVESTMENT INFORMATION
 
FUTURES CONTRACTS — At October 31, 2006, the following futures contracts were open:
                                 
    Number of                
    Contracts   Settlement           Unrealized
Type   Long/(Short)   Month   Market Value   Gain (Loss)
 
Eurodollars
     (19 )   December 2006   $ (4,495,163 )   $ 41,183  
Eurodollars
     100     March 2007     23,695,000       45,910  
2 Year U.S. Treasury Notes
     (138 )   December 2006     (28,208,062 )     (53,202 )
5 Year U.S. Treasury Notes
     (55 )   December 2006     (5,805,938 )     (34,982 )
 
TOTAL
                   $ (14,814,163 )   $ (1,091 )
 

INTEREST RATE SWAP CONTRACT — At October 31, 2006, the Fund had an outstanding swap contract with the following terms:
 
                                         
                    Rates Exchanged
    
                Payments   Payments    
    Notional Amount       received by   made by   Unrealized
Swap Counterparty   (000s)   Termination Date   the Fund   the Fund   Loss
J.P. Morgan Securities, Inc.
   $ 20,000       02/17/2011     3 month LIBOR     5.091 %   $ (30,468 )
 
LIBOR — London Interbank Offered Rate

 

Pro Forma Combined Statement of Assets and Liabilities
For the Goldman Sachs Enhanced Income Fund and the AXA Enterprise Short Duration Fund
October 31, 2006 (Unaudited)
                                 
    Goldman Sachs   AXA Enterprise            
    Enhanced   Short Duration             Pro Forma  
    Income Fund
   Fund
    Adjustments
      Combined Fund
 
Assets:
                                
Investments in securities, at value (identified cost $203,430,617, $45,947,798, $0 and $249,378,415, respectively) — (including $0, $5,432,467, $0 and $5,432,467 of securities on loan, respectively)
   $ 202,890,521     $ 45,672,585     $ (682,814) (b)   $ 247,880,292  
Investments in short term securities, at value (cost $0, $5,654,389, $0 and $5,654,389, respectively)
     —       5,653,740       —       5,653,240  
Securities Lending collateral, at value (cost $0, $4,178,064, $0 and $4,178,064, respectively)
     —       4,178,064       —       4,178,064  
Cash
     1,154,419 (a)     —       —       1,154,419  
Receivables:
                                
Investment securities sold, at value
     —       4,282       682,814 (b)     687,096  
Fund shares sold
     7,509,157       232,230       —       7,741,387  
Interest, at value
     1,876,806       260,241       —       2,137,047  
Other assets
     931       43,403       —       44,334  
 
                                
Total assets
     213,431,834       56,044,545       —       269,476,379  
 
                                
 
                                
Liabilities:
                                
Payables:
                                
Investment securities purchased
     —       2,030,717       —       2,030,717  
Payable upon return of securities loaned
     —       4,178,064       —       4,178,064  
Fund shares repurchased
     1,449,495       39,765       —       1,489,260  
Amounts owed to affiliates
     86,022       —       —       86,022  
Swap Contract, at value
     30,468       —       —       30,468  
Income distribution
     151,456       171,355       —       322,811  
Bank overdraft
     —       1,800       —       1,800  
Variation Margin
     39,146       —       —       39,146  
Accrued expenses
     208,461       63,975       —       272,436  
 
                                
Total liabilities
     1,965,048       6,485,676       —       8,450,724  
 
                                
 
                                
Net Assets:
                                
Paid-in capital
     289,367,517       50,361,100       —       339,728,617  
Accumulated undistributed net investment income
     3,223,079       13,162       —       3,236,241  
Accumulated net realized (loss) on investments, futures and swaps transactions
     (80,552,155 )     (539,530 )     346 (b)     (81,091,339 )
Net unrealized gain on investments, futures and swaps
     (571,655 )     (275,863 )     (346 )(b)     (847,864 )
 
                                
Net Assets
   $ 211,466,786     $ 49,558,869     $ —     $ 261,025,655  
 
                                
 
                                
 
Net Assets:
                                
Class A
   $ 36,333,460     $ 16,869,508     $ 4,496,065 (c)   $ 57,698,857  
Class B
     —       6,569,396       —       6,569,396  
Class C
     —       4,496,112       (4,496,065 )(c)     —  
Institutional/Class Y
     173,430,029       21,623,784       —       195,053,587  
Administration
     1,703,297       —       —       1,703,297  
 
Shares Outstanding:
                                
Class A
     3,733,929       1,715,689       480,138 (c)     5,929,756  
Class B
     —       669,519       5,650 (c)     675,169  
Class C
     —       458,328       (458,328 )(c)        
Institutional/Class Y
     17,846,274       2,199,038       25,608 (c)     20,070,920  
Administration
     175,330       —       —       175,330  
 
Total shares outstanding, $0.001 par value (unlimited number of shares authorized)
     21,755,533       5,042,574       53,068 (c)     26,851,175  
 
Net assets value, offering and redemption price per share:(d)
                               
Class A
   $ 9.73       9.83     $ —     $ 9.73  
Class B
     —       9.81       —       9.73  
Class C
     —       9.81       —       —  
Institutional/Class Y
     9.72       9.83       —       9.72  
Administration
     9.71       —       —       9.71  
 
 
(a)   Includes restricted cash of $1,100,000 relating to initial margin requirements on futures transactions.
 
(b)   Adjustment to reflect proceeds on investments that do not meet GS Enhanced Income Fund’s investment criteria and are assumed to be sold at 10/31/06.
 
(c)   Adjustment to reflect reduction of shares based on GS Enhanced Income Fund’s NAV.
 
(d)   Maximum public offering price per share for Class A Shares is $9.88, $10.19, $0 and $9.88 for the GS Enhanced Income Fund, the AXA Enterprise Short Duration fund, 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 pro forma financial statements.

 

Pro Forma Combined Statement of Operations
For the Goldman Sachs Enhanced Income Fund and the AXA Enterprise Short Duration Fund
For year ended October 31, 2006 (Unaudited)
                                 
    Goldman Sachs   AXA Enterprise            
    Enhanced   Short Duration             Pro Forma  
    Income Fund   Fund     Adjustments       Combined Fund  
   
 
 
     
 
Investment Income:
                                
Interest (including securities lending income of $0, $6,071, $0 and $6,071, respectively)
   $ 11,737,016     $ 2,253,465     $ —     $ 13,990,481  
 
                                
Total income
     11,737,016       2,253,465       —       13,990,481  
 
Expenses:
                                
Management fees
     666,924       204,854       (85,754 )(a)     786,024  
Administrative fees
     —       27,201       (27,201 )(b)     —  
Distribution and service fees
     120,096       164,548       (38,176 )(b)     246,468  
Transfer agent fees
     164,354       111,500       (56,949 )(b)     218,905  
Custody and accounting fees
     115,297       9,000       4,457 (b)     128,754  
Printing fees
     73,323       17,185       (9,729 )(b)     80,779  
Registration fees
     30,000       45,234       (45,234 )(b)     30,000  
Audit fees
     50,530       29,300       (24,247 )(b)     55,583  
Legal fees
     26,865       5,564       (200 )(b)     32,229  
Trustee fees
     16,201       7,036       (7,036 )(b)     16,201  
Administration share fees
     5,230       —       —       5,230  
Other
     20,759       11,634       (6,507 )(b)     25,886  
 
                                
Total expenses
     1,289,579       633,056       (296,576 )     1,626,059  
Less — expense reductions
     (441,320 )     (158,847 )     (41,440 )(c)     (641,607 )
 
                                
Net Expenses
     848,259       474,209       (338,016 )     984,452  
 
                                
Net Investment Income (loss)
     10,888,757       1,779,256       338,016       13,006,029  
 
                                
 
Realized and unrealized gain (loss) on investment and futures transactions:
                                
Net realized gain (loss) from:
                                
Investment transactions
     (1,001,036 )     (331,237 )     346 (d)     (1,331,927 )
Futures transactions
     (64,921 )     —             (64,921 )
Swap contracts
     137,469       —       —       137,469  
Net change in unrealized gain (loss) on:
                                
Investments
     1,778,263       364,553       (346 )(d)     2,142,470  
Futures
     173,281               —       173,281  
Swap contracts
     (193,200 )             —       (193,200 )
 
                                
Net realized and unrealized gain on investment and futures transactions
     829,856       33,316       —       863,172  
 
                                
 
Net Increase in Net Assets Resulting from Operations
   $ 11,718,613     $ 1,812,572     $ —     $ 13,869,201  
 
                                
 
(a)   Adjustment to reduce management fee based on GS Enhanced Income Fund rates.
 
(b)   Adjustments to reflect the anticipated changes as a result of consolidation of transfer agent, printing, custody and accounting and other services.
 
(c)   Adjustment to reflect increase in expense reduction based on GS Enhanced Income Fund current expense cap and waivers.
 
(d)   Adjustment to reflect proceeds on investments that do not meet GS Enhanced Income Fund’s investment criteria and are assumed to be sold at 10/31/06.
The accompanying notes are an integral part of these pro forma financial statements.

 

 

GOLDMAN SACHS ENHANCED INCOME FUND
Notes to Pro Forma Financial Statements
For the Twelve Months Ended October 31, 2006 (Unaudited)
1. ORGANIZATION
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 the Goldman Sachs Enhanced Income Fund (the “Fund”). The Fund is a diversified portfolio offering four classes of shares — Class A, Class B, Institutional and Administration. Class A shares charge a maximum initial sales charge of 1.50%. The contingent deferred sales charge for Class B shares is 5.00% maximum declining to zero after six years for the Fund. Institutional and Administration shares are not subject to a sales charge.
AXA Enterprise Funds Trust (the “Enterprise Trust”) is registered under the Act as an open-end management investment company. The Enterprise Trust currently has sixteen active investment portfolios, including the Short Duration Bond Portfolio (the “Portfolio”) which offers four classes of shares—Class A, B, C, and Y.
2. BASIS OF COMBINATION
The unaudited pro forma Statement of Investments, Statement of Assets and Liabilities, and Statement of Operations ( “pro forma statements” ) reflect the accounts of the Fund as if the proposed reorganization occurred as of and for the twelve months ended October 31, 2006. Class A and Class C of the Portfolio will be combined with Class A of the Fund, Class B of the Portfolio will be combined with Class B of the Fund and Class Y of the Portfolio will be combined with Institutional Class of the Fund. These pro forma statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the period shown.
The Fund will be the accounting survivor for financial reporting purposes. The Plan of Reorganization provides for a tax-free acquisition of the Portfolio into the Fund. The acquisition is expected to be completed in April 2007.
3. SHARES OF BENEFICIAL INTEREST
These pro forma statements give effect to the proposed transaction whereby all assets of the Portfolio will be exchanged for shares of the Fund. The Fund will assume the liabilities, if any, of the Portfolio. Immediately thereafter, shares of the Fund will be distributed to the shareholders of the Portfolio. The Portfolio will be subsequently terminated.
The pro forma net asset value per share assumes the issuance of additional shares of the Fund, which would have been issued on October 31, 2006 in connection with the proposed reorganization. The amount of additional shares assumed to be issued under the reorganization was calculated based on the October 31, 2006 net assets of the Fund and the net asset value per share of the Fund. These amounts are summarized as follows:
                         
    Class A   Class B   Institutional
   
 
 
Shares Issued
     2,195,827       675,169       2,224,646  
Net Assets 10/31/2006
   $ 21,365,397     $ 6,569,396     $ 21,623,558  
Pro Forma Net Asset Value 10/31/2006
   $ 9.73     $ 9.73     $ 9.72  
4. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.
A. Investment Valuation — Portfolio securities for which market quotations are readily available are valued at market value on the basis of quotations furnished by a pricing service or provided by dealers in such securities. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Portfolio securities for which market quotations are

 

not readily available or are deemed not to reflect market value by the investment adviser are valued based on yield equivalents, pricing matrices or other sources, under valuation procedures established 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. 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 Fund based upon the relative proportion of net assets of each class.
     Certain mortgage security paydown gains and losses are recorded as interest income (loss) and are included in interest income in the accompanying Statements of Operations. Original issue discounts (OID) on debt securities are accreted to interest income over the life of the security with a corresponding increase in the cost basis of that security. Market discounts and market premiums on debt securities are accreted/amortized to interest income over the expected life of the security with a corresponding adjustment in the cost basis of that security.
     Pursuant to applicable law and procedures adopted by the Trust’s Board of Trustees, securities transactions in portfolio securities (including futures transactions) may be effected from time to time through Goldman Sachs or an affiliate. In order for Goldman Sachs or an affiliate, acting as agent, to effect securities or futures transactions for a Fund, the commissions, fees or other remuneration received by Goldman Sachs or an affiliate must be reasonable and fair compared to the commissions, fees or other remuneration received by other brokers in connection with comparable transactions involving similar securities or futures contracts.
C. Expenses — Expenses incurred by the Trust that do not specifically relate to an individual Fund of the Trust are allocated to the Fund on a straight-line and/or pro-rata basis depending upon the nature of the expense.
     Class A and Class B shareholders of the Fund bear all expenses and fees relating to its respective Distribution and Service Plans. Administration Shares bear all expenses and fees relating to their Administration Plan. Each class of shares separately bears its respective class-specific Transfer Agency fees.
D. Federal Taxes and Distributions to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable and tax-exempt 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 are declared daily and paid monthly. Capital gain distributions, if any, are declared and paid annually. Net capital losses are carried forward to future years and may be used to the extent allowed by the Code to offset any future capital gains. Utilization of capital loss carryforwards will reduce the requirement of future capital gain distributions.
     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from tax return of capital.
     The Fund had capital loss carryforwards as of its most recent fiscal year ended October 31, 2006. The year and amount of expiration for each capital loss carryforward is indicated below in (000):
                 
Capital Loss Carryforward*   The Portfolio   Enhanced Income Fund
 
 
Expiring 2009
   $ —     $ 7,623  
Expiring 2010
     —       65,332  
Expiring 2012
     —       7,471  
Expiring 2013
     187       —  
Expiring 2014
     352       127  
 
Total
   $ 539     $ 80,553  
 
*   Expiration occurs on October 31 of the year indicated. As a consequence of the reorganization, utilization of these losses may be limited under the Internal Revenue Code.

2

 

E. Futures Contracts — The Fund may enter into futures transactions to hedge against changes in interest rates, securities prices, currency exchange rates or to seek to increase total return. Futures contracts are valued at the last settlement price, or in the absence of a sale, the last bid price, at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Fund is required to segregate cash or securities equal to the minimum “initial margin” requirement of the associated futures exchange. Subsequent payments for futures contracts (“variation margin”) are paid or received by the Fund, dependent on the fluctuations in the value of the contracts, and are recorded for financial reporting purposes as unrealized gains or losses. When contracts are closed, the Fund realizes a gain or loss which is reported in the Statement of Operations.
     The use of futures contracts involve, to varying degrees, elements of market and counterparty risk which may exceed the amounts recognized in the Statement of Assets and Liabilities. Changes in the value of a futures contract may not directly correlate with changes in the value of the underlying securities. These risks may decrease the effectiveness of the Fund’s strategies and potentially result in a loss.
F. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase the securities at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to exceed the value of the repurchase agreement, including accrued interest. If the seller defaults or becomes insolvent, realization of the collateral by the Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Funds seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.
     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management or investment advisory agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, may transfer uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.
G. Securities purchased on a when-issued or delayed-delivery basis — The Fund may purchase securities on a when-issued or delayed-delivery basis. Securities purchased or sold on a when-issued or delayed-delivery basis may be settled a month or more after trade date; interest income is not accrued until settlement date. At the time a Fund enters into such transactions, it is required to have segregated assets with a current value at least equal to the amount of its when-issued or delayed-delivery purchase commitments. Credit risks exist on these commitments to the extent of any unrealized gains on the underlying securities purchased and any unrealized losses on the underlying securities sold. Market risk exists on these commitments to the same extent as if the securities were owned on a settled basis and gains and losses are recorded and reported in the same manner. In addition to the normal credit and market risks, transactions with delayed settlement dates may expose the Fund to greater risk that such transactions may not be consummated.
H. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, swap contracts, written options, mortgage dollar rolls, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate liquid assets with a current value equal to or greater than the market value of the corresponding transactions.
I. Swap Contracts — The Fund may enter into swap transactions for hedging purposes or to seek to increase total return. Risks may arise as a result of the failure of the counterparty to the swap contract to comply with the terms of the swap contract. The loss incurred by the failure of a counterparty is generally limited to the net payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a contract in evaluating potential credit risk. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying reference asset or index. Entering into these agreements involves, to varying degrees, market, liquidity, elements of credit, legal and documentation risk in excess of amounts recognized in the Statement of Assets and Liabilities.
     An interest rate swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specific prices, rates or indices for a specified amount of an underlying notional amount. The payment flows are usually netted against each other, with the difference being paid by one party to the other.
     Swaps are marked to market daily using either pricing vendor quotations, counterparty prices or models prices and the change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. An upfront payment made and/or received by the Funds, is recorded as an asset and/or liability on the Statement of Assets and Liabilities and is only recorded as a realized gain or loss

3

 

when either the contract’s term ends or, with respect to a Credit Default Swap, a credit event occurs. Periodic payments received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are also realized upon early termination of the swap agreements.
J. Treasury Inflation-Protected Securities — The Fund may invest in Treasury Inflation-Protected Securities (“TIPS”), specially structured bonds in which the principal amount is adjusted daily to keep pace with inflation, as measured by the U.S. Consumer Pricing Index (“CPI”). The adjustments for interest income due to inflation are reflected in interest income on the Statements of Operations. The repayment of the original bond principal upon maturity is guaranteed by the full faith and credit of the U.S. Government.
5. AGREEMENTS
GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees. As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, equally to an annual percentage rate of the Fund’s average daily net assets.
     GSAM receives a Management fee on a contractual basis at the following rates:
         
Average Daily Net Assets   Annual Rate  
 
Up to $1 Billion
     0.25 %
Next $1 Billion
     0.23 %
Over $2 Billion
     0.22 %
 
     Prior to February 28, 2006, the contractual Management Fees for the Fund as an annual percentage rate of average daily net assets was 0.25%. Prior to February 28, 2006, GSAM entered into a voluntary fee reduction commitment for the Fund in order to achieve the rates in the above table. In addition, GSAM voluntarily agreed to waive its management fee to 0.20% as an annual percentage rate of average daily net assets of the Fund for the fiscal year ended October 31, 2006.
     GSAM has voluntarily agreed to limit certain “Other Expenses” (excluding Management fees, Distribution and Service fees, Transfer Agency fees and expenses, Service Share fees, Account Service fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of the Fund. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. For the year ended October 31, 2006, the Other Expense limitations for the Fund as an annual percentage rate of average daily net assets were 0.014%.
     The Trust, on behalf of the 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% of the Fund’s average daily net assets attributable to Class A shares and 0.75% of the Fund’s average daily net assets attributable to Class B shares. Additionally Goldman Sachs and/or authorized dealer are entitled to receive, under the Plan, a separate fee for personal and account maintenance services equal to, on an annual basis, 0.25% of the Fund's average daily net assets attributable to Class B shares.
     Goldman Sachs serves as Distributor of the shares of the Fund pursuant to a Distribution Agreement. Goldman Sachs may retain a portion of the Class A sales load and Class B contingent deferred sales charges. For the twelve months ended October 31, 2006, Goldman Sachs advised the Fund that it retained approximately $3,800 and $0 for Class A and Class B, respectively.
     Goldman Sachs also serves as Transfer Agent of the Fund for a fee. Fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate as follows: 0.16% of the average daily net assets for Class A and Class B, and 0.04% of the average daily net assets for Institutional and Administration Shares.
     The Trust, on behalf of the Fund, has adopted an Administration Plan for Administration Shares. This plan allows for Administration Shares to compensate service organizations for providing varying levels of personal and account administration and shareholder administration services to its customers who are beneficial owners of such shares. The Administration Plan provides for compensation to the service organizations in an amount equal to, on an annualized basis, 0.25%, of the average daily net asset value of

4

 

the Administration Shares.
     For the twelve months ended October 31, 2006, GSAM has voluntarily agreed to waive certain fees and reimburse other expenses. In addition, the Fund has entered into certain offset arrangements with the custodian and transfer agent resulting in a reduction in the Fund’s expenses. The Fund’s expense reductions were approximately, $133,000, $5,000, $296,000 and $7,000 for Management Fee waiver, Transfer Agent Fee Reduction, Other Expense Reimbursement and Custody Fee Reduction, respectively. The Portfolio’s expense reductions were approximately, $159,000, $0, $0 and $0 for Management Fee waiver, Transfer Agent Fee Reduction, Other Expense Reimbursement and Custody Fee Reduction, respectively.
     At October 31, 2006, amounts owed to affiliates by the Fund were approximately $35,000, $8,000, $33,000 and $10,000 for Management, Distribution and Service, over reimbursement and Transfer Agent fees, respectively. In addition, amounts owed to affiliates by The Portfolio were approximately $0, $0, $0 and $0 for Management, Distribution and Service, over reimbursement and Transfer Agent fees, respectively.

5

 

Pro Forma Combined Statement of Investments for the Goldman Sachs ILA Prime Obligations Fund and the AXA Enterprise Funds Trust Money Market Portfolio
June 30, 2006 (Unaudited)
                                                                                     
                                        Interest   Maturity    
Principal Amount       Description           Rate   Date   Value
 		  
 		  
 
        AXA Enterprise                                                   AXA Enterprise            
GS ILA Prime   Money           Combined                               GS ILA Prime   Money           Combined
Obligations Fund   Market Portfolio   adjustment   Proforma                               Obligations Fund   Market Portfolio   adjustment   Proforma
 		  
 		  
 
                       
 
   Bank Notes - 1.2%                                                        
$ 5,000,000                   $
5,000,000.00
   Bank of America Corp.             4.22 %     8/30/2006     $ 5,000,000     $ —     $       $ 5,000,000  
                       
 
                                                            
  3,000                    
3,000.00
   National City Bank             4.79       1/16/2007       3,000,000                       3,000,000  
                                                         
                       
 
   Total Bank Notes                             8,000,000                       8,000,000  
                                                         
                       
 
                                                            
                       
 
   Commercial Paper and Corporate Obligations                                                        
                       
 
   Asset-Backed - 27.4%                                                        
          4,000,000            
4,000,000.00
   Abbey National             0.00       7/3/2006               3,998,833               3,998,833  
                       
 
                                                            
  5,000,000                    
5,000,000.00
   Adirondack Ltd.             4.94       7/3/2006       4,998,628                       4,998,628  
                       
 
                                                            
          4,000,000            
4,000,000.00
   AIG Funding             0.00       7/3/2006               3,998,829               3,998,829  
                       
 
                                                            
          4,000,000            
4,000,000.00
   Atlantis One             0.00       8/21/2006               3,970,023               3,970,023  
                       
 
                                                            
          4,000,000            
4,000,000.00
   Bryant Park Funding             0.00       8/22/2006               3,969,320               3,969,320  
                       
 
                                                            
          4,000,000            
4,000,000.00
   Beethoven             0.00       7/5/2006               3,997,760               3,997,760  
                       
 
                                                            
  5,000,000                    
5,000,000.00
   Citibank Credit Card Issuance Trust (Dakota Corp.)             5.29       8/17/2006       4,965,468                       4,965,468  
                       
 
                                                            
          4,000,000            
4,000,000.00
   Citi Group Funding                                     3,968,789                  
                       
 
                                                            
                       
 
   CRC Funding LLC                                                        
  5,000,000                    
5,000,000.00
                 5.05       7/25/2006       4,983,167                       4,983,167  
          4,000,000            
4,000,000.00
                 0.00       8/22/2006               3,969,378               3,969,378  
                                                         
                       
 
                                 4,983,167       3,969,378       0       8,952,545  
                                                         
                       
 
                                                            
  5,000,000                    
5,000,000.00
   Curzon Funding LLC             5.19       8/14/2006       4,968,314                       4,968,314  
                       
 
                                                            
                       
 
   FCAR Owner Trust Series II                                                        
  5,000,000                    
5,000,000.00
                 5.15       7/12/2006       4,992,132                       4,992,132  
          4,000,000            
4,000,000.00
                 0.00       7/5/2006               3,997,760               3,997,760  
                                                         
                       
 
                                 4,992,132       3,997,760       0       8,989,892  
                                                         
                       
 
                                                            
  5,000,000                    
5,000,000.00
   Fountain Square Commercial Funding Corp.             5.29       8/21/2006       4,962,529                       4,962,529  
                       
 
                                                            
  5,000,000                    
5,000,000.00
   Galleon Capital LLC             5.20       8/9/2006       4,971,833                       4,971,833  
                       
 
                                                            
                       
 
   Gemini Securitization Corp.                                                        
  5,000,000                    
5,000,000.00
                 5.20       8/10/2006       4,971,111                       4,971,111  
  5,000,000                    
5,000,000.00
                 5.13       8/31/2006       4,956,538                       4,956,538  
                                                         
                       
 
                                 9,927,649       0       —       9,927,649  
                                                         
                       
 
                                                            
          3,850,000            
3,850,000.00
   General Electric             5.35       10/17/2007               3,850,000               3,850,000  
                       
 
                                                            
  5,000,000                    
5,000,000.00
   K2 USA LLC             5.34       9/20/2006       4,939,925                       4,939,925  
                       
 
                                                            
  5,000,000                    
5,000,000.00
   Kitty Hawk Funding Corp.             5.20       7/17/2006       4,988,444                       4,988,444  
                       
 
                                                            
  5,000,000                    
5,000,000.00
   KLIO Funding Corp.             5.27       7/20/2006       4,986,106                       4,986,106  
                       
 
                                                            
  5,000,000                    
5,000,000.00
   KLIO II Funding Corp.             5.29       7/20/2006       4,986,053                       4,986,053  
                       
 
                                                            
  4,000,000                    
4,000,000.00
   Lake Constance Funding Ltd.             5.30       7/3/2006       3,998,822                       3,998,822  
                       
 
                                                            
  5,000,000                    
5,000,000.00
   Nieuw Amsterdam Receivables Corp.             5.25       7/17/2006       4,988,333                       4,988,333  
                       
 
                                                            
  5,000,000                    
5,000,000.00
   Park Granada LLC             5.06       7/13/2006       4,991,567                       4,991,567  
                       
 
                                                            
  5,000,000                    
5,000,000.00
   Ticonderoga Funding LLC             5.15       7/12/2006       4,992,132                       4,992,132  
                       
 
                                                            
  10,677,000                    
10,677,000.00
   Triple-A One Funding Corp.             4.99       7/20/2006       10,648,881                       10,648,881  
                       
 
                                                            
  5,000,000                    
5,000,000.00
   Variable Funding Capital Corp.             5.29       7/28/2006       4,980,163                       4,980,163  
                       
 
                                                            
                       
 
   Security and Commodity Broker, Dealers and Services                                                        
                       
 
   Bear Sterns & Cos., Inc.                                                        
  5,000,000                    
5,000,000.00
                 5.32       7/3/2006       4,998,522                       4,998,522  
          4,000,000            
4,000,000.00
                 0.00       8/22/2006               3,969,262               3,969,262  
                                                         
                       
 
                                 4,998,522       3,969,262       —       8,967,784  
                                                         
                       
 
                                                            
          4,000,000            
4,000,000.00
   BNP Paribas             0.00       7/3/2006               3,998,829               3,998,829  
                       
 
                                                            
          4,000,000            
4,000,000.00
   Deutsche Bank             0.00       7/3/2006               3,998,822               3,998,822  
                       
 
                                                            
          4,000,000            
4,000,000.00
   Harrier             0.00       7/6/2006               3,997,200               3,997,200  
                       
 
                                                            
          4,000,000            
4,000,000.00
   Intensa Funding             0.00       7/3/2006               3,998,829               3,998,829  
                       
 
                                                            
          4,000,000            
4,000,000.00
   Prudential Funding             0.00       7/3/2006               3,998,831               3,998,831  
                       
 
                                                            
          4,000,000            
4,000,000.00
   Sigma Securities             0.00       8/22/2006               3,969,436               3,969,436  
                       
 
                                                            
          4,000,000            
4,000,000.00
   Three Pillars             0.00       7/3/2006               3,998,827               3,998,827  
                       
 
                                                            
          4,000,000            
4,000,000.00
   UBS Finance             0.00       7/3/2006               3,998,829               3,998,829  
                                                         
                       
 
                                                            
                       
 
   Total Commercial Paper and Corporate Obligations                             104,268,668       71,649,557       0       175,918,225  
                                                         
                       
 
                                                            
                       
 
   Time Deposits - 4.9%                                                        
          5,000,000            
5,000,000.00
   American Express             5.25       7/3/2006               5,000,000               5,000,000  
                       
 
                                                            
          1,741,243            
1,741,243.12
   Chase Nassau             4.58       12/31/2049               1,741,243               1,741,243  
The accompanying notes are an integral part of these pro forma financial statements.

 

                                                                                         
                                        Interest   Maturity    
Principal Amount   Description           Rate   Date   Value
 		  
 		  
 
        AXA Enterprise                                                   AXA Enterprise            
GS ILA Prime   Money           Combined                               GS ILA Prime   Money           Combined
Obligations Fund   Market Portfolio   adjustment   Proforma                               Obligations Fund   Market Portfolio   adjustment   Proforma
 		  
 		  
 
        $ 5,000,000            
$5,000,000.00
   State street             5.25       7/3/2006     $ —     $ 5,000,000             $ 5,000,000  
                       
 
                                                            
          5,000,000            
5,000,000.00
   National City             5.25       7/3/2006               5,000,000               5,000,000  
                       
 
                                                            
          5,000,000            
5,000,000.00
   Manufacturers             5.27       7/3/2006               5,000,000               5,000,000  
                       
 
                                                            
          5,000,000            
5,000,000.00
   Key Bank             5.28       7/3/2006               5,000,000               5,000,000  
                       
 
                                                            
          5,000,000            
5,000,000.00
   Branch Banking             5.27       7/3/2006               5,000,000               5,000,000  
                                                         
                       
 
                                                            
                       
 
   Total Time Deposits                             —       31,741,243       —       31,741,243  
                                                         
                       
 
                                                            
                       
 
   Certificates of Deposit - 3.4%                                                    
  3,000,000                    
3,000,000.00
   Bank of New York             4.76       12/5/2006       3,000,000                       3,000,000  
                       
 
                                                            
  5,000,000                    
 
   Citibank, N.A.             5.20       8/31/2006       5,000,000                       5,000,000  
                       
 
                                                            
  5,000,000                    
5,000,000.00
   Suntrust Bank             4.73       11/28/2006       4,999,702                       4,999,702  
                       
 
                                                            
                       
 
   Wells Fargo Bank                                                        
  2,000,000                    
2,000,000.00
                 4.08       7/31/2006       2,000,000                       2,000,000  
  3,000,000                    
3,000,000.00
                 4.74       1/10/2007       3,000,000                       3,000,000  
  2,000,000                    
2,000,000.00
                 4.78       1/24/2007       1,999,664                       1,999,664  
  2,000,000                    
2,000,000.00
                 5.06       2/26/2007       2,000,000                       2,000,000  
                                                         
                       
 
                                 8,999,664       —       —       8,999,664  
                                                         
                       
 
                                                            
                       
 
   Total Certificates of Deposit                             21,999,366       —       —       21,999,366  
                                                         
                       
 
                                 .                          
                       
 
                                                            
                       
 
   Government Agency Securities (a) - 2.3%                                                    
  10,000,000                    
10,000,000.00
   FNMA             5.11       9/7/2006       9,998,620                       9,998,620  
  5,000,000                    
5,000,000.00
   FNMA             5.01       7/7/2006       4,999,323                       4,999,323  
                                                         
                       
 
                                                            
                       
 
   Total Government Agency Securities                             14,997,943       —       —       14,997,943  
                                                         
                       
 
                                                            
                       
 
   Master Demand Note - 1.6%                                                    
  10,000,000                    
10,000,000.00
   Bank of America Securities LLC             5.38       7/31/2006       10,000,000                       10,000,000  
                                                         
                       
 
   Variable Rate Obligations (a) - 15.3%                                                    
  3,000,000                    
3,000,000.00
   Bank of America Corp.             5.25       7/24/2006       3,000,000                       3,000,000  
                       
 
                                                            
          4,000,000            
 
   Caterpillar             5.14       7/10/2006               4,000,000               4,000,000  
                       
 
                                                            
  10,000,000                    
 
   Fifth Third Bank             5.08       7/6/2006       9,999,527                       9,999,527  
                       
 
                                                            
                       
 
   General Electric             5.35       10/17/2007       5,000,000                       5,000,000  
                       
 
                                                            
                       
 
   Merrill Lynch & Co., Inc.                                                        
  10,000,000                    
10,000,000.00
                 5.19       7/5/2006       10,004,378                       10,004,378  
  5,000,000                    
5,000,000.00
                 5.42       7/11/2006       5,004,379                       5,004,379  
          2,000,000            
 
                 5.42       7/11/2007               2,000,000               2,000,000  
                                                         
                       
 
                                 15,008,757       2,000,000       —       17,008,757  
                                                         
                       
 
                                                            
  20,000,000                    
20,000,000.00
   Monumental Life Insurance Co. (b)             5.28       7/1/2006       20,000,000                       20,000,000  
                       
 
                                                            
  5,000,000                    
5,000,000.00
   Morgan Stanley             5.15       7/3/2006       5,000,000                       5,000,000  
                       
 
                                                            
          5,000,000            
 
   Royal Bank of Canada             5.20       11/7/2008               5,000,000               5,000,000  
                       
 
                                                            
                       
 
   Suntrust Bank                                                        
  5,000,000                    
5,000,000.00
                 5.10       7/10/2006       5,000,000                       5,000,000  
  5,000,000                    
5,000,000.00
                 5.29       7/27/2006       5,000,000                       5,000,000  
                                                         
                       
 
                                 10,000,000       —       —       10,000,000  
                                                         
                       
 
                                                            
  10,000,000                    
10,000,000.00
   US Bank, NA             5.28       7/31/2006       9,999,509                       9,999,509  
                       
 
                                                            
  9,007,418                    
9,007,418.00
   Wachovia Asset Securitization, Inc. (b)             5.31       7/25/2006       9,007,418                       9,007,418  
                                                         
                       
 
                                                            
                       
 
   Total Variable Rate Obligations                             87,015,211       11,000,000       —       98,015,211  
                                                         
                       
 
                                                            
                       
 
   TOTAL INVESTMENTS BEFORE REPURCHASE AGREEMENT                           $ 246,281,188     $ 114,390,800     $ —     $ 360,671,988  
                                                         
                       
 
                                                            
Principal Amount
  Interest Rate     Maturity Date   Value  
 		  
 		  
 
                       
 
   Repurchase Agreement (c) - 41.3%                                                    
                       
 
                                                            
                       
 
   Citigroup Global Markets, Inc.                                                        
                       
 
   5.40% 7/3/2006 Maturity                                                        
                       
 
   Value $5,002,250                                                        
                       
 
                                                            
                       
 
   5.36     7/3/2006      Maturity                                                        
                       
 
   Value $5,002,233                                                        
                       
 
   Repurchase Agreements issued by Citigroup Global Markets,                                                        
                       
 
   Inc., with a amortized cost of $10,000,000 are collaterized by                                                        
                       
 
   a corporate issue 4.25%, due 10/25/2035. The aggregate market                                                        
                       
 
   value of the collateral, including accrued interest, was                                                        
  10,000,000                    
10,000,000
   $10,005,903             5.36 - 5.40       7/3/2006       10,000,000                       10,000,000  
                       
 
   Joint Repurchase Agreement Account II
                    5.28%		                                                        
                       
 
   7/3/2006              Maturity Value                                                        
  265,700,000                    
265,700,000
   $265,816,908     2.97                   5/2/2005       265,700,000       —       —       265,700,000  
                       
 
                                                            
                       
 
   Wachovia Capital Markets                                                        
                       
 
   5.38%     7/3/2006      Maturity                                                        
                       
 
   Value $5,002,242                                                        
                       
 
   Collateralized by various corporate issues 0.00% to 8.25%,                                                        
                       
 
   due 5/1/2010 to 9/25/2035. The aggregate market value                                                        
  5,000,000                    
5,000,000
   of the collateral, including aggrued interest, was $5,250,224                           5,000,000                       5,000,000  
                                                         
                       
 
   Total Repurchase Agreements - 5.38%                             280,700,000       —       —       280,700,000  
                                                         
                       
 
                                                            
                       
 
   Total Investments - 99.8%                         526,981,188       114,390,800       —       641,371,988  
                                                         
                       
 
                                                            
                       
 
   Other Assets in Excess of Liabilities - 0.2%                         586,462       678,514               1,264,976  
                       
 
                                                            
                       
 
   Net Assets - 100.0%                         527,567,650       115,069,314               642,636,964  
                                                         
                       
 
   The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.                                                        
 
(a) Variable or floating rate security index is based on either LIBOR or Federal Funds rate.
The accompanying notes are an integral part of these pro forma financial statements.

 

   
(b) Securities not registered under the Securities Act of 1933, as amended. Such securities have been determined to be illiquid by the investment advisor. At June 30, 2006, these securities amounted to $29,007,418 or approximately 4.5% of Net Assets.
 
(c) Unless noted, all repurchase agreements were entered into on June 30, 2006.
 
Investment Abbreviations:  
FNMA — Federal National Mortgage Association  
LIBOR — London Interbank Offered Rate  
   
The accompanying notes are an integral part of these pro forma financial statements.

 

 
ADDITIONAL INVESTMENT INFORMATION
 
FUTURES CONTRACTS — At April 30, 2005, the following futures contracts were open for the Core Fixed Income Fund:
                                                      
                 
Type   Number of
contracts Long		   Settlement
month		   Market Value   Unrealized
Loss
Eurodollars
     264     June 2005   $ 63,739,500     $ 33,052  
Eurodollars
     308     September 2005     74,116,350       (66,143 )
Eurodollars
     511     December 2005     122,723,038       (234,307 )
Eurodollars
     90     March 2006     21,586,500       10,974  
Eurodollars
     113     June 2006     27,071,975       (84,417 )
Eurodollars
     (184 )   September 2006     (44,040,400 )     30,892  
Eurodollars
     (476 )   December 2006     (113,841,350 )     293,891  
Eurodollars
     50     March 2007     11,955,000       (22,893 )
Eurodollars
     40     June 2007     9,560,500       (6,734 )
U.S. Treasury Bonds
     667     June 2005     76,600,781       2,138,051  
2 Year U.S. Treasury Notes
     292     June 2005     60,649,313       18,166  
5 Year U.S. Treasury Notes
     (1,470 )   June 2005     (159,426,094 )     207,739  
10 Year German Federal Republic Bonds
     808     June 2005     125,490,477       142,794  
10 Year U.S. Treasury Notes
     1     June 2005     111,422       529  
                     
 
                   $ 276,297,012     $ 2,461,594  
 
JOINT REPURCHASE AGREEMENT ACCOUNT II — At April 30, 2005, the Core Fixed Income Fund had an undivided interest in the following Joint Repurchase Agreement Account II which equaled $648,000,000 in principal amount.
                                 
Repurchase Agreements   Principal
Amount		   Interest
Rate		   Maturity
Date		   Maturity
Value
Banc of America Securities LLC
   $ 900,000,000       2.97 %     5/2/2005     $ 900,222,750  
Barclays Capital PLC
     1,700,000,000       2.97       5/2/2005       1,700,420,750  
Bear Stearns & Co.
     300,000,000       2.98       5/2/2005       300,074,500  
Deutsche Bank Securities, Inc.
     610,000,000       2.97       5/2/2005       610,150,975  
Greenwich Capital Markets
     400,000,000       2.97       5/2/2005       400,099,000  
Merrill Lynch
     250,000,000       2.97       5/2/2005       250,061,875  
Morgan Stanley & Co.
     1,411,700,000       2.97       5/2/2005       1,412,049,396  
UBS Securities LLC
     750,000,000       2.95       5/2/2005       750,184,375  
UBS Securities LLC
     450,000,000       2.96       5/2/2005       450,111,000  
Westdeutsche Landesbank AG
     900,000,000       2.97       5/2/2005       900,222,750  
 
TOTAL
   $ 7,671,700,000                     $ 7,673,597,371  
 
At April 30, 2005, the Joint Repurchase Agreement Account II was fully collateralized by Federal Home Loan Bank, 0.00% to 14.00%, due 08/15/2005 to 03/23/2015; Federal Home Loan Mortgage Association, 0.00% to 12.25%, due 07/12/2005 to 05/01/2035; Federal National Mortgage Association, 0.00% to 15.50%, due 05/04/2005 to 05/01/2035; and Government National Mortgage Association, 4.50% to 6.50%, due 05/15/2018 to 04/20/2035.

 

 

SWAP CONTRACTS — At April 30, 2005, the Core Fixed Income Fund had outstanding swap contracts with the following terms:
                                                 
                            Rate Type    
            Notional Amount          
Payments received
 
Payments made by		   Unrealized Gain
Swap Type   Swap Counterparty       (000s)   Termination Date   by the Fund   the Fund   (Loss)
 
 
   Banc of America                           3 month LIBOR        
Interest Rate
   Securities LLC   $ 60,000       12/27/2006       3.43 %   Floating   $ 48,169  
 
   Banc of America                           3 month LIBOR        
Interest Rate
   Securities LLC     281,330       5/6/2008       4.35 %   Floating     —  
 
   Banc of America                           3 month LIBOR        
Interest Rate
   Securities LLC     100,000       10/14/2008       3.51 %   Floating     (2,217,960 )
 
   Banc of America                           3 month LIBOR        
Interest Rate
   Securities LLC     93,000       4/21/2010       4.29 %   Floating     (198,384 )
 
   Banc of America                   3 month LIBOR                
Interest Rate
   Securities LLC     120,500       5/4/2011     Floating     4.53 %     —  
 
   Banc of America                           3 month LIBOR        
Interest Rate
   Securities LLC     65,000       4/19/2012       4.55 %   Floating     302,960  
 
   Banc of America                   3 month LIBOR                
Interest Rate
   Securities LLC     20,000       11/12/2019     Floating     5.07 %     (873,351 )
 
   Banc of America                   3 month LIBOR                
Interest Rate
   Securities LLC     80,000       3/23/2020     Floating     5.11 %     (2,516,738 )
 
   Banc of America                           3 month LIBOR        
Interest Rate
   Securities LLC     9,000       3/30/2035       5.32 %   Floating     472,996  
 
   Banc of America                           3 month LIBOR        
Interest Rate
   Securities LLC     10,000       4/9/2035       5.27 %   Floating     434,661  
 
 
                                           $ (4,547,647 )
 
FORWARD FOREIGN CURRENCY CONTRACTS — At April 30, 2005, the Core Fixed Income Fund had outstanding forward foreign currency exchange contracts, both to purchase and sell foreign currencies as follows:
                                         
                            Unrealized
Open Forward Foreign Currency           Value on      
 
 
 
Purchase Contracts   Expiration Date   Settlement Date   Current Value   Gain   Loss
 
Australian Dollar
     6/15/2005     $ 16,341,000     $ 16,597,522     $ 256,522     $ —  
Canadian Dollar
     6/15/2005       5,512,000       5,431,860       —       80,140  
Euro
     6/15/2005       5,481,000       5,395,047       —       85,953  
Great Britain Pound
     6/15/2005       11,097,000       11,085,243       —       11,757  
Japanese Yen
     6/15/2005       5,585,000       5,642,277       57,277       —  
Norwegian Krone
     6/15/2005       21,771,000       21,699,224       —       71,776  
 
TOTAL OPEN FORWARD FOREIGN CURRENCY PURCHASE CONTRACTS
           $ 65,787,000     $ 65,851,173     $ 313,799     $ 249,626  
 
                            Unrealized  
Open Forward Foreign Currency           Value on          
 
 
 
 
 
Sale Contracts     Expiration Date     Settlement Date     Current Value     Gain     Loss  
 
Canadian Dollar
     6/15/2008     $ 10,911,000     $ 10,774,320     $ 136,680     $ —  
Euro
     5/27/2005       3,511,565       3,497,507       14,058       —  
Euro
     6/15/2008       5,512,000       5,472,298       39,702       —  
Great Britain Pound
     6/15/2008       5,430,000       5,459,040       —       29,040  
Japanese Yen
     6/15/2008       5,430,000       5,572,075       —       142,075  
Swedish Krona
     6/15/2008       5,430,000       5,382,342       47,658       —  
Swiss Franc
     6/15/2008       32,632,000       32,492,220       139,780       —  
 
TOTAL OPEN FORWARD FOREIGN CURRENCY SALE CONTRACTS
           $ 68,856,565     $ 68,649,802     $ 377,878     $ 171,115  
 

 

 

Pro Forma Combined Statement of Assets and Liabilities
For the Goldman Sachs ILA Prime Obligations Fund and the AXA Enterprise Money Market Fund
June 30, 2006 (Unaudited)
                                 
    Goldman Sachs   AXA Enterprise            
    ILA Prime   Money Market           Pro Forma
    Obligations Fund   Fund   Adjustments   Combined Fund
   
 
 
 
Assets:
                                
Investments in securities, based on amortized cost — unaffiliated issuers
   $ 246,281,188     $ 114,390,800     $ —     $ 360,671,988  
Repurchase agreements, at value based on amortized cost — unaffiliated issuers
     280,700,000       —       —       280,700,000  
Cash
     42,812       2,035,591       —       2,078,403  
Receivables:
                                
Interest, at value
     1,133,024       77,818       —       1,210,842  
Reimbursement from adviser
     10,845               —       10,845  
Other assets
     22,804       106,407       —       129,211  
 
                                
Total assets
     528,190,673       116,610,616       —       644,801,289  
 
                                
 
                                
Liabilities:
                                
Payables:
                                
Dividend distribution
     235,710       415,349       —       651,059  
Fund shares repurchased
     —       6,638       —       6,638  
Amounts owed to affiliates
     247,869       —       —       247,869  
Accrued expenses
     139,444       1,119,315       —       1,258,759  
 
                                
Total liabilities
     623,023       1,541,302       —       2,164,325  
 
                                
 
                                
Net Assets:
                                
Paid-in capital
     527,573,102       115,065,563       —       642,638,665  
Accumulated undistributed net investment income (loss)
     12,035       1,982       —       14,017  
Accumulated net realized gain (loss) on investments
     (17,487 )     1,769       —       (15,718 )
 
                                
Net Assets
   $ 527,567,650     $ 115,069,314     $ —     $ 642,636,964  
 
                                
 
                                
 
Net Assets:
                                
ILA Units
   $ 136,285,483     $ —     $ —     $ 136,285,483  
ILA Admin Units
     89,042,680       —       —       89,042,680  
ILA Service Units
     264,745,974       71,347,301       —       346,710,448  
ILA Class B
     12,447,312       23,563,065       —       36,010,377  
ILA Class C
     19,089,063       9,541,774       —       28,630,837  
ILA Cash Management Shares
     5,956,718       10,617,173       (10,617,173 )     5,956,718  
 
Shares Outstanding:
                                
ILA Units
     136,286,891       —       — (a)   $ 136,286,891  
ILA Admin Units
     89,043,600       —       —       89,043,600  
ILA Service Units
     264,748,710       71,345,259       10,616,790 (a)     346,710,759  
ILA Class B
     12,447,861       23,562,833       — (a)     36,010,694  
ILA Class C
     19,089,260       9,541,449       — (a)     28,630,709  
ILA Cash Management Shares
     5,956,780       10,616,790       (10,616,790 )(a)     5,956,780  
 
Total shares outstanding, $0.001 par value (unlimited number of shares authorized)
     527,573,102       115,066,331       0       642,639,433  
 
Net assets value, offering and redemption price per share: (c)
                               
ILA Units
   $ 1.00     $ —     $ —     $ 1.00  
ILA Admin Units
     1.00       —       —       1.00  
ILA Service Units
     1.00       1.00       —       1.00  
ILA Class B
     1.00       1.00       —       1.00  
ILA Class C
     1.00       1.00       —       1.00  
ILA Cash Management Shares
     1.00       1.00       —       1.00  
 
(a)   Adjustment to reflect reduction of shares based on GS ILA Prime Obligations Fund’s NAV.
The accompanying notes are an integral part of these pro forma financial statements.

 

 

Pro Forma Combined Statement of Operations
For the Goldman Sachs ILA Prime Obligations Fund and the AXA Enterprise Money Market Fund
June 30, 2006 (Unaudited)
                                 
    Goldman Sachs                
    ILA Prime   AXA Enterprise            
    Obligations   Money Market           Pro Forma
    Fund   Fund   Adjustments   Combined Fund
   
 
 
 
Investment Income:
                                
Interest
   $ 21,979,676     $ 5,106,774     $ —     $ 27,086,450  
 
                                
Total income
     21,979,676       5,106,774       —       27,086,450  
 
Expenses:
                                
Management fees
     1,801,761       396,234       23,682 (a)     2,221,677  
Administrative fees
     139,670       77,268       (77,268 )(b)     139,670  
Distribution and service fees
     354,618       —       338,845 (b)     693,463  
Transfer agent fees
     205,917       572,559       (480,128 )(b)     298,348  
Custody and accounting fees
     100,274       72,847       (58,829 )(b)     114,292  
Printing fees
     29,534       30,430       (26,989 )(b)     32,975  
Registration fees
     93,738       83,314       (72,394 )(b)     104,658  
Audit fees
     24,317       28,474       (26,042 )(b)     26,749  
Legal fees
     53,081       23,475       (12,859 )(b)     63,697  
Trustee fees
     11,757       43,820       (43,820 )(b)     11,757  
Service share fees
     954,806       —       332,622 (b)     1,287,428  
Cash management share fees
     29,834       —       (104 )(b)     29,730  
Other
     59,449       153,519       (143,130 )(b)     69,838  
 
                                
Total expenses
     3,858,756       1,481,940       (246,414 )     5,094,282  
Less — expense reductions
     (173,348 )     (644,389 )     647,442 (c)     (170,295 )
 
                                
Net Expenses
     3,685,408       837,551       401,029       4,923,988  
 
                                
Net Investment Income (loss)
     18,294,268       4,269,223       (401,029 )     22,162,462  
 
                                
 
                                
Realized and unrealized gain (loss) on investment and futures transactions:
                                
Net realized gain (loss) from:
                                
Investment transactions
     (12,814 )     1,768       —       (11,046 )
 
                                
Net realized on investment and futures transactions
     (12,814 )     1,768       —       (11,046 )
 
                                
 
                                
Net Increase in Net Assets Resulting from Operations
   $ 18,281,454     $ 4,270,991     $ (401,029 )   $ 22,151,416  
 
                                
 
(a)   Adjustment to reduce management fee based on GS ILA Prime Obligations Fund rates.
 
(b)   Adjustments to reflect the anticipated adjustment as a result of consolidation of transfer agent, printing, custody and accounting and other services.
 
(c)   Adjustment to reflect increase in expense reduction based on GS ILA Prime Obligations Fund current expense cap and waivers.
The accompanying notes are an integral part of these pro forma financial statements.

 

 

GOLDMAN SACHS PRIME OBLIGATION PORTFOLIO
Notes to Pro Forma Financial Statements
For the Twelve Months Ended June 30, 2006 (Unaudited)
1. ORGANIZATION
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 the Goldman Sachs Prime Obligation Portfolio (the “Portfolio”). The Portfolio is a diversified portfolio offering six classes of shares – ILA Units, ILA Administration Units, ILA Service Units, ILA Cash Management Shares, ILA Class B Units and ILA Class C Units.
AXA Enterprise Funds Trust (the “Enterprise Trust”) is registered under the Act as an open-end management investment company. The Enterprise Trust currently has sixteen active investment portfolios, including the Money Market Fund (the “Fund”) which offers four classes of shares—Class A, B, C, and Y.
2. BASIS OF COMBINATION
The unaudited pro forma Statement of Investments, Statement of Assets and Liabilities, and Statement of Operations ( “pro forma statements” ) reflect the accounts of the Fund as if the proposed reorganization occurred as of and for the twelve months ended June 30, 2006. Class A and Class Y of the Fund will be combined with ILA Service Shares of the Portfolio, Class B of the Fund will be combined with ILA Class B Units of the Portfolio and Class C of the Fund will be combined with ILA Class C Units of the Portfolio. These pro forma statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the period shown.
The Portfolio will be the accounting survivor for financial reporting purposes. The Plan of Reorganization provides for a tax-free acquisition of the Fund into the Portfolio. The acquisition is expected to be completed in April 2007.
3. SHARES OF BENEFICIAL INTEREST
These pro forma statements give effect to the proposed transaction whereby all assets of the Portfolio will be exchanged for shares of the Fund. The Portfolio will assume the liabilities, if any, of the Fund. Immediately thereafter, shares of the Portfolio will be distributed to the shareholders of the Fund. The Fund will be subsequently terminated.
The pro forma net asset value per share assumes the issuance of additional shares of the Portfolio, which would have been issued on June 30, 2006 in connection with the proposed reorganization. The amount of additional shares assumed to be issued under the reorganization was calculated based on the June 30, 2006 net assets of the Portfolio and the net asset value per share of the Portfolio. These amounts are summarized as follows:
                         
    ILA Service   ILA Class B   ILA Class
    Units   Units   C Units
   
 
 
Shares Issued
     81,962,049       23,562,833       9,541,449  
Net Assets 06/30/2006
   $ 81,964,474     $ 23,563,065     $ 9,541,774  
Pro Forma Net Asset Value 06/30/2006
   $ 1.00     $ 1.00     $ 1.00  
4. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies consistently followed by the Portfolio. 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 — ILA uses the amortized-cost method, as permitted by Rule 2a-7 under the Act, for valuing portfolio securities, which approximates market value. Under this method, all investments purchased at a discount or at a premium are valued by accreting or amortizing the difference between the original purchase price and maturity value of the issue over the period to maturity.
B. Security Transactions and Interest Income — Security transactions are recorded on trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified cost basis. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted. Net investment income (other than class specific expenses) and realized gains or losses are allocated daily to each class of units/shares of the Portfolios based upon the relative proportion of net assets of each class.
C. Federal Taxes — It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable and tax-exempt income to its unit/shareholders. Accordingly, no federal tax provisions are required. Income distributions to unit/shareholders are declared and recorded daily and paid monthly by the Portfolio.
          The characterization of distributions to unit/shareholders for financial reporting purposes is determined in accordance with U.S. Federal income tax rules, which may differ from generally accepted accounting principles.
     The Portfolio had capital loss carryforwards as of its most recent fiscal year ended December 31, 2005. The year and amount of expiration for each capital loss carryforward is indicated below in (000):
                                 
Capital Loss Carryforward*   The Fund   ILA Prime Obligation Portfolio
 
 
Expiring 2013
   $ —     $ 8  
 
Total
   $ —     $ 8  
 
     
*   Expiration occurs on December 31 of the year indicated. As a consequence of the reorganization, utilization of these losses may be limited under the Internal Revenue Code.
D. Expenses — Expenses incurred by the Trust that do not specifically relate to an individual Portfolio of the Trust are allocated to the Portfolios on either a straight-line or pro rata basis depending upon the nature of the expense.
Unit/Shareholders of Administration, Service, Class B, Class C and Cash Management Share classes bear all expenses and fees paid to service organizations under Distribution and Service, Administration and Service Plans as described in footnote 5.
E. Forward Commitment Transactions — The Portfolio may enter into forward commitments. These transactions involve a commitment by a Portfolio to purchase or sell securities for a predetermined price or yield, with payment and delivery taking place beyond the customary settlement. As a result of entering into these transactions, the Portfolio is required to segregate liquid assets equal to or greater than the market value of the corresponding transactions. The securities in the forward commitment transactions do not begin to accrue interest income until the settlement date of these securities. Losses may arise due to changes in the market value of the security or from the inability of counterparties to meet their obligations with respect to the terms of the transaction.
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 Portfolio, 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 Portfolio may be delayed or limited and there may be a decline in the value of the collateral during the period while the Portfolio seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Portfolio’s custodian or designated subcustodians under triparty repurchase agreements.
     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Portfolio, together with other registered investment companies having management agreements with Goldman Sachs Asset

2

 

Management, L.P. (“GSAM”), or its affiliates, transfers uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.
5. AGREEMENTS
GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Portfolio. Under this Agreement, GSAM manages the Portfolio, 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 Portfolio’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, at an annual rate equal to 0.35% of the Fund’s average daily net assets.
     GSAM has voluntarily agreed to reduce or limit the total operating expenses of the Portfolio (excluding Distribution and Service fees, Administration, Cash Management and Service plan fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) such that total operating expenses will not exceed 0.434% of the average daily net assets of the Portfolio. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Portfolio is not obligated to reimburse GSAM for prior fiscal year expense reimbursement, if any.
     For the twelve months ended June 30, 2006, GSAM has voluntarily agreed to waive certain fees and reimburse other expenses. In addition, the Portfolio has entered into certain offset arrangements with the custodian resulting in a reduction in the Portfolio’s expenses. The Portfolio’s expense reductions were approximately, $19,000, $152,000, and $2,000 for CMS Share Distribution Fee Waiver, Other Expense Reimbursements, Custody Fee Reduction, respectively. The Fund’s expense reductions were approximately, $0, $644,000, and $0 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively.
     The Trust, on behalf of the Portfolio, which offers Class B Units and Class C Units, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, Goldman Sachs is entitled to a monthly fee for distribution services and personal and account maintenance fees equal to, on an annual basis, 0.75% and 0.25% of the Fund’s average daily net assets attributable to Class B and Class C Units which may be reallowed to Authorized Dealers.
     The Trust, on behalf of the Portfolio, which offers Cash Management Shares, has adopted a Distribution Plan. Under the Distribution Plan, Goldman Sachs and/or Authorized Dealers are entitled to a monthly fee from the Portfolio for distribution services equal to, on an annual basis 0.50% of the average daily net assets attributable to Cash Management Shares. GSAM has voluntarily agreed to waive a portion of the Distribution fees equal to 0.43%, on an annual basis, of the average daily net assets attributable to Cash Management Shares.
     Goldman Sachs acts as ILA’s Distributor under a Distribution Agreement for which it receives no additional compensation other than amounts related to the Distribution and Service Plan except for a portion of the Class B and Class C Units contingent deferred sales charges. For the twelve months ended June 30, 2006, Goldman Sachs has advised the Portfolio that it retained approximately $100 in CDSC charges from Class C Units, and did not retain any amounts from Class B Units.
     The Trust, on behalf of the Portfolio, has adopted an Administration and Service Plan (“the Plan”). The plan allows for Administration Units, Service Units, and Cash Management Shares, to compensate service organizations including affiliates of Goldman Sachs for providing varying levels of account administration and unitholder/shareholder liaison services to their customers who are beneficial owners of such units. The Plan provides for compensation to the service organizations in an amount equal to 0.15%, 0.40% and 0.50%(on an annualized basis), respectively, of the average daily net asset value of the respective Units/Shares.
     Goldman Sachs also serves as the Transfer Agent for the Portfolio and is entitled to a fee calculated daily and payable monthly at an annual rate of 0.04% of the average daily net assets of each class.
     At June 30, 2006, amounts owed to affiliates by the Portfolio were approximately $151,000, $26,000, $17,000 and $54,000 for Management, Distribution and Service, Transfer Agent fees and Affiliated Dealers, respectively. In addition, amounts owed to affiliates by The Fund were approximately $0, $0, $0 and $0 for Management, Distribution and Service, Transfer Agent fees and Affiliated Dealers, respectively.

3

 

AXA Enterprise Multimanager Funds Trust
AXA Enterprise Multimanager Core Equity Fund
AXA Enterprise Multimanager Growth Fund
AXA Enterprise Multimanager Mid Cap Growth Fund
AXA Enterprise Multimanager Mid Cap Value Fund
AXA Enterprise Multimanager Value Fund
AXA Enterprise Multimanager International Equity Fund
AXA Enterprise Multimanager Technology Fund
AXA Enterprise Multimanager Core Bond Fund
AXA Enterprise Aggressive Allocation Fund
AXA Enterprise Conservative Allocation Fund
AXA Enterprise Moderate Allocation Fund
AXA Enterprise Moderate-Plus Allocation Fund
Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 450
Atlanta, Georgia 30326
                    , 2007
Dear Shareholder:
      On behalf of the Board of Trustees of AXA Enterprise Multimanager Funds Trust (“Enterprise Multimanager Trust”), we are pleased to invite you to a special meeting of shareholders of the Enterprise Multimanager Trust’s funds named above (each fund, an “AXA Enterprise Fund” and, together, the “AXA Enterprise Funds”) to be held at [                     a.m.] (Eastern time) on April 25, 2007 at the offices of AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104 (the “Special Meeting”). At the Special Meeting, you will be asked to approve an Agreement and Plan of Reorganization, dated as of January                    , 2007 (the “Reorganization Agreement”), by and between Enterprise Multimanager Trust and the Goldman Sachs Trust (“GST”), which contemplates the reorganization of each of the AXA Enterprise Funds into a corresponding fund of GST (each a “GST Fund” and, together, the “GST Funds”) as follows:
     
AXA Enterprise Funds   GST Funds
     
AXA Enterprise Multimanager Core Equity Fund
   Goldman Sachs Structured U.S. Equity Fund†
AXA Enterprise Multimanager Growth Fund
   Goldman Sachs Structured Large Cap Growth Fund†
AXA Enterprise Multimanager Mid Cap Growth Fund
   Goldman Sachs Growth Opportunities Fund
AXA Enterprise Multimanager Mid Cap Value Fund
   Goldman Sachs Mid Cap Value Fund
AXA Enterprise Multimanager Value Fund
   Goldman Sachs Structured Large Cap Value Fund
AXA Enterprise Multimanager International Equity Fund
   Goldman Sachs Structured International Equity Fund
AXA Enterprise Multimanager Technology Fund
   Goldman Sachs Tollkeeper Fund
AXA Enterprise Multimanager Core Bond Fund
   Goldman Sachs Core Plus Fixed Income Fund
AXA Enterprise Aggressive Allocation Fund
   Goldman Sachs Equity Growth Strategy Portfolio
AXA Enterprise Conservative Allocation Fund
   Goldman Sachs Balanced Strategy Portfolio
AXA Enterprise Moderate Allocation Fund
   Goldman Sachs Growth and Income Strategy Portfolio
AXA Enterprise Moderate-Plus Allocation Fund
   Goldman Sachs Growth Strategy Portfolio
 
† In a separate combined proxy statement/prospectus, it is also proposed that the: (1) AXA Enterprise Capital Appreciation Fund of AXA Enterprise Funds Trust be reorganized into the Goldman Sachs Structured U.S. Equity Fund; and (2) AXA Enterprise Equity Fund of AXA Enterprise Funds Trust be reorganized into the Goldman Sachs Structured Large Cap Growth Fund.
      Enterprise Multimanager Trust’s Trustees recommend that you vote to approve the proposed reorganizations.

 

      In considering these matters, you should note:
•  Similar Investment Objectives and Policies
      Each of the AXA Enterprise Funds is proposed to be reorganized into an existing GST Fund, each of which has investment objectives and policies that are similar to those of its corresponding AXA Enterprise Fund.
•  Same Aggregate Value of Shares
      The GST Fund shares you receive in the reorganization will have the same total dollar value as the total dollar value of the AXA Enterprise Fund shares that you held immediately prior to the reorganization. Your receipt of those GST Fund shares is intended to be tax-free under the federal tax law (although there can be no assurances that the Internal Revenue Service will not adopt a contrary position), and no front-end or contingent deferred sales charges will be charged as a result of the exchange.
•  Reasons for the Reorganizations
      At a meeting held on October 23, 2006, AXA Financial, Inc. and AXA Equitable Life Insurance Company (“AXA”), the investment adviser to the AXA Enterprise Funds, informed the Enterprise Multimanager Trust Trustees that AXA had entered into an agreement with Goldman Sachs Asset Management, L.P. (“GSAM”) under which GSAM would acquire certain assets associated with AXA’s retail mutual fund business. AXA also noted that, as part of this transaction, it was contemplated that each AXA Enteprise Fund would reorganize into a corresponding series of GST. AXA stated its belief that the reorganization of each AXA Enterprise Fund into its corresponding GST Fund is in the best interests of shareholders of the AXA Enterprise Fund and recommended that the Enterprise Multimanager Trust Trustees approve the proposed reorganizations. After reviewing and considering, with the assistance of independent legal counsel, a number of factors relating to GST, the GST Funds, GSAM and Goldman, Sachs & Co., the Enterprise Multimanager Trust Trustees determined that the reorganization of the AXA Enterprise Funds into corresponding GST Funds is in the best interest of the shareholders of each of the AXA Enterprise Funds.
      To see how the reorganizations will affect your AXA Enterprise Funds, please carefully review the enclosed materials where you will find information on the expenses, investment policies and services relating to the corresponding GST Funds.
* * * * *
      The formal Notice of Special Meeting, a Combined Proxy Statement/ Prospectus, a Proxy Ballot and certain GST Fund prospectuses are enclosed. If you own shares in more than one of the AXA Enterprise Funds, more than one Proxy Ballot accompanies these materials. Please be sure to vote and return each Proxy Ballot.
      Whether or not you plan to attend the Special Meeting, you may vote by proxy in any of the following ways:
  1.      Internet – Instructions for casting your vote via the Internet can be found in the enclosed proxy voting materials. The required control number is printed on your enclosed Proxy Ballot. If this feature is used, you are giving authorization for another person to execute your proxy and there is no need to mail the Proxy Ballot.
 
  2.      Telephone – Instructions for casting your vote via telephone can be found in the enclosed proxy voting materials. The toll-free telephone number and required control number are printed on your enclosed Proxy Ballot. If this feature is used, you are giving authorization for another person to execute your proxy and there is no need to mail the Proxy Ballot.
 
  3.      By mail – If you vote by mail, please indicate your voting instructions on the enclosed Proxy Ballot, date and sign the card, and return it in the envelope provided. The envelope is addressed for your convenience and needs no postage if mailed in the United States.

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      Please return your Proxy Ballot(s) or follow the instructions in the enclosed materials to vote on-line or by telephone so that your vote will be counted.
      Your vote is important to us regardless of the number of shares that you own. Please vote by returning your Proxy Ballot(s) today in the enclosed postage-paid envelope. You also may vote your proxy by a toll-free phone call or by voting on-line, as indicated in the enclosed materials.
      The proposed reorganizations and the reasons for the Enterprise Multimanager Trust Trustees’ recommendation are discussed in detail in the enclosed materials, which you should read carefully. If you have any questions about the reorganizations, please do not hesitate to contact Enterprise Multimanager Trust toll free at 1-800-432-4320.
      We look forward to your attendance at the Special Meeting or receiving your proxy card(s) or your on-line or telephone instructions so that your shares may be voted at the Special Meeting.
  Sincerely,
 
  Steven M. Joenk
  President

3

 

AXA ENTERPRISE MULTIMANAGER FUNDS TRUST
GOLDMAN SACHS TRUST
                    , 2007
Questions & Answers
For Shareholders of AXA Enterprise Multimanager Funds Trust:
      The following questions and answers provide an overview of the proposals to reorganize your portfolio of AXA Enterprise Multimanager Funds Trust (“Enterprise Multimanager Trust”) into a corresponding portfolio offered by the Goldman Sachs Trust (“GST”). We also encourage you to read the full text of the combined proxy statement/prospectus (the “Proxy/ Prospectus”) that follows.
 
Q: What are Enterprise Multimanager Trust shareholders being asked to vote upon?
 
A: Enterprise Multimanager Trust shareholders are being asked in the attached Proxy/ Prospectus to consider and approve an Agreement and Plan of Reorganization dated as of January      , 2007 (the “Reorganization Agreement”) under which each of the funds offered by Enterprise Multimanager Trust (except for the AXA Enterprise Multimanager Health Care Fund) (each, an “AXA Enterprise Fund” and, together, the “AXA Enterprise Funds”) would reorganize into a corresponding fund offered by GST (each, a “GST Fund” and, together, the “GST Funds”). Enterprise Multimanager Trust shareholders will vote on the Reorganization Agreement on a fund by fund basis.
 
Q. Why has the reorganization of the AXA Enterprise Funds into corresponding GST Funds been recommended?
 
A: The Enterprise Multimanager Trust Board of Trustees (the “Enterprise Multimanager Trust Trustees”) have determined that the reorganization of the AXA Enterprise Funds into corresponding GST Funds is in the best interest of the shareholders of each of the AXA Enterprise Funds. At a meeting held on October 23, 2006, AXA Financial, Inc. and AXA Equitable Life Insurance Company (“AXA Equitable” and together with AXA Financial, Inc., “AXA”), the investment adviser to the AXA Enterprise Funds, informed the Enterprise Multimanager Trust Trustees that AXA had entered into an agreement with Goldman Sachs Asset Management, L.P. (“GSAM”) under which GSAM would acquire certain assets associated with AXA’s retail mutual fund business. AXA also noted that, as part of this transaction, it was contemplated that each AXA Enterprise Fund would reorganize into a corresponding series of GST. AXA stated its belief that the reorganization of each AXA Enterprise Fund into its corresponding GST Fund is in the best interests of shareholders of the AXA Enterprise Fund and recommended that the Enterprise Trust Trustees approve the proposed reorganizations.
 
The Enterprise Multimanager Trust Trustees reviewed and considered, with the assistance of independent legal counsel, a number of factors relating to GST, the GST Funds, Goldman Sachs Asset Management, L.P. (“GSAM”) and Goldman, Sachs & Co. The Enterprise Multimanager Trust Trustees also considered that neither Enterprise Multimanager Trust nor GST will bear any direct fees or expenses in connection with the reorganization or any explicit brokerage commissions resulting from portfolio transactions executed on behalf of the AXA Enterprise Funds in preparation for, or immediately following, the reorganization. Under the Reorganization Agreement, which contemplates the reorganization of each of the AXA Enterprise Funds into a corresponding GST Fund, all of the fees, expenses and explicit brokerage commissions in connection with entering into and carrying out the transactions contemplated by the Reorganization Agreement whether or not the transactions contemplated are concluded will be paid by AXA Equitable (or an affiliate) or GSAM (or an affiliate).

1

 

Q: What is the anticipated timing of the reorganizations?
 
A: The special meeting of shareholders to consider the proposal is scheduled to occur on April 25, 2007. If all necessary approvals are obtained, the proposed reorganizations will likely take place immediately before the opening of business on April 30, 2007.
 
Q: Who will receive the Proxy/ Prospectus material?
 
A: The Proxy/ Prospectus has been mailed to all persons and entities that held shares of record in an AXA Enterprise Fund on February 12, 2007. Please note that in some cases record ownership of and/or voting authority over AXA Enterprise Fund shares may reside with a fiduciary or other agent. In these cases, the fiduciary or other agent may receive the Proxy/ Prospectus.
 
Q: How are the AXA Enterprise Funds proposed to be reorganized?
 
A: As you may know, Enterprise Multimanager Trust consists of thirteen separate mutual funds, twelve of which would be affected by the proposed reorganizations. The Reorganization Agreement for these AXA Enterprise Funds, approved by the Enterprise Multimanager Trust Trustees, contemplates the reorganization of each AXA Enterprise Funds into a corresponding GST Fund having similar investment objectives and policies. Under the Reorganization Agreement, each AXA Enterprise Fund will be reorganized into the corresponding GST Fund listed directly opposite such AXA Enterprise Fund in the table below.
     
AXA Enterprise Funds   GST Funds
     
AXA Enterprise Multimanager Core Equity Fund
AXA Enterprise Multimanager Growth Fund
AXA Enterprise Multimanager Mid Cap Growth Fund
AXA Enterprise Multimanager Mid Cap Value Fund
AXA Enterprise Multimanager Value Fund
AXA Enterprise Multimanager International Equity Fund
AXA Enterprise Multimanager Technology Fund
AXA Enterprise Multimanager Core Bond Fund
AXA Enterprise Aggressive Allocation Fund
AXA Enterprise Conservative Allocation Fund
AXA Enterprise Moderate Allocation Fund		   Goldman Sachs Structured U.S. Equity Fund
Goldman Sachs Structured Large Cap Growth Fund
Goldman Sachs Growth Opportunities Fund
Goldman Sachs Mid Cap Value Fund
Goldman Sachs Structured Large Cap Value Fund
Goldman Sachs Structured International Equity Fund
Goldman Sachs Tollkeeper Fund
Goldman Sachs Core Plus Fixed Income Fund
Goldman Sachs Equity Growth Strategy Portfolio
Goldman Sachs Balanced Strategy Portfolio
Goldman Sachs Growth and Income Strategy Portfolio
AXA Enterprise Moderate-Plus Allocation Fund   Goldman Sachs Growth Strategy Portfolio
At the same time that shareholders are being asked to approve the reorganization of the AXA Enterprise Funds into the GST Funds, it is expected that, subject to shareholder approval requested in separate proxy statements, fourteen additional portfolios of AXA Enterprise Funds Trust will be reorganized into corresponding funds of GST. In this regard, it is proposed that: (1) in addition to the AXA Enterprise Multimanager Core Equity Fund, the AXA Enterprise Capital Appreciation Fund will be reorganized into the Goldman Sachs Structured U.S. Equity Fund; and (2) in addition to the AXA Enterprise Multimanager Growth Fund, the AXA Enterprise Equity Fund will be reorganized into the Goldman Sachs Structured Large Cap Growth Fund. A separate proxy/ prospectus has been mailed to shareholders of the AXA Enterprise Funds Trust.
 
Each GST Fund has investment objectives and policies that are similar to the corresponding AXA Enterprise Fund being reorganized into it.
 
Q: Which class of shares of the GST Funds will I receive in the reorganizations?
 
A: Holders of AXA Enterprise Fund Class A Shares will receive GST Fund Class A Shares, holders of AXA Enterprise Fund Class B Shares will receive GST Fund Class B Shares, holders of AXA Enterprise Fund Class C Shares will receive GST Fund Class C Shares, holders of AXA Enterprise Fund Class Y Shares will receive GST Fund Institutional Shares and holders of AXA Enterprise Funds Class P Shares will receive GST Fund Class A Shares.

2

 

The sales loads and Rule 12b-1 fees for each class of shares of the GST Funds generally are similar to those of the corresponding class of shares of the AXA Enterprise Funds, except that Class A shares of the GST Funds (other than the Goldman Sachs Core Plus Fixed Income Fund) are subject to a higher front-end sales load equal to 5.50% of the offering price for Class A shares (versus 4.75% for Class A shares of the corresponding AXA Enterprise Funds), but a lower Rule 12b-1 fee equal to an annual rate of 0.25% of each GST Fund’s average daily net assets attributable to Class A shares (versus either 0.30% or 0.45% for Class A shares of the AXA Enterprise Funds).
 
If the reorganization of an AXA Enterprise Fund is approved by its shareholders, shareholders of that AXA Enterprise Fund who do not wish to have their AXA Enterprise Fund shares exchanged for shares of a corresponding GST Fund as part of the reorganization should redeem their shares prior to the consummation of the reorganization. If you redeem your shares, you will recognize a taxable gain or loss based on the difference, if any, between your tax basis in the shares and the amount you receive for them. In addition, if you redeem your shares prior to the reorganization and your shares are subject to a contingent deferred sales charge, your redemption proceeds will be reduced by any applicable sales charge.
 
Q: What are the key differences between my AXA Enterprise Fund and the corresponding GST Fund?
 
A. AXA Equitable has recommended the acquiring fund in each reorganization based on, among other factors, its evaluation of the compatibility of your fund’s investment objective and policies with those of the acquiring fund. There are, however, certain differences in investment objectives, principal investment policies and strategies, and principal risks between your fund(s) and the acquiring fund(s). Please see the Proxy Statement/ Prospectus for more details on these differences, including comparative data on fees and performance. The following chart provides a brief summary of some of the more significant factors considered by your fund’s boards.
         
Reorganization   Key Considerations
     
AXA Enterprise
Multimanager Core
Equity Fund into		   •   Each Fund seeks the long-term growth of capital and invests primarily in equity securities of large-cap U.S. issuers that meet a combination of value and growth investing criteria.
Goldman Sachs
Structured		   •   The investment objective of the GST Fund includes an income component, while the AXA Enterprise Fund’s investment objective does not.
U.S. Equity Fund   •   The investment adviser for the GST Fund, unlike the investment sub-advisers for the AXA Enterprise Fund, relies primarily on a quantitative investment style.
    •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $1.5 billion versus $12 million.
    •   The net annual operating expense ratio of each class of shares of the GST Fund for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.
 
AXA Enterprise
Multimanager		   •   Each Fund seeks long-term growth of capital and invests primarily in equity securities of large U.S. companies that meet growth investing criteria.
Growth Fund into
Goldman Sachs		   •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $1.0 billion versus $11 million.
Structured Large
Cap Growth Fund		   •   The net annual operating expense ratio of each class of shares of the GST Fund for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.

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Reorganization   Key Considerations
     
 
AXA Enterprise
Multimanager Mid		   •   Each Fund seeks long-term growth of capital and invests primarily in equity securities of medium sized U.S. companies that meet growth investing criteria.
Cap Growth Fund
into Goldman		   •   The GST Fund has a substantially larger asset base than the AXA Enterprise Fund with net assets of approximately $1.8 billion versus $15 million.
Sachs Growth
Opportunities Fund		   •   The net annual operating expense ratio of each class of shares of the GST Fund for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.
 
AXA Enterprise
Multimanager Mid		   •   Each Fund seeks long-term growth of capital and invests primarily in equity securities of medium sized U.S. companies that meet value investing criteria.
Cap Value Fund
into Goldman		   •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $6.1 billion versus $19 million.
Sachs Mid Cap
Value Fund		   •   The net annual operating expense ratio of each class of shares of the GST Fund for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.
 
AXA Enterprise
Multimanager		   •   Each Fund seeks long-term growth of capital and invests primarily in equity securities of large-cap U.S. issuers that meet value investing criteria.
Value Fund into
Goldman Sachs		   •   The investment objective of the GST Fund includes an income component, while the AXA Enterprise Fund’s investment objective does not.
Structured Large
Cap Value Fund		   •   The investment adviser for the GST Fund, unlike the investment sub-advisers for the AXA Enterprise Fund, relies primarily on a quantitative investment style.
    •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $1.3 billion versus $51 million.
    •   The net annual operating expense ratio of each class of shares of the GST Fund for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.
 
AXA Enterprise
Multimanager
International		   •   Each Fund seeks long-term growth of capital and invests primarily in equity securities of foreign companies and may also invest in securities of companies located in emerging markets.
Equity Fund into
Goldman Sachs
Structured		   •   The GST Funds has a policy of investing primarily in large-cap companies, while the AXA Enterprise Fund has greater flexibility to invest in companies of any market capitalization.
International
Equity Fund		   •   The investment adviser uses a quantitative investment style unlike the investment adviser to the AXA Enterprise Fund.
    •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $2.4 billion versus $47 million.
    •   The net annual operating expense ratio of each class of shares of the GST Fund for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.

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Reorganization   Key Considerations
     
 
AXA Enterprise
Multimanager		   •   Each Fund seeks long-term growth of capital and invests primarily in equity securities of technology companies.
Technology Fund
into Goldman
Sachs Tollkeeper
Fund		   •   The AXA Enterprise Fund may invest in foreign securities to a greater extent than the GST Fund. In addition, the AXA Enterprise Fund is non-diversified under the Investment Company Act of 1940 (“1940 Act”), which means that it may invest in a limited number of issuers. The GST Fund also may invest in a relatively few number of issuers in comparison to other funds but is considered diversified under the 1940 Act.
    •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $275 million versus $60 million.
    •   The net annual operating expense ratio of each class of shares of the Goldman Sachs Fund for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.
 
AXA Enterprise
Multimanager Core
Bond Fund into
Goldman Sachs		   •   Each Fund seeks a combination of capital appreciation and income and invests primarily in fixed income securities. Each Fund also seeks to maintain a target duration that is comparable to that of the Lehman Brothers Aggregate Bond Index.
Core Plus Fixed
Income Fund		   •   Each Fund may invest in foreign securities, including emerging market securities. The GST Fund’s investments in emerging markets are limited to 15% of the Fund’s total assets. The AXA Enterprise Fund’s investments in foreign securities that are denominated in foreign currencies are limited to 10% of total assets.
    •   The net annual operating expense ratio of each class of shares of the GST Fund is expected to be lower than that of the corresponding class of shares of the AXA Enterprise Fund.
 
AXA Enterprise
Aggressive
Allocation Fund
into Goldman
Sachs Equity		   •   Each Fund is a “fund of funds” that seeks long-term capital appreciation by investing primarily in underlying funds that emphasize equity investments. The GST Fund normally invests substantially all of its assets in equity investments, while the AXA Enterprise Fund normally invests approximately 90% of its assets in equity investments and 10% in fixed income investments.
Growth Strategy
Portfolio		   •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $431 million versus $19 million.
    •   The net annual operating expense ratio of each class of shares of the GST Fund (including underlying fund expenses) for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.
 
AXA Enterprise
Conservative
Allocation Fund		   •   Each Fund is a “fund of funds” that seeks current income by investing primarily in underlying funds that emphasize investments in fixed income securities.
into Goldman
Sachs Balanced
Strategy Fund		   •   The GST Fund also seeks long-term capital appreciation as part of its objective and generally invests a greater portion of its assets (about 40%) in underlying funds that emphasize investments in equity securities than the AXA Enterprise Fund (about 20%).
    •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $372 million versus $7 million.
    •   The net annual operating expense ratio (including underlying fund expenses) of each class of shares of the GST Fund for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.

5

 

         
Reorganization   Key Considerations
     
 
AXA Enterprise
Moderate
Allocation
Fund into		   •   Each Fund is a “fund of funds” that seeks long-term capital appreciation by investing in a combination of underlying funds that emphasize either equity or fixed income investments. The GST Fund also seeks current income as part of its objective.
Goldman Sachs
Growth and
Income Strategy
Fund		   •   The GST Fund normally invests about 60% of its total assets in equity investments and 40% in fixed income investments, while the AXA Enterprise Fund normally invests its assets about equally in equity and fixed income investments.
    •   The GST Fund is significantly larger than the AXA Enterprise Fund with net assets of approximately $1.6 billion versus $23 million.
    •   The net annual operating expense ratio of each class of shares of the GST Fund (including underlying fund expenses) for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.
 
AXA Enterprise
Moderate-Plus
Allocation Fund
   •   Each Fund is a “fund of funds” that seeks capital appreciation and, secondarily, current income by investing in a combination of underlying funds that emphasize either equity or fixed income investments.
into Goldman
Sachs Growth
Strategy Fund		   •   The GST Fund normally invests about 80% of its assets in equity investments and 20% in fixed income investments, while the AXA Enterprise Fund normally invests about 70% of its assets in equity investments and 30% in fixed income investments.
    •   The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $1.4 billion versus $129 million.
    •   The net annual operating expense ratio of each class of shares of the GST Fund (including underlying fund expenses) for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.
Q: What are the costs and federal tax implications to shareholders in connection with the proposed reorganizations?
 
A: Neither Enterprise Multimanager Trust nor GST will bear any direct fees or expenses in connection with the reorganizations or any explicit brokerage commissions resulting from portfolio transactions executed on behalf of the AXA Enterprise Funds in preparation for, or immediately following, the reorganizations. Under the Reorganization Agreement, GSAM (or an affiliate) and AXA Equitable (or an affiliate) have agreed to pay all of the fees, expenses and explicit brokerage commissions in connection with entering into and carrying out the transactions contemplated by the Reorganization Agreement whether or not the transactions contemplated are concluded.
 
No sales charge will be imposed on the shares of a GST Fund issued to you in a reorganization, which means that the aggregate value of the GST Fund shares issued to you will be equal to the aggregate value of the AXA Enterprise Fund shares that you own immediately prior to the reorganization. In addition, each reorganization is intended to be tax-free under the federal tax law (however, there can be no assurance that the Internal Revenue Service will not adopt a contrary position). However, immediately prior to the reorganizations, each AXA Enterprise Fund will declare and pay a final distribution to its shareholders of all of its investment company taxable income (and net tax-exempt income, if any) for taxable years ending on or before the effective time of its reorganization and all of its net capital gain, if any, recognized in those years. The sale of securities by an AXA Enterprise Fund prior to its reorganization, whether in the ordinary course of business or in anticipation of the reorganization, could increase the amount of the final distribution it makes before the reorganization.

6

 

Q: Can one of the proposed reorganizations take place without the others?
A:      Yes. The proposed reorganizations are not conditioned on each other. If shareholders of one AXA Enterprise Fund approve the proposed reorganization of their AXA Enterprise Fund, it will proceed whether or not the proposed reorganizations for the other AXA Enterprise Funds proceed. However, no reorganization of any AXA Enterprise Fund will be consummated until either all of the AXA Enterprise Funds of Enterprise Multimanager Trust approve the Reorganization Agreement or shareholders of the AXA Enterprise Funds with combined total assets under management of at least $1,000,000,000 approve the Reorganization Agreement. Under certain circumstances detailed in the Reorganization Agreement, an AXA Enterprise Fund reorganization involving one or more AXA Enterprise Funds may be consummated with a lesser amount of combined total assets under management.

7

 

AXA Enterprise Multimanager Funds Trust
AXA Enterprise Multimanager Core Equity Fund
AXA Enterprise Multimanager Growth Fund
AXA Enterprise Multimanager Mid Cap Growth Fund
AXA Enterprise Multimanager Mid Cap Value Fund
AXA Enterprise Multimanager Value Fund
AXA Enterprise Multimanager International Equity Fund
AXA Enterprise Multimanager Technology Fund
AXA Enterprise Multimanager Core Bond Fund
AXA Enterprise Aggressive Allocation Fund
AXA Enterprise Conservative Allocation Fund
AXA Enterprise Moderate Allocation Fund
AXA Enterprise Moderate-Plus Allocation Fund
Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 450
Atlanta, Georgia 30326
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held On April 25, 2007
To Shareholders of AXA Enterprise Multimanager Funds Trust:
      NOTICE IS GIVEN THAT a special meeting of the shareholders (the “Special Meeting”) of the investment portfolios named above (each, an “AXA Enterprise Fund” and together, the “AXA Enterprise Funds”) of AXA Enterprise Multimanager Funds Trust (“Enterprise Multimanager Trust”), will be held at [                    a.m.] (Eastern time), on April 25, 2007 at the offices of AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, New York 10104 for the purpose of considering and voting upon:
  ITEM 1. With respect to each AXA Enterprise Fund, a proposal to approve an Agreement and Plan of Reorganization by and between Enterprise Multimanager Trust and the Goldman Sachs Trust (“GST”), which provides for and contemplates: (1) the transfer of substantially all of the assets of that AXA Enterprise Fund to a corresponding investment portfolio of GST (each, a “GST Fund” and together, the “GST Funds”) in exchange solely for shares of the designated classes of the GST Fund and its assumption of substantially all of that AXA Enterprise Fund’s liabilities; and (2) the distribution of those shares to the shareholders of each AXA Enterprise Fund in liquidation thereof, as described in the attached Combined Proxy Statement and Prospectus.
      Your Trustees unanimously recommend that you vote in favor of the proposal.
      Shareholders of record as of the close of business on February 12, 2007 are entitled to notice of, and to vote at, the Special Meeting or any adjournment(s) thereof.
      You are requested to mark, date, sign and return promptly in the enclosed envelope the accompanying proxy ballot(s) that is/are being solicited by the Enterprise Multimanager Trust Board of Trustees. This is important to ensure a quorum at the Special Meeting. You also may return proxies by: 1) touch-tone voting or 2) voting on-line. Proxies may be revoked at any time before they are exercised by submitting to Enterprise Multimanager Trust a written notice of revocation or a subsequently executed proxy or by attending the Special Meeting and voting in person.
  By Order of the Board of Trustees,
 
  Patricia Louie
  Secretary
      We need your proxy vote immediately. You may think that your vote is not important, but it is. By law, the Special Meeting will have to be adjourned with respect to a particular AXA Enterprise Fund without conducting any business if at least one-third of the shares of such AXA Enterprise Fund entitled to vote in person or by proxy at the meeting are not represented at the meeting. In that event, Enterprise Multimanager Trust would continue to solicit votes for a certain period of time in an attempt to achieve a quorum. Your vote could be critical in allowing Enterprise Multimanager Trust to hold the Special Meeting as scheduled, so please return your proxy ballot(s) immediately or vote on-line or by telephone.

 

COMBINED PROXY STATEMENT/ PROSPECTUS
                    , 2007
AXA ENTERPRISE MULTIMANAGER FUNDS TRUST
Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 450
Atlanta, Georgia 30326
1-800-432-4320
GOLDMAN SACHS TRUST
71 South Wacker Drive
Suite 500
Chicago, Illinois 60606
1-800-526-7384
This combined proxy statement/prospectus (“Proxy/Prospectus”) is being sent to shareholders of the AXA Enterprise Multimanager Core Equity Fund, AXA Enterprise Multimanager Growth Fund, AXA Enterprise Multimanager Mid Cap Growth Fund, AXA Enterprise Multimanager Mid Cap Value Fund, AXA Enterprise Multimanager Value Fund, AXA Enterprise Multimanager International Equity Fund, AXA Enterprise Multimanager Technology Fund, AXA Enterprise Multimanager Core Bond Fund, AXA Enterprise Aggressive Allocation Fund, AXA Enterprise Conservative Allocation Fund, AXA Enterprise Moderate Allocation Fund and AXA Enterprise Moderate-Plus Allocation Fund, each a series of AXA Enterprise Multimanager Funds Trust, a Delaware statutory trust (“Enterprise Multimanager Trust”) (each, an “AXA Enterprise Fund” and together, the “AXA Enterprise Funds”). The Board of Trustees of Enterprise Multimanager Trust (“Enterprise Multimanager Trust Trustees”) has called a Special Meeting of Shareholders (the “Special Meeting”) to be held at the offices of AXA Equitable Life Insurance Company (“AXA Equitable”), 1290 Avenue of the Americas, New York, New York 10104 on April 25, 2007 at [                    a.m.] Eastern time.
      At the Special Meeting, shareholders will be asked:
  • With respect to each AXA Enterprise Fund, to approve an Agreement and Plan of Reorganization dated as of January      , 2007 (the “Reorganization Agreement”), by and between Enterprise Multimanager Trust and the Goldman Sachs Trust (“GST”), which provides for and contemplates: (1) the transfer of substantially all of the assets of that AXA Enterprise Fund to a corresponding investment portfolio of GST (each, a “GST Fund” and together, the “GST Funds”) in exchange solely for the shares of designated classes of the GST Fund and its assumption of substantially all of that AXA Enterprise Fund’s liabilities; and (2) the distribution of those shares to shareholders of that AXA Enterprise Fund in liquidation thereof, as follows:
             
Proposal   AXA Enterprise Funds   GST Funds   Shareholders Entitled to Vote
             
Proposal 1(a)
   AXA Enterprise Multimanager Core Equity Fund   Goldman Sachs Structured U.S. Equity Fund†   Shareholders of the AXA Enterprise Multimanager Core Equity Fund
Proposal 1(b)
   AXA Enterprise Multimanager Growth Fund   Goldman Sachs Structured Large Cap Growth Fund†   AXA Enterprise Multimanager Growth Fund
Proposal 1(c)
   AXA Enterprise Multimanager Mid Cap Growth Fund   Goldman Sachs Growth Opportunities Fund   AXA Enterprise Multimanager Mid Cap Growth Fund
Proposal 1(d)
   AXA Enterprise Multimanager Mid Cap Value Fund   Goldman Sachs Mid Cap Value Fund   AXA Enterprise Multimanager Mid Cap Value Fund
Proposal 1(e)
   AXA Enterprise Multimanager Value Fund   Goldman Sachs Structured Large Cap Value Fund   AXA Enterprise Multimanager Value Fund
Proposal 1(f)
   AXA Enterprise Multimanager International Equity Fund   Goldman Sachs Structured International Equity Fund   AXA Enterprise Multimanager International Equity Fund

 

             
Proposal   AXA Enterprise Funds   GST Funds   Shareholders Entitled to Vote
             
Proposal 1(g)
   AXA Enterprise Multimanager Technology Fund   Goldman Sachs Tollkeeper Fund   AXA Enterprise Multimanager Technology Fund
Proposal 1(h)
   AXA Enterprise Multimanager Core Bond Fund   Goldman Sachs Core Plus Fixed Income Fund   AXA Enterprise Multimanager Core Bond Fund
Proposal 1(i)
   AXA Enterprise Aggressive Allocation Fund   Goldman Sachs Equity Growth Strategy Portfolio   AXA Enterprise Aggressive Allocation Fund
Proposal 1(j)
   AXA Enterprise Conservative Allocation Fund   Goldman Sachs Balanced Strategy Portfolio   AXA Enterprise Conservative Allocation Fund
Proposal 1(k)
   AXA Enterprise Moderate Allocation Fund   Goldman Sachs Growth and Income Strategy Portfolio   AXA Enterprise Moderate Allocation Fund
Proposal 1(l)
   AXA Enterprise Moderate-Plus Allocation Fund   Goldman Sachs Growth Strategy Portfolio   AXA Enterprise Moderate-Plus Allocation Fund
 
† In a separate combined proxy statement/prospectus, it is also proposed that the: (1) AXA Enterprise Capital Appreciation Fund of AXA Enterprise Funds Trust be reorganized into the Goldman Sachs Structured U.S. Equity Fund; and (2) AXA Enterprise Equity Fund of AXA Enterprise Funds Trust be reorganized into the Goldman Sachs Structured Large Cap Growth Fund.
     A copy of the Reorganization Agreement is attached as Appendix A.
      Enterprise Multimanager Trust and GST are both registered, open-end management investment companies (mutual funds). As a result of the reorganizations, shareholders of each AXA Enterprise Fund will become shareholders of the corresponding GST Fund (the AXA Enterprise Funds and GST Funds are sometimes referred to as “Funds”).
      The transactions contemplated by the Reorganization Agreement are referred to collectively as the “Reorganizations” and individually as a “Reorganization.” The AXA Enterprise Funds and the corresponding GST Funds into which they are proposed to be reorganized are sometimes referred to in this Proxy/ Prospectus as “Corresponding AXA Enterprise Funds” and “Corresponding GST Funds.” Other portfolios of the AXA Enterprise family of funds or GST family of funds also may be referred to as “AXA Enterprise Funds” or “GST Funds,” as the context requires.
      This Proxy/ Prospectus sets forth concisely the information that an AXA Enterprise Fund shareholder should know before voting on the Reorganization involving that Fund and investing in the Corresponding GST Fund, and should be retained for future reference. It is both Enterprise Multimanager Trust’s proxy statement for the Special Meeting and a prospectus for the GST Funds.
      Additional information is set forth in the Statement of Additional Information dated                    , 2007, relating to this Proxy/ Prospectus and in the prospectus dated March 1, 2006, as supplemented, for the AXA Enterprise Funds which you have previously been given or sent and is incorporated herein by reference. Each of these documents is on file with the Securities and Exchange Commission (the “SEC”), and is available without charge by calling Enterprise Multimanager Trust at the telephone number stated above or by writing Enterprise Multimanager Trust at the following address: AXA Enterprise Multimanager Funds Trust, Atlanta Financial Center, 3343 Peachtree Road, N.E., Suite 450, Atlanta, Georgia 30326.
      The information contained in the current prospectuses, as supplemented, for the: (1) Class A, Class B, Class C and Institutional Shares of the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Structured Large Cap Value Fund and Goldman Sachs Structured International Equity Fund dated December 29, 2006; (2) Class A, Class B, Class C and Institutional Shares of the Goldman Sachs Tollkeeper Fund, Goldman Sachs Equity Growth Strategy Portfolio, Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio and Goldman Sachs Growth Strategy Portfolio dated April 28, 2006; and (3) Class A, Class B, Class C and Institutional Shares of the Goldman Sachs Core Plus Fixed Income Fund dated October 16, 2006 (Classes A, C and Institutional Shares) and December 15, 2006 (Class B Shares) are also incorporated by reference into this Proxy/ Prospectus. Each of these documents is on file with the

 

SEC, and is available without charge by calling or writing GST at the telephone number or address stated above. In addition, a current prospectus for each of the GST Funds that a particular Enterprise Multimanager Trust shareholder will own upon consummation of the Reorganizations accompanies this Proxy/Prospectus.
      The Annual Report for the AXA Enterprise Funds for the year ended October 31, 2006 can be obtained without charge by calling Enterprise Multimanager Trust at the telephone number stated above or by writing Enterprise Multimanager Trust at the following address: AXA Enterprise Multimanager Funds Trust, 1290 Avenue of the Americas, New York, New York 10104. The Annual Reports for the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Structured Large Cap Value Fund and Goldman Sachs Structured International Equity Fund for the year ended August 31, 2006, and the Annual Reports for the year ended December 31, 2005 and Semi-Annual Reports for the period ended June 30, 2006 for the Goldman Sachs Tollkeeper Fund, Goldman Sachs Equity Growth Strategy Portfolio, Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio and Goldman Sachs Growth Strategy Portfolio can be obtained without charge by calling or writing GST at the telephone number or address stated above. Each of these documents together with other information about the AXA Enterprise Funds and the GST Funds is also available on the SEC’s website at www.sec.gov.
      This Proxy/Prospectus is expected to be first sent to shareholders on or about                     , 2007.
      The SEC has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Proxy/Prospectus. Any representation to the contrary is a criminal offense.
      Shares of the AXA Enterprise Funds and the GST Funds are not deposits or obligations of or guaranteed or endorsed by any bank, AXA Equitable Life Insurance Company, Goldman Sachs Asset Management, L.P., Goldman, Sachs & Co. or any of their affiliates. Such shares are not insured by the U.S. Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. Mutual fund shares involve certain investment risks, including the possible loss of principal.

 

PROXY STATEMENT/ PROSPECTUS
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SUMMARY
      The following is a summary of certain information contained in this Proxy/ Prospectus and the Reorganization Agreement. The Reorganization Agreement governs the terms of the Reorganization and is attached as Appendix A.
Board’s Consideration of the Reorganizations
      At a meeting held on October 23, 2006, AXA Financial, Inc. and AXA Equitable (“AXA”), the investment adviser to the AXA Enterprise Funds, informed the Enterprise Multimanager Trust Trustees that AXA had entered into an agreement with Goldman Sachs Asset Management, L.P. (“GSAM”) under which GSAM would acquire certain assets associated with AXA’s retail mutual fund business. AXA also noted that, as part of this transaction, it was contemplated that each AXA Enterprise Fund would reorganize into a corresponding series of GST. AXA stated its belief that the reorganization of each AXA Enterprise Fund into its corresponding GST Fund is in the best interests of shareholders of the AXA Enterprise Fund and recommended that the Enterprise Multimanager Trust Trustees approve the proposed reorganizations.
      In addition to the October 23 meeting, the Enterprise Multimanager Trust Trustees met on December 7 and December 28, 2006 to consider the Reorganization Agreement and the Reorganization of each AXA Enterprise Fund into its Corresponding GST Fund. The Enterprise Multimanager Trust Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (“1940 Act”)) of Enterprise Multimanager Trust (the “Independent Enterprise Multimanager Trust Trustees”), together with their independent legal counsel, also met on November 13, 2006, and in executive session at the October 23 and December 7 meetings to consider the Reorganizations. After reviewing and considering, with the assistance of independent legal counsel, a number of factors relating to GST, the GST Funds, GSAM and Goldman, Sachs & Co., the Enterprise Multimanager Trust Trustees, including all of the Independent Enterprise Multimanager Trust Trustees, determined that participation in the Reorganizations, as contemplated by the Reorganization Agreement, was in the best interests of the shareholders of each AXA Enterprise Fund and that the interests of the existing shareholders of each AXA Enterprise Fund will not be diluted as a result of the Reorganizations. For additional information, see “Additional Information Applicable to All of the Reorganizations — Reasons for the Reorganizations and Board Considerations below.”
      The Enterprise Multimanager Trust Trustees, including all of the Independent Enterprise Multimanager Trust Trustees, unanimously recommend that shareholders of each AXA Enterprise Fund approve the Reorganization Agreement.
      At a meeting held on                     , 2006, the GST Board of Trustees (the “GST Trustees”) similarly found that participation in the Reorganizations is in the best interests of each GST Fund and that the interests of the shareholders of each GST Fund will not be diluted as a result of the Reorganizations.

1

 

The Reorganizations
      The Reorganization Agreement provides for a separate Reorganization involving each AXA Enterprise Fund and its Corresponding GST Fund listed opposite its name below.
     
AXA Enterprise Funds   GST Funds
     
AXA Enterprise Multimanager Core Equity Fund
   Goldman Sachs Structured U.S. Equity Fund
Class A Shares
   Class A Shares
Class B Shares
   Class B Shares
Class C Shares
   Class C Shares
Class P Shares
   Class A Shares
Class Y Shares
   Institutional Shares
AXA Enterprise Multimanager Growth Fund
   Goldman Sachs Structured Large Cap Growth Fund
Class A Shares
   Class A Shares
Class B Shares
   Class B Shares
Class C Shares
   Class C Shares
Class P Shares
   Class A Shares
Class Y Shares
   Institutional Shares
AXA Enterprise Multimanager Mid Cap Growth Fund
   Goldman Sachs Growth Opportunities Fund
Class A Shares
   Class A Shares
Class B Shares
   Class B Shares
Class C Shares
   Class C Shares
Class P Shares
   Class A Shares
Class Y Shares
   Institutional Shares
AXA Enterprise Multimanager Mid Cap Value Fund
   Goldman Sachs Mid Cap Value Fund
Class A Shares
   Class A Shares
Class B Shares
   Class B Shares
Class C Shares
   Class C Shares
Class P Shares
   Class A Shares
Class Y Shares
   Institutional Shares
AXA Enterprise Multimanager Value Fund
   Goldman Sachs Structured Large Cap Value Fund
Class A Shares
   Class A Shares
Class B Shares
   Class B Shares
Class C Shares
   Class C Shares
Class P Shares
   Class A Shares
Class Y Shares
   Institutional Shares
AXA Enterprise Multimanager International Equity Fund
   Goldman Sachs Structured International Equity Fund
Class A Shares
   Class A Shares
Class B Shares
   Class B Shares
Class C Shares
   Class C Shares
Class P Shares
   Class A Shares
Class Y Shares
   Institutional Shares
AXA Enterprise Multimanager Technology Fund
   Goldman Sachs Tollkeeper Fund
Class A Shares
   Class A Shares
Class B Shares
   Class B Shares
Class C Shares
   Class C Shares
Class P Shares
   Class A Shares
Class Y Shares
   Institutional Shares

2

 

     
AXA Enterprise Funds   GST Funds
     
AXA Enterprise Multimanager Core Bond Fund
   Goldman Sachs Core Plus Fixed Income Fund
Class A Shares
   Class A Shares
Class B Shares
   Class B Shares
Class C Shares
   Class C Shares
Class P Shares
   Class A Shares
Class Y Shares
   Institutional Shares
AXA Enterprise Aggressive Allocation Fund
   Goldman Sachs Equity Growth Strategy Portfolio
Class A Shares
   Class A Shares
Class B Shares
   Class B Shares
Class C Shares
   Class C Shares
Class Y Shares
   Institutional Shares
AXA Enterprise Conservative Allocation Fund
   Goldman Sachs Balanced Strategy Portfolio
Class A Shares
   Class A Shares
Class B Shares
   Class B Shares
Class C Shares
   Class C Shares
Class Y Shares
   Institutional Shares
AXA Enterprise Moderate Allocation Fund
   Goldman Sachs Growth and Income Strategy Portfolio
Class A Shares
   Class A Shares
Class B Shares
   Class B Shares
Class C Shares
   Class C Shares
Class Y Shares
   Institutional Shares
AXA Enterprise Moderate-Plus Allocation Fund
   Goldman Sachs Growth Strategy Portfolio
Class A Shares
   Class A Shares
Class B Shares
   Class B Shares
Class C Shares
   Class C Shares
Class Y Shares
   Institutional Shares
      Each GST Fund has investment objectives and policies that are similar to the corresponding AXA Enterprise Fund being reorganized into it. You should note that an investment in each Fund is subject to specific risks arising from the types of securities in which the Fund invests and general risks arising from investing in any mutual fund. There is no assurance that either Fund will meet its investment objective, and investors could lose money by investing in a Fund. As with all mutual funds, an investment in a Fund is not insured or guaranteed by the U.S. Government, Federal Deposit Insurance Corporation, Federal Reserve Board or any other government agency.
      As set forth in the Reorganization Agreement, each Reorganization between an AXA Enterprise Fund and its Corresponding GST Fund would involve:
  • The acquisition of all of the assets of an AXA Enterprise Fund by its Corresponding GST Fund and the assumption by that GST Fund of all of the liabilities (other than those liabilities specifically excluded under the Reorganization Agreement) of the AXA Enterprise Fund, in exchange for the number of shares of the corresponding classes of the GST Fund noted in the above chart having aggregate values equal to the net asset values of the shares of the AXA Enterprise Fund’s corresponding classes of shares noted in the above chart as of the close of business on the business day immediately preceding the effective time of the Reorganization;
 
  • The distribution of the Corresponding GST Fund’s corresponding classes of shares to each holder of Class A Shares, Class B Shares, Class C Shares, Class P Shares and Class Y Shares (as applicable) of the AXA Enterprise Fund as of the effective time of the Reorganization; and
 
  • The complete liquidation of the AXA Enterprise Fund.

3

 

      As a result of the Reorganizations, each AXA Enterprise Fund shareholder will become a shareholder of its Corresponding GST Fund and will hold, immediately after its Reorganization, shares in such Corresponding GST Fund having a total dollar value equal to the total dollar value of the shares such shareholder held in the AXA Enterprise Fund immediately prior to the effectiveness of the Reorganization. Each Reorganization is intended to be tax-free under the federal tax law (although there can be no assurances that the Internal Revenue Service will not adopt a contrary position) and shareholders of the AXA Enterprise Funds will not pay any sales charge as a result of the Reorganizations.
      If approved, the Reorganizations will occur as of the opening of business on or about April 30, 2007, or another date selected by Enterprise Multimanager Trust and GST. Approval of each Reorganization requires the approval of the holders of a majority of the shares of the relevant AXA Enterprise Fund entitled to vote at the Special Meeting. See “Additional Information Applicable to All of the Reorganizations” and “Voting Information” below.
      At the same time that shareholders are being asked to approve the reorganization of the AXA Enterprise Funds into the GST Funds, it is expected that, subject to shareholder approval requested in separate proxy statements, fourteen additional portfolios of the AXA Enterprise Funds Trust and one portfolio of The Enterprise Group of Funds, Inc. will be reorganized into corresponding funds of GST. In this regard, it is proposed that: (1) in addition to the AXA Enterprise Multimanager Core Equity Fund, the AXA Enterprise Capital Appreciation Fund will be reorganized into the Goldman Sachs Structured U.S. Equity Fund; and (2) in addition to the AXA Enterprise Multimanager Growth Fund, the AXA Enterprise Equity Fund will be reorganized into the Goldman Sachs Structured Large Cap Growth Fund. The Reorganizations will be completed whether or not the reorganizations of the portfolios of the AXA Enterprise Funds Trust or The Enterprise Group of Funds, Inc. is completed. However, no reorganization of any AXA Enterprise Fund will be consummated until either all of the AXA Enterprise Funds of Enterprise Multimanager Trust approve the Reorganization Agreement or shareholders of the AXA Enterprise Funds with combined total assets of at least $1,000,000,000 approve the Reorganization Agreement. Under certain circumstances detailed in the Reorganization Agreement, an AXA Enterprise Fund reorganization involving one or more AXA Enterprise Funds may be consummated with a lesser amount of combined total assets under management.
      Although each AXA Enterprise Fund has a similar investment objective and principal strategies to its Corresponding GST Fund, some of an AXA Enterprise Fund’s holdings may not be permissible portfolio holdings for its Corresponding GST Fund. Therefore, some portion of an AXA Enterprise Fund’s securities holdings may be sold prior to or immediately following the Reorganization. To the extent that an AXA Enterprise Fund’s securities holdings are sold prior to the Reorganization, the proceeds of such sales will be held in temporary investments or reinvested in assets that the Corresponding GST Fund may hold. The possible need for an AXA Enterprise Fund to dispose of certain portfolio investments in connection with its Reorganization could result in selling such investments at a disadvantageous time and price. The sale of securities either prior to the Reorganization or shortly thereafter could result in the AXA Enterprise Fund or its Corresponding GST Fund realizing gains (which may be taxable) or losses that would not otherwise have been realized but for the Reorganization. Such a sale of assets and the reinvestment of the proceeds would involve brokerage and other transactional costs. In this event, GSAM will pay the reasonable explicit brokerage commissions resulting from portfolio transactions executed on behalf of either Fund in connection with the Reorganization.
Federal Income Tax Consequences of the Reorganizations
      It is intended that the Reorganizations will not result in the recognition, for federal income tax purposes, of gain or loss by the AXA Enterprise Funds, the GST Funds or the former’s shareholders, although there can be no assurance that the Internal Revenue Service will not adopt a contrary position. However, immediately prior to its Reorganization, each AXA Enterprise Fund will declare and pay a distribution to its shareholders of all of its investment company taxable income (and net tax-exempt income, if any) for taxable years ending on or before the effective time of its Reorganization and all of its net capital gain, if any, recognized in those years. The sale of securities by an AXA Enterprise Fund prior to its Reorganization, whether in the ordinary course of business or

4

 

in anticipation of the Reorganization, could increase the amount of the final distribution it makes prior to the Reorganization.
      As a condition to the closing of each Reorganization, Enterprise Multimanager Trust and GST each will receive an opinion from GST’s counsel, Drinker Biddle & Reath LLP (based on certain facts, qualifications, assumptions and representations), to the effect that each Reorganization, for federal income tax purposes, will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). See “Additional Information Applicable to All of the Reorganizations — Federal Income Tax Consequences,” below.
Voting Information
      The Enterprise Multimanager Trust Trustees are furnishing this Proxy/ Prospectus in connection with the solicitation of proxies. Only shareholders of record at the close of business on February 12, 2007, will be entitled to vote at the Special Meeting. Shares represented by a properly executed proxy will be voted in accordance with the instructions thereon. If no instruction is made, the named proxies will vote in favor of the proposal set forth in the Notice of Meeting. Proxies may be revoked at any time before they are exercised by submitting to Enterprise Multimanager Trust a written notice of revocation or a subsequently executed proxy or by attending the Special Meeting and voting in person. For additional information, see “Voting Information” below.
Proposal 1(a): Approval of the Reorganization of the AXA Enterprise Multimanager Core Equity Fund into the Goldman Sachs Structured U.S. Equity Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Multimanager Core Equity Fund into the Goldman Sachs Structured U.S. Equity Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. Each Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Multimanager Core Equity Fund   Goldman Sachs Structured U.S. Equity Fund
     
Investment Objective   Investment Objective
Seeks long-term growth of capital.   Seeks long-term growth of capital and dividend income.

5

 

     
AXA Enterprise Multimanager Core Equity Fund   Goldman Sachs Structured U.S. Equity Fund
     
Investment Policies   Investment Policies
Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities, including at least 65% of its total assets in equity securities of U.S. large capitalization companies. Large capitalization companies are companies with market capitalization in excess of $5 billion at the time of investment.   The Fund invests, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes measured at the time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in U.S. issuers, including foreign companies that are traded in the United States. However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments.
 
Each sub-adviser generally chooses investments that include either companies with above average growth prospects, companies selling at reasonable valuations, or both. Among other things, these processes involve researching and evaluating individual companies for potential investment. Each sub-adviser may sell a security for a variety of reasons, such as to invest in a company offering superior investment opportunities.   The Fund’s investments are selected using both a variety of quantitative techniques, derived from fundamental research including but not limited to valuation, momentum, profitability and earnings in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the S&P 500® Index. The Fund seeks a broadly diversified portfolio of large cap and blue chip equity investments representing all major sectors of the U.S. economy. The Fund is not required to limit its investments to securities in the S&P 500 Index. The Fund’s investments in fixed income securities are limited to securities that are considered cash equivalents.
 
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-advisers believe provide opportunities for capital growth, such as preferred stocks, warrants and securities convertible into common stock.   The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.
 
The Fund also may invest, to a limited extent, in foreign securities, including depositary receipts of foreign based companies, including companies in developing countries.   The Fund may make foreign investments, including American and global depositary receipts. The Fund generally does not invest in securities of emerging market issuers. Equity securities of foreign issuers must be traded in the United States.

6

 

     
AXA Enterprise Multimanager Core Equity Fund   Goldman Sachs Structured U.S. Equity Fund
     
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   For temporary defensive purposes, the Fund may invest up to 35% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in securities issued or guaranteed by the U.S. Government, its agencies, instrumentalities or sponsored enterprises (“U.S. Government Securities”); commercial paper rated at least A-2 by Standard & Poor’s Rating Group (“Standard & Poor’s” or “S&P”), P-2 by Moody’s Investors Service, Inc. (“Moody’s”) or having a comparable rating by another nationally recognized statistical rating organization (“NRSRO”); certificates of deposit; bankers’ acceptances; repurchase agreements and non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year.
 

Investment Advisers		  
Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by investment sub-advisers selected by AXA Equitable. The Fund’s sub-advisers are AllianceBernstein Management L.P., Janus Capital Management LLC and Thornburg Investment Management, Inc.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, polices and restrictions of the AXA Enterprise Multimanager Core Equity Fund and Goldman Sachs Structured U.S. Equity Fund are, in general, similar. One difference between the Funds is that the GST Fund seeks capital appreciation and dividend income as part of its objective, while the AXA Enterprise Fund seeks only capital appreciation. In addition, the GST Fund normally invests at least 80% of its Net Assets in equity investments in U.S. issuers (including foreign companies traded in the U.S.) and generally invests in a broadly diversified portfolio of large-cap and blue chip equity investments, while the AXA Enterprise Fund normally invests at least 80% of its net assets in equity securities, including at least 65% of its total assets in equity securities of U.S. large capitalization companies. Another difference regarding the Funds that should be noted is that the investment adviser for the GST Fund, unlike the investment sub-advisers for the AXA Enterprise Multimanager Core Equity Fund, relies primarily on a quantitative investment style.

7

 

Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
         
    AXA Enterprise Multimanager   Goldman Sachs Structured
    Core Equity Fund   U.S. Equity Fund
         
Net Asset Value Risk
   X   X
Interest Rate Risk
       X
Stock Risk
   X   X
Derivatives Risk
       X
Management Risk
   X   X
Market Risk
   X   X
Liquidity Risk
       X
Investment Style Risk
   X   X
Foreign Risk
   X   X
Emerging Countries Risk
   X    
Issuer-Specific Risk
   X   X
Sub-adviser Selection Risk
   X    
Large-Capitalization Risk
   X   X
Mid- and Small-Capitalization Risk
       X
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Multimanager Core Equity Fund and the Goldman Sachs Structured U.S. Equity Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization (assuming only the Reorganization of the AXA Enterprise Multimanager Core Equity Fund into the GST Fund and then assuming the Reorganization of both the AXA Enterprise Multimanager Core Equity Fund and the AXA Enterprise Capital Appreciation Fund into the GST Fund). The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.

8

 

      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended August 31, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on September 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended August 31, 2006. For financial statement purposes, the Goldman Sachs Structured U.S. Equity Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists, (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., “pro forma figure 1”) and (4) the same GST Fund if both AXA Enterprise Funds are acquired by the single GST Fund (i.e., “pro forma figure 2”).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

9

 

                                                                                                 
                                Combined Fund Pro Forma
                            Combined Fund Pro Forma   (AXA Enterprise
                    (AXA Enterprise   Multimanager Core Equity
    AXA Enterprise       Multimanager   Fund + AXA Enterprise
    Multimanager   Goldman Sachs Structured   Core Equity Fund +   Capital Appreciation Fund +
    Core Equity Fund   U.S. Equity Fund   GST Fund)   GST Fund)
                 
    Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       5.50% 1     None       None       5.50% 1     None       None       5.50% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None 1     5.00% 3     1.00% 4     None 1     5.00% 3     1.00% 4     None 1     5.00% 3     1.00% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                 
                                        Combined Fund Pro Forma
                                (AXA Enterprise
                    Combined Fund Pro Forma   Multimanager Core Equity
    AXA Enterprise       (AXA Enterprise   Fund + AXA Enterprise
    Multimanager   Goldman Sachs Structured   Multimanager   Capital Appreciation Fund +
    Core Equity Fund   U.S. Equity Fund   Core Equity + GST Fund)   GST Fund)
                 
    Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     1.00%       1.00%       1.00%       0.65% 6     0.65% 6     0.65% 6     0.65% 6     0.65% 6     0.65% 6     0.64% 6     0.64% 6     0.64% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       1.00%       1.00%       0.25%       1.00%       1.00%       0.25%       1.00%       1.00%  
Other Expenses*
     2.56%       2.56%       2.56%       0.25% 7     0.25% 7     0.25% 7     0.24% 7     0.24% 7     0.24% 7     0.24% 7     0.24% 7     0.24% 7
     
Total Fund Operating Expenses*
     4.01% 8     4.56% 8     4.56% 8     1.15%       1.90%       1.90%       1.15%       1.90%       1.90%       1.13%       1.88%       1.88%  
 
* The “Management Fees,” “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                 
                                Combined Fund Pro Forma
                            Combined Fund Pro Forma   (AXA Enterprise
                    (AXA Enterprise   Multimanager Core Equity
    AXA Enterprise       Multimanager   Fund + AXA Enterprise
    Multimanager   Goldman Sachs Structured   Core Equity Fund +   Capital Appreciation Fund +
    Core Equity Fund   U.S. Equity Fund   GST Fund)   GST Fund
                 
    Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     1.00%       1.00%       1.00%       0.55% 6     0.55% 6     0.55% 6     0.56% 6     0.56% 6     0.56% 6     0.54% 6     0.54% 6     0.54% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       1.00%       1.00%       0.25%       1.00%       1.00%       0.25%       1.00%       1.00%  
Other Expenses
     0.20%       0.20%       0.20%       0.19% 7     0.19% 7     0.19% 7     0.19%7       0.19%7       0.19%7       0.19%7       0.19%7       0.19%7  
     
Total Fund Operating Expenses (after current expense limitations)
     1.65%8       2.20%8       2.20%8       0.99%       1.74%       1.74%       1.00%       1.75%       1.75%       0.98%       1.73%       1.73%  

10

 

                                                                 
                            Combined Fund
                        Pro Forma
            Combined Fund   (AXA Enterprise Fund +
    AXA Enterprise   Goldman Sachs   Pro Forma (AXA   AXA Enterprise Capital
    Multimanager Core   Structured   Enterprise Fund +   Appreciation Fund + GST
    Equity Fund   U.S. Equity Fund   GST Fund)   Fund)
                 
    Class P   Class Y   Class A   Institutional   Class A   Institutional   Class A   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     5.50% 1     None       5.50% 1     None       5.50% 1     None       5.50% 1     None  
Maximum Deferred Sales Charge (Load)2
     None 4     None       None 1     None       None 1     None       None 1     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None  
                                                                 
                            Combined Fund
                        Pro Forma
            Combined Fund   (AXA Enterprise Fund +
    AXA Enterprise   Goldman Sachs   Pro Forma (AXA   AXA Enterprise Capital
    Multimanager Core   Structured   Enterprise Fund +   Appreciation Fund + GST
    Equity Fund   U.S. Equity Fund   GST Fund)   Fund)
                 
    Class P   Class Y   Class A   Institutional   Class A   Institutional   Class A   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                
Management Fees
     1.00%       1.00%       0.65% 6     0.65% 6     0.65% 6     0.65% 6     0.64% 6     0.64% 6
Distribution and Service (12b-1) Fees
     0.25%       None       0.25%       None       0.25%       None       0.25%       None  
Other Expenses*
     2.57%       2.57%       0.25% 7     0.10% 7     0.25%       0.10%       0.24%       0.09%  
     
Total Fund Operating Expenses*
     3.82% 8     3.57% 8     1.15%       0.75%       1.15%       0.75%       1.13%       0.73%  
 
* The “Management Fees,” “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                 
                            Combined Fund
                        Pro Forma
            Combined Fund   (AXA Enterprise Fund +
    AXA Enterprise   Goldman Sachs   Pro Forma (AXA   AXA Enterprise Capital
    Multimanager Core   Structured   Enterprise Fund +   Appreciation Fund + GST
    Equity Fund   U.S. Equity Fund   GST Fund)   Fund)
                 
    Class P   Class Y   Class A   Institutional   Class A   Institutional   Class A   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                
Management Fees
     1.00%       1.00%       0.55% 6     0.55% 6     0.56% 6     0.56% 6     0.54% 6     0.54% 6
Distribution and Service (12b-1) Fees
     0.25%       None       0.25%       None       0.25%       None       0.25%       None  
Other Expenses
     0.20%       0.20%       0.19% 7     0.04% 7     0.19%       0.04%       0.19%       0.04%  
     
Total Fund Operating Expenses (after current expense limitations)
     1.45% 8     1.20% 8     0.99%       0.59%       1.00%       0.60%       0.98%       0.58%  

11

 

 
1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a contingent deferred sales charge (“CDSC”) of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of AXA Enterprise Funds and GST Funds automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase. If you buy $1,000,000 or more of Class P Shares of an AXA Enterprise Fund and redeem those shares within one year of the date of purchase, a CDSC of 1.00% generally will apply to the redemptions on those shares.
 
5 If you redeem or exchange shares of an AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the respective Fund for the benefit of the remaining shareholders.
 
6 GSAM has entered into the following fee reduction commitment for the GST Fund:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Structured U.S. Equity Fund
     0.65%     First $1 Billion
      0.59%     Next $1 Billion
      0.56%     Over $2 Billion
Prior to this fee reduction commitment, the management fee for the GST Fund as an annual percentage rate of average daily net assets was 0.65%. Additionally, GSAM is currently voluntarily waiving a portion of its management fee equal to 0.10% based on the average daily net assets of the GST Fund.
 
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares and 0.04% of the average daily net assets of the Institutional Shares, plus all other ordinary expenses not detailed above. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any offset arrangements) to 0.004% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to a contract, AXA Equitable has agreed to make payments or waive its management, administrative or other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Multimanager Trust Trustees consent to an earlier revision or termination of this arrangement) so that the Total Fund Operating Expenses of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the fund invests, and extraordinary expenses) do not exceed 1.65% for Class A Shares, 2.20% for Class B and Class C Shares, 1.45% for Class P Shares and 1.20% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Fund’s expense ratio and such reimbursements do not exceed the Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
 
For the twelve months ended August 31, 2006, a portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction, the Net Operating Expenses (after current expense limitations) for the AXA Enterprise Fund was 1.63% for Class A Shares, 2.18% for Class B and Class C Shares, 1.43% for Class P Shares and 1.18% for Class Y Shares.

12

 

     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the “Combined Fund Pro forma figure 1”), and (4) the same GST fund if it acquires both the AXA Enterprise Fund and the AXA Enterprise Capital Appreciation Fund (i.e. the “Combined Fund Pro Forma, figure 2”) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class P, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Multimanager Core Equity Fund
                                
 
Class A Shares
   $ 633     $ 1,412     $ 2,207     $ 4,263  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 720     $ 1,541     $ 2,269     $ 4,315  
   
- assuming no redemption
   $ 220     $ 1,141     $ 2,069     $ 4,315  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 320     $ 1,141     $ 2,069     $ 4,425  
   
- assuming no redemption
   $ 220     $ 1,141     $ 2,069     $ 4,425  
 
Class P Shares
   $ 664     $ 1,403     $ 2,160     $ 4,131  
 
Class Y Shares
   $ 146     $ 881     $ 1,636     $ 3,622  
AXA Enterprise Capital Appreciation Fund
                                
 
Class A Shares
   $ 628     $ 950     $ 1,295     $ 2,264  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 716     $ 1,067     $ 1,344     $ 2,322  
   
- assuming no redemption
   $ 216     $ 667     $ 1,144     $ 2,322  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 316     $ 667     $ 1,144     $ 2,462  
   
- assuming no redemption
   $ 216     $ 667     $ 1,144     $ 2,462  
 
Class Y Shares
   $ 115     $ 359     $ 622     $ 1,375  
Goldman Sachs Structured U.S. Equity Fund
                                
 
Class A Shares
   $ 661     $ 895     $ 1,148     $ 1,871  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 693     $ 897     $ 1,226     $ 2,027  
   
- assuming no redemption
   $ 193     $ 597     $ 1,026     $ 2,027  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 293     $ 597     $ 1,026     $ 2,222  
   
- assuming no redemption
   $ 193     $ 597     $ 1,026     $ 2,222  
 
Institutional Shares
   $ 77     $ 240     $ 417     $ 930  

13

 

                                     
    1 Year   3 Years   5 Years   10 Years
                 
Combined Fund Pro Forma (AXA Enterprise Multimanager Core Equity Fund + GST Fund)
                                
 
Class A Shares
   $ 661     $ 895     $ 1,148     $ 1,871  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 693     $ 897     $ 1,226     $ 2,027  
   
- assuming no redemption
   $ 193     $ 597     $ 1,026     $ 2,027  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 293     $ 597     $ 1,026     $ 2,222  
   
- assuming no redemption
   $ 193     $ 597     $ 1,026     $ 2,222  
 
Institutional Shares
   $ 77     $ 240     $ 417     $ 930  
Combined Fund Pro Forma (AXA Enterprise Multimanager Core Equity Fund + AXA Enterprise Capital Appreciation Fund + GST Fund)
                                
 
Class A Shares
   $ 659     $ 889     $ 1,138     $ 1,849  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 691     $ 891     $ 1,216     $ 2,005  
   
- assuming no redemption
   $ 191     $ 591     $ 1,016     $ 2,005  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 291     $ 591     $ 1,016     $ 2,201  
   
- assuming no redemption
   $ 191     $ 591     $ 1,016     $ 2,201  
 
Institutional Shares
   $ 75     $ 233     $ 406     $ 906  
 
1 The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.
      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A and Class P Shares and the assumed CDSC for Class B and Class C Shares, in each case based on the applicable

14

 

Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.
AXA Enterprise Multimanager Core Equity Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 12/13/04)
                        
Return Before Taxes
     7.74%      
NA		       7.53%  
Return After Taxes on Distributions1
     6.47%      
NA		       6.63%  
Return After Taxes on Distributions and Sale of Fund Shares1
     6.52%      
NA		       6.37%  
S&P 500 Index2
     15.80%      
NA		       10.59%  
Class B (inception 12/31/01)
                        
Return Before Taxes
     7.50%       4.41%       4.41%  
S&P 500 Index
     15.80%       6.19%       6.19%  
Class C (inception 12/31/01)
                        
Return Before Taxes
     11.50%       4.74%       4.74%  
S&P 500 Index
     15.80%       6.19%       6.19%  
Class P (inception 12/31/01)
                        
Return Before Taxes
     7.14%       4.36%       4.36%  
S&P 500 Index
     15.80%       6.19%       6.19%  
Class Y (inception 12/31/01)
                        
Return Before Taxes
     13.77%       5.80%       5.80%  
S&P 500 Index
     15.80%       6.19%       6.19%  

15

 

Goldman Sachs Structured U.S. Equity Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 5/24/91)
                        
Return Before Taxes
     13.03%       7.05%       8.22%  
Return After Taxes on Distributions1
     6.17%       5.66%       6.66%  
Return After Taxes on Distributions and Sale of Fund Shares1
     5.29%       5.03%       6.26%  
S&P 500 Index2
     15.79%       6.19%       8.42%  
Class B (inception 5/1/96)
                        
Return Before Taxes
     12.24%       6.26%       7.46%  
S&P 500 Index
     15.79%       6.19%       8.42%  
Class C (inception 8/15/97)
                        
Return Before Taxes
     12.22%       6.27%       5.39%  
S&P 500 Index
     15.79%       6.19%       6.32%  
 
Class P shareholders of the AXA Enterprise Fund will receive Class A Shares of the GST Fund in connection with the Reorganization. Information regarding the performance of the Class A Shares of the GST Fund is shown above.
Institutional Class (inception 6/15/95)
                        
Return Before Taxes
     13.51%       7.48%       8.70%  
S&P 500 Index
     15.79%       6.19%       8.42%  
 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y, Class P and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax- deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The S&P 500® Index is the Standard & Poor’s 500 Composite Stock Price Index of 500 stocks, an unmanaged index of common stock prices. The Index figures do not reflect any deduction for fees, expenses or taxes.

16

 

Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix E.
         
    AXA Enterprise Multimanager   Goldman Sachs Structured
    Core Equity Fund   U.S. Equity Fund
         
Sales charges and Distribution/Service
(Rule 12b-1) Fees		   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.

17

 

         
    AXA Enterprise Multimanager   Goldman Sachs Structured
    Core Equity Fund   U.S. Equity Fund
         
    Class P Shares. Class P Shares are no longer available for investment, except through reinvestment of dividends and distributions and through exchanges of Class P Shares of another AXA Enterprise Fund. Class P Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and in certain circumstances, waived. There is no CDSC on redemptions of Class P Shares, except in certain circumstances when the front-end sales charge is waived. Class P Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class P Shares.   Class P shareholders of the AXA Enterprise Fund will receive Class A Shares of the GST Fund in connection with the Reorganization. Information regarding the sales charges and distribution/service (Rule 12b-1) fees for the Class A Shares of the GST Fund is shown above.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.

18

 

         
    AXA Enterprise Multimanager   Goldman Sachs Structured
    Core Equity Fund   U.S. Equity Fund
         
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.
Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of August 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on August 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share. For this Reorganization, because more than one AXA Enterprise Fund is being reorganized into the GST Fund, the Pro forma Combined Fund reflects both Funds being reorganized into the GST Fund and only the AXA Enterprise Multimanager Core Equity Fund being reorganized into the GST Fund.
                             
                            Pro Forma
    AXA Enterprise   AXA Enterprise   Goldman Sachs       Pro Forma       Combined Fund
    Multimanager   Capital   Structured       Combined Fund       (Fund A +
    Core Equity   Appreciation   U.S. Equity   Pro Forma   (Fund A +   Pro Forma   Fund B +
    Fund (Fund A)   Fund (Fund B)   Fund* (Fund C)   Adjustments   Fund C)   Adjustments   Fund C)
                             
Net Assets:
   $587
(Class A Shares)		   $192,169
(Class A Shares)		   $611,999
(Class A Shares)		   $0   $612,586
(Class A Shares)		   $3,781   $808,536
(Class A Shares)
    $323
(Class B Shares)		   $67,065
(Class B Shares)		   $78,110
(Class B Shares)		   $0   $78,433
(Class B Shares)		   $0   $145,498
(Class B Shares)
    $324
(Class C Shares)		   $64,690
(Class C Shares)		   $36,628
(Class C Shares)		   $0   $36,952
(Class C Shares)		   $0   $101,642
(Class C Shares)
    $3,781
(Class P Shares)		           $0       $(3,781)    
    $6,900
(Class Y Shares)		   $65,267
(Class Y Shares)		   $644,250
(Institutional Shares)		   $0   $651,150
(Institutional Shares)		   $0   $716,417
(Institutional Shares)

19

 

                             
                            Pro Forma
    AXA Enterprise   AXA Enterprise   Goldman Sachs       Pro Forma       Combined Fund
    Multimanager   Capital   Structured       Combined Fund       (Fund A +
    Core Equity   Appreciation   U.S. Equity   Pro Forma   (Fund A +   Pro Forma   Fund B +
    Fund (Fund A)   Fund (Fund B)   Fund* (Fund C)   Adjustments   Fund C)   Adjustments   Fund C)
                             
Net Asset Value Per Share:
   $11.34
(Class A Shares)		   $34.08
(Class A Shares)		   $31.79
(Class A Shares)		   $(11.34)   $31.79
(Class A Shares)		   $(45.42)   $31.79
(Class A Shares)
    $11.05
(Class B Shares)		   $31.34
(Class B Shares)		   $29.92
(Class B Shares)		   $(11.05)   $29.92
(Class B Shares)		   $(42.39)   $29.92
(Class B Shares)
    $11.05
(Class C Shares)		   $32.25
(Class C Shares)		   $29.78
(Class C Shares)		   $(11.05)   $29.78
(Class C Shares)		   $(43.30)   $29.78
(Class C Shares)
    $11.35
(Class P Shares)		                   $(11.35)    
    $11.39
(Class Y Shares)		   $35.61
(Class Y Shares)		   $32.48
(Institutional Shares)		   $(11.39)   $32.48
(Institutional Shares)		   $(47.00)   $32.48
(Institutional Shares)
Shares Outstanding:
   52
(Class A Shares)		   5,639
(Class A Shares)		   19,251
(Class A Shares)		   (33)   19,270
(Class A Shares)		   492   25,433
(Class A Shares)
    29
(Class B Shares)		   2,140
(Class B Shares)		   2,611
(Class B Shares)		   (18)   2,622
(Class B Shares)		   83   4,863
(Class B Shares)
    29
(Class C Shares)		   2,006
(Class C Shares)		   1,230
(Class C Shares)		   (18)   1,241
(Class C Shares)		   148   3,413
(Class C Shares)
    333
(Class P Shares)		                   (333)    
    606
(Class Y Shares)		   1,833
(Class Y Shares)		   19,835
(Institutional Shares)		   (394)   20,047
(Institutional Shares)		   (217)   22,057
(Institutional Shares)
 
* The Goldman Sachs Structured U.S. Equity Fund will be the accounting survivor for financial statement purposes.
*    *    *    *    *
Proposal 1(b): Approval of the Reorganization of the AXA Enterprise Multimanager Growth Fund into the Goldman Sachs Structured Large Cap Growth Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Multimanager Growth Fund into the Goldman Sachs Structured Large Cap Growth Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. The GST Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA

20

 

Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Multimanager   Goldman Sachs Structured Large Cap
Growth Fund   Growth Fund
     
Investment Objective   Investment Objective
Seeks long-term growth of capital.   Seeks long-term growth of capital. Dividend income is a secondary consideration. The Fund seeks this objective through a broadly diversified portfolio of equity investments in large-cap U.S. issuers that are expected to have better prospects for earnings growth than the growth rate of the general domestic economy.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund intends to invest primarily in equity securities of U.S. large capitalization companies. Large capitalization companies are companies with market capitalization in excess of $5 billion at the time of investment.   The Fund invests, under normal circumstances, at least 80% of its Net Assets in a broadly diversified portfolio of equity investments in large-cap U.S. issuers, including foreign issuers that are traded in the United States. However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments. These issuers will have public stock market capitalizations (based upon shares available for trading on an unrestricted basis) similar to that of the Russell 1000® Growth Index at the time of investment. If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The Fund is not required to limit its investments to securities in the Russell 1000® Growth Index. The capitalization range of the Russell 1000® Growth Index is currently between $1.369 billion and $432.114 billion.
 
The sub-advisers focus on identifying companies expected to grow at a faster rate than the U.S. economy. This process involves researching and evaluating individual companies for potential investment. The sub-advisers may sell a security for a variety of reasons, including to seek more attractive growth prospects.   The adviser emphasizes a company’s growth prospects in analyzing equity investments to be purchased by the Fund. The Fund’s investments are selected using both a variety of quantitative techniques derived from fundamental research including but not limited to valuation, momentum, profitability and earnings in seeking to maximize the Fund’s expected return. The Fund maintains the risk, style, capitalization and industry characteristics similar to the Russell 1000® Growth Index. The Fund seeks to maximize expected return while maintaining characteristics similar to its benchmark which generally consists of companies with above average capitalizations and earnings growth expectations and below average dividend yields.

21

 

     
AXA Enterprise Multimanager   Goldman Sachs Structured Large Cap
Growth Fund   Growth Fund
     
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-advisers believe provide opportunities for capital growth, such as preferred stocks, warrants and securities convertible into common stock.   The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.
 
The Fund also may invest, to a limited extent, in foreign securities, including depositary receipts of foreign based companies, including companies in developing countries.   The Fund may make foreign investments, including ADRs and global depositary receipts. The Fund generally does not invest in securities of emerging market issuers. Equity securities of foreign issuers must be traded in the United States.
 
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   For temporary defensive purposes, the Fund may invest up to 35% of its Total Assets in U.S. Government Securities; commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO; certificates of deposit; bankers’ acceptances; repurchase agreements; non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year.
 
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by investment sub-advisers selected by AXA Equitable. The Fund’s sub-advisers are AllianceBernstein L.P., RCM Capital Management LLC and TCW Investment Management Company.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Multimanager Growth Fund and Goldman Sachs Structured Large Cap Growth Fund are, in general, similar. One difference that should be noted is that the GST Fund normally is required to invest at least 80% of its Net Assets in equity investments in large-cap U.S. issuers (including foreign issuers that are traded in the U.S.), while the AXA Enterprise Fund is required to invest at least 65% of its assets in such securities. In addition, the AXA Enterprise Fund defines large capitalization companies as companies with market capitalization in excess of $5 billion at the time of investment, while the investment adviser for the GST Fund targets equity investments that fall within the capitalization range of the Russell 1000® Growth Index, which is currently between $1.369 million and $432.114 billion. One other difference is that the investment adviser to the GST Fund uses a quantitative investment style unlike the investment advisers for the AXA Enterprise Fund.
Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an

22

 

explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations  — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
         
        Goldman Sachs
    AXA Enterprise   Structured Large Cap
    Multimanager Growth Fund   Growth Fund
         
Net Asset Value Risk
   X   X
Interest Rate Risk
       X
Stock Risk
   X   X
Derivatives Risk
       X
Management Risk
   X   X
Market Risk
   X   X
Liquidity Risk
       X
Investment Style Risk
   X   X
Foreign Risk
   X   X
Emerging Countries Risk
   X    
Issuer-Specific Risk
   X   X
Sub-adviser Selection Risk
   X    
Large-Capitalization Risk
   X   X
Mid and Small Capitalization Risk
       X
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Multimanager Growth Fund and the Goldman Sachs Structured Large Cap Growth Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization (assuming only the Reorganization of the AXA Enterprise Multimanager Growth Fund into the GST Fund and then assuming the reorganization of both the AXA Enterprise Multimanager Growth Fund and the AXA Enterprise Equity Fund into the GST Fund). The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended August 31, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on September 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended August 31, 2006. For financial statement purposes, the Goldman Sachs Structured Large Cap Growth Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.

23

 

      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists, (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., “pro forma figure 1”) and (4) the same GST Fund if both AXA Enterprise Funds are acquired by the single GST Fund (i.e., “pro forma figure 2”).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

24

 

                                                                                                 
                                Combined Fund Pro Forma
                            Combined Fund Pro Forma   (AXA Enterprise
            (AXA Enterprise   Multimanager Growth
    AXA Enterprise   Goldman Sachs Structured   Multimanager Growth   Fund + AXA Enterprise
    Multimanager Growth Fund   Large Cap Growth Fund   Fund + GST Fund)   Equity Fund + GST Fund)
                 
    Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       5.50% 1     None       None       5.50% 1     None       None       5.50% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None 1     5.00% 3     1.00% 4     None 1     5.00% 3     1.00% 4     None 1     5.00% 3     1.00% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                 
                                Combined Fund Pro Forma
                            Combined Fund Pro Forma   (AXA Enterprise
            (AXA Enterprise   Multimanager Growth
    AXA Enterprise   Goldman Sachs Structured   Multimanager Growth   Fund + AXA Enterprise
    Multimanager Growth Fund   Large Cap Growth Fund   Fund + GST Fund)   Equity Fund + GST Fund)
                 
    Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     1.00%       1.00%       1.00%       0.65% 6     0.65% 6     0.65% 6     0.65% 6     0.65% 6     0.65% 6     0.65% 6     0.65% 6     0.65% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       1.00%       1.00%       0.25%       1.00%       1.00%       0.25%       1.00%       1.00%  
Other Expenses*
     2.87%       2.86%       2.86%       0.26% 7     0.26% 7     0.26% 7     0.25% 7     0.25% 7     0.25% 7     0.25% 7     0.25% 7     0.25% 7
     
Total Fund Operating Expenses*
     4.32% 8     4.86% 8     4.86% 8     1.16%       1.91%       1.91%       1.15%       1.90%       1.90%       1.15%       1.90%       1.90%  
 
* The “Management Fees,” “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                 
                                Combined Fund Pro Forma
                            Combined Fund Pro Forma   (AXA Enterprise
            (AXA Enterprise   Multimanager Growth
    AXA Enterprise   Goldman Sachs Structured   Multimanager Growth   Fund + AXA Enterprise
    Multimanager Growth Fund   Large Cap Growth Fund   Fund + GST Fund)   Equity Fund + GST Fund)
                 
    Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     1.00%       1.00%       1.00%       0.55% 6     0.55% 6     0.55% 6     0.56% 6     0.56% 6     0.56% 6     0.56% 6     0.56% 6     0.56% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       1.00%       1.00%       0.25%       1.00%       1.00%       0.25%       1.00%       1.00%  
Other Expenses
     0.20%       0.20%       0.20%       0.20% 7     0.20% 7     0.20% 7     0.19% 7     0.19% 7     0.19% 7     0.19% 7     0.19% 7     0.19% 7
     
Total Fund Operating Expenses (after current expense limitations)
     1.65% 8     2.20% 8     2.20% 8     1.00%       1.75%       1.75%       1.00%       1.75%       1.75%       1.00%       1.75%       1.75%  

25

 

                                                                 
                            Combined Fund Pro
                        Forma (AXA Enterprise
            Combined Fund Pro   Multimanager Growth
    AXA Enterprise   Goldman Sachs   Forma (AXA Enterprise   Fund + AXA Enterprise
    Multimanager   Structured Large Cap   Multimanager Growth   Equity Fund
    Growth Fund   Growth Fund   Fund + GST Fund)   + GST Fund)
                 
    Class P   Class Y   Class A   Institutional   Class A   Institutional   Class A   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     5.50% 1     None       5.50% 1     None       5.50% 1     None       5.50% 1     None  
Maximum Deferred Sales Charge (Load)2
     None 4     None       None 1     None       None 1     None       None 1     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None  
                                                                 
                            Combined Fund Pro
                        Forma (AXA Enterprise
            Combined Fund Pro   Multimanager Growth
    AXA Enterprise   Goldman Sachs   Forma (AXA Enterprise   Fund + AXA Enterprise
    Multimanager   Structured Large Cap   Multimanager Growth   Equity Fund
    Growth Fund   Growth Fund   Fund + GST Fund)   + GST Fund)
                 
    Class P   Class Y   Class A   Institutional   Class A   Institutional   Class A   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                
Management Fees
     1.00%       1.00%       0.65% 6     0.65% 6     0.65% 6     0.65% 6     0.65% 6     0.65% 6
Distribution and Service (12b-1) Fees
     0.25%       None       0.25%       None       0.25%       None       0.25%       None  
Other Expenses*
     2.89%       2.89%       0.26% 7     0.11% 7     0.25% 7     0.10% 7     0.25% 7     0.10% 7
     
Total Fund Operating Expenses*
     4.14% 8     3.89% 8     1.16%       0.76%       1.15%       0.75%       1.15%       0.75%  
 
* The “Management Fees,” “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                 
                            Combined Fund Pro
                        Forma (AXA Enterprise
            Combined Fund Pro   Multimanager Growth
    AXA Enterprise   Goldman Sachs   Forma (AXA Enterprise   Fund + AXA Enterprise
    Multimanager   Structured Large Cap   Multimanager Growth   Equity Fund
    Growth Fund   Growth Fund   Fund + GST Fund)   + GST Fund)
                 
    Class P   Class Y   Class A   Institutional   Class A   Institutional   Class A   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                
Management Fees
     1.00%       1.00%       0.55% 6     0.55% 6     0.56% 6     0.56% 6     0.56% 6     0.56% 6
Distribution and Service (12b-1) Fees
     0.25%       None       0.25%       None       0.25%       None       0.25%       None  
Other Expenses
     0.20%       0.20%       0.20% 7     0.05% 7     0.18% 7     0.04% 7     0.18% 7     0.04% 7
     
Total Fund Operating Expenses (after current expense limitations)
     1.45% 8     1.20% 8     1.00%       0.60%       0.99%       0.60%       0.99%       0.60%  

26

 

 
1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of AXA Enterprise Funds and GST Funds automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase. If you buy $1,000,000 or more of Class P Shares of an AXA Enterprise Fund and redeem those shares within one year of the date of purchase, a CDSC of 1.00% generally will apply to the redemptions on those shares.
 
5 If you redeem or exchange shares of an AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the respective Fund for the benefit of the remaining shareholders.
 
6 GSAM has entered into the following fee reduction commitment for the GST Fund:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Structured Large Cap Growth Fund
     0.65%     First $1 Billion
      0.59%     Next $1 Billion
      0.56%     Over $2 Billion
Prior to this fee reduction commitment, the management fee for the GST Fund as an annual percentage rate of average daily net assets was 0.65%. Additionally, GSAM is currently voluntarily waiving a portion of its management fee equal to 0.10% based on the average daily net assets of the GST Fund.
 
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares and 0.04% of the average daily net assets of the Institutional Shares, plus all other ordinary expenses not detailed above. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any offset arrangements) to 0.004% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to a contract, AXA Equitable has agreed to make payments or waive its management, administrative or other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Multimanager Trust Trustees consent to an earlier revision or termination of this arrangement) so that the Total Fund Operating Expenses of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests and extraordinary expenses) do not exceed 1.65% for Class A Shares, 2.20% for Class B and Class C Shares, 1.45% for Class P Shares and 1.20% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Fund’s expense ratio and such reimbursements do not exceed the Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
 
For the twelve months ended August 31, 2006, a portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction, the Net Operating Expenses (after current expense limitations) for the AXA Enterprise Fund was 1.63% for Class A Shares, 2.18% for Class B and Class C Shares, 1.43% for Class P Shares and 1.18% for Class Y Shares.

27

 

     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the “Combined Fund Pro forma figure 1”) and (4) the same GST Fund of both the AXA Enterprise Fund and the AXA Enterprise Equity Fund are acquired by the single GST Fund (i.e., the “Combined Fund Pro forma figure 2”) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class P, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Multimanager Growth Fund
                                
 
Class A Shares
   $ 633     $ 1,467     $ 2,312     $ 4,477  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 720     $ 1,595     $ 2,372     $ 4,523  
   
- assuming no redemption
   $ 220     $ 1,195     $ 2,172     $ 4,523  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 320     $ 1,198     $ 2,179     $ 4,641  
   
- assuming no redemption
   $ 220     $ 1,198     $ 2,179     $ 4,641  
 
Class P Shares
   $ 688     $ 1,484     $ 2,293     $ 4,379  
 
Class Y Shares
   $ 121     $ 916     $ 1,729     $ 3,842  
Goldman Sachs Structured Large Cap Growth Fund
                                
 
Class A Shares
   $ 662     $ 898     $ 1,153     $ 1,881  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 694     $ 900     $ 1,232     $ 2,038  
   
- assuming no redemption
   $ 194     $ 600     $ 1,032     $ 2,038  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 294     $ 600     $ 1,032     $ 2,233  
   
- assuming no redemption
   $ 194     $ 600     $ 1,032     $ 2,233  
 
Institutional Shares
   $ 78     $ 243     $ 422     $ 942  
Combined Fund Pro Forma (AXA Enterprise Multimanager Growth Fund + GST Fund)
                                
 
Class A Shares
   $ 662     $ 898     $ 1,153     $ 1,881  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 694     $ 900     $ 1,232     $ 2,038  
   
- assuming no redemption
   $ 194     $ 600     $ 1,032     $ 2,038  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 294     $ 600     $ 1,032     $ 2,233  
   
- assuming no redemption
   $ 194     $ 600     $ 1,032     $ 2,233  
 
Institutional Shares
   $ 78     $ 243     $ 422     $ 942  

28

 

                                     
    1 Year   3 Years   5 Years   10 Years
                 
Combined Fund Pro Forma (AXA Enterprise Multimanager Growth Fund + AXA Enterprise Equity Fund + GST Fund)
                                
 
Class A Shares
   $ 661     $ 895     $ 1,148     $ 1,871  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 693     $ 897     $ 1,226     $ 2,027  
   
- assuming no redemption
   $ 193     $ 597     $ 1,026     $ 2,027  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 293     $ 597     $ 1,026     $ 2,222  
   
- assuming no redemption
   $ 193     $ 597     $ 1,026     $ 2,222  
 
Institutional Shares
   $ 77     $ 240     $ 417     $ 930  
 
1 The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.
      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A and Class P Shares and the assumed CDSC for Class B and Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.

29

 

      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.
AXA Enterprise Multimanager Growth Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 12/13/04)
                        
Return Before Taxes
     -5.32 %     NA       0.68 %
Return After Taxes on Distributions1
     -5.32 %     NA       0.68 %
Return After Taxes on Distributions and Sale of Fund Shares1
     -3.46 %     NA       0.58 %
Russell 1000 Growth Index2
     9.07 %     NA       7.64 %
Class B (inception 12/31/01)
                        
Return Before Taxes
     -6.05 %     -0.63 %     -0.63 %
Russell 1000 Growth Index
     9.07 %     2.69 %     2.69 %
Class C (inception 12/31/01)
                        
Return Before Taxes
     -2.09 %     -0.25 %     -0.25 %
Russell 1000 Growth Index
     9.07 %     2.69 %     2.69 %
Class P (inception 12/31/01)
                        
Return Before Taxes
     -5.91 %     -0.62 %     -0.62 %
Russell 1000 Growth Index
     9.07 %     2.69 %     2.69 %
Class Y (inception 12/31/01)
                        
Return Before Taxes
     -0.10 %     0.76 %     0.76 %
Russell 1000 Growth Index
     9.07 %     2.69 %     2.69 %

30

 

Goldman Sachs Structured Large Cap Growth Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 11/11/91)
                        
Return Before Taxes
     7.76 %     3.58 %     5.48 %
Return After Taxes on Distributions1
     1.85 %     2.41 %     3.80 %
Return After Taxes on Distributions and Sale of Fund Shares1
     1.22 %     2.07 %     3.42 %
Russell 1000 Growth Index2
     9.07 %     2.69 %     5.44 %
Class B (inception 5/1/97)
     6.97 %     2.81 %     4.01 %
Return Before Taxes
                        
Russell 1000 Growth Index
     9.07 %     2.69 %     4.87 %
Class C (inception 8/15/97)
     6.97 %     2.81 %     2.32 %
Return Before Taxes
                        
Russell 1000 Growth Index
     9.07 %     2.69 %     3.23 %
 
Class P shareholders of the AXA Enterprise Fund will receive Class A Shares of the GST Fund in connection with the Reorganization. Information regarding the performance of the Class A Shares of the GST Fund is shown above.
Institutional Class (inception 5/1/97)
                        
Return Before Taxes
     8.20 %     4.00 %     5.87 %
Russell 1000 Growth Index
     9.07 %     2.69 %     5.44 %
 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y, Class P and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The Russell 1000 Growth Index® is an unmanaged index of common stocks that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.

31

 

Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix E.
         
    AXA Enterprise   Goldman Sachs Structured
    Multimanager Growth Fund   Large Cap Growth Fund
         
Sales charges and Distribution/
Service (Rule 12b-1) Fees		   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.

32

 

         
    AXA Enterprise   Goldman Sachs Structured
    Multimanager Growth Fund   Large Cap Growth Fund
         
    Class P Shares. Class P Shares are no longer available for investment, except through reinvestment of dividends and distributions and through exchanges of Class P Shares of another AXA Enterprise Fund. Class P Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and in certain circumstances, waived. There is no CDSC on redemptions of Class P Shares, except in certain circumstances when the front-end sales charge is waived. Class P Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class P Shares.   Class P shareholders of the AXA Enterprise Fund will receive Class A Shares of the GST Fund in connection with the Reorganization. Information regarding the sales charges and distribution/service (Rule 12b-1) fees for the Class A Shares of the GST Fund is shown above.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for certain shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.

33

 

         
    AXA Enterprise   Goldman Sachs Structured
    Multimanager Growth Fund   Large Cap Growth Fund
         
 
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.
Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of August 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on August 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share. For this Reorganization where more than one AXA Enterprise Fund is being reorganized into the GST Fund, the Pro forma Combined Fund reflects both Funds being reorganized into the GST Fund and only the AXA Enterprise Multimanager Growth Fund being reorganized into the GST Fund.
                             
            Goldman Sachs               Pro forma
    AXA Enterprise       Structured Large       Pro forma       Combined Fund
    Multimanager   AXA Enterprise   Cap Growth       Combined Fund       (Fund A +
    Growth Fund   Equity Fund   Fund*   Pro Forma   (Fund A +   Pro Forma   Fund B +
    (Fund A)   (Fund B)   (Fund C)   Adjustments   Fund C)   Adjustments   Fund C)
                             
Net Assets:   $807
(Class A Shares)		   $43,197
(Class A Shares)		   $310,386
(Class A Shares)		   $0   $311,193
(Class A Shares)		   $3,072   $357,462
(Class A Shares)
    $347
(Class B Shares)		   $33,720
(Class B Shares)		   $41,947
(Class B Shares)		   $0   $42,293
(Class B Shares)		   $0   $76,013
(Class B Shares)
    $239
(Class C Shares)		   $23,498
(Class C Shares)		   $22,811
(Class C Shares)		   $0   $23,050
(Class C Shares)		   $0   $46,548
(Class C Shares)
    $3,072
(Class P Shares)		                   $(3,072)    
    $5,930
(Class Y Shares)		   $7,545
(Class Y Shares)		   $488,448
(Institutional Shares)		   $0   $494,378
(Institutional Shares)		   $0   $501,923
(Institutional Shares)

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            Goldman Sachs               Pro forma
    AXA Enterprise       Structured Large       Pro forma       Combined Fund
    Multimanager   AXA Enterprise   Cap Growth       Combined Fund       (Fund A +
    Growth Fund   Equity Fund   Fund*   Pro Forma   (Fund A +   Pro Forma   Fund B +
    (Fund A)   (Fund B)   (Fund C)   Adjustments   Fund C)   Adjustments   Fund C)
                             
Net Asset Value Per Share:   $9.46
(Class A Shares)		   $6.00
(Class A Shares)		   $13.20
(Class A Shares)		   $(9.46)   $13.20
(Class A Shares)		   $(15.46)   $13.20
(Class A Shares)
    $9.22
(Class B Shares)		   $5.72
(Class B Shares)		   $12.33
(Class B Shares)		   $(9.22)   $12.33
(Class B Shares)		   $(14.94)   $12.33
(Class B Shares)
    $9.21
(Class C Shares)		   $5.73
(Class C Shares)		   $12.34
(Class C Shares)		   $(9.21)   $12.34
(Class C Shares)		   $(14.94)   $12.34
(Class C Shares)
    $9.49
(Class P Shares)		                        
    $9.55
(Class Y Shares)		   $6.21
(Class Y Shares)		   $13.58
(Institutional Shares)		   $(9.55)   $13.58
(Institutional Shares)		   $(15.76)   $13.58
(Institutional Shares)
 
Shares Outstanding:   85
(Class A Shares)		   7,196
(Class A Shares)		   23,521
(Class A Shares)		   24   23,582
(Class A Shares)		   $(3,714)   27,088
(Class A Shares)
    38
(Class B Shares)		   5,892
(Class B Shares)		   3,401
(Class B Shares)		   9   3,429
(Class B Shares)		   $(3,167)   6,164
(Class B Shares)
    26
(Class C Shares)		   4,101
(Class C Shares)		   1,849
(Class C Shares)		   7   1,868
(Class C Shares)		   $(2,203)   3,773
(Class C Shares)
    324
(Class P Shares)		                        
    621
(Class Y Shares)		   1,215
(Class Y Shares)		   35,974
(Institutional Shares)		   184   36,411
(Institutional Shares)		   $(843)   36,967
(Institutional Shares)
 
* The Goldman Sachs Structured Large Cap Growth Fund will be the accounting survivor for financial statement purposes.
*     *     *     *     *
Proposal 1(c): Approval of the Reorganization of the AXA Enterprise Multimanager Mid Cap Growth Fund into the Goldman Sachs Growth Opportunities Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Multimanager Mid Cap Growth Fund into the Goldman Sachs Growth Opportunities Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. The AXA Enterprise Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the

35

 

AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Multimanager   Goldman Sachs Growth
Mid Cap Growth Fund   Opportunities Fund
     
Investment Objective   Investment Objective
Seeks long-term growth of capital.   Seeks long-term growth of capital.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of U.S. mid-capitalization companies. Mid-capitalization companies are companies with market capitalization within the range of companies in the Russell Midcap® Growth Index at the time of investment. The market capitalization of companies included in this index currently (as of December 31, 2006) ranges from approximately $1.18 billion to $21.43 billion.   The Fund invests, under normal circumstances, at least 90% of its Total Assets in equity investments with a primary focus on mid-cap companies.
 
The sub-advisers utilize an aggressive, growth-oriented investment style that emphasizes companies that are either in or entering into the growth phase of their business cycle. In choosing investments, sub- advisers utilize a process that involves researching and evaluating individual companies for potential investment. The sub-advisers may sell a security for a variety of reasons, such as to invest in a company offering superior investment opportunities.   The Fund seeks to achieve its investment objective by investing in a diversified portfolio of equity investments that are considered by the adviser to be strategically positioned for long-term growth.
 
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-advisers believe provide opportunities for capital growth, such as preferred stocks, warrants and securities convertible into common stock.   Although the Fund invests primarily in publicly traded U.S. securities, it may invest up to 25% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies. The fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.
 
The Fund, to a limited extent, may invest in foreign securities, including depositary receipts of foreign based companies, including companies in developing countries.    

36

 

     
AXA Enterprise Multimanager   Goldman Sachs Growth
Mid Cap Growth Fund   Opportunities Fund
     
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   The Fund may, for temporary defensive purposes, invest 100% of its Total Assets in U.S. Government Securities; commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO; certificates of deposit; bankers’ acceptances; repurchase agreements and non-convertible preferred stocks and non- convertible corporate bonds with a remaining maturity of less than one year.
 
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by investment sub-advisers selected by AXA Equitable. The Fund’s sub-advisers are AllianceBernstein L.P., Franklin Advisers, Inc. and Provident Investment Counsel, Inc.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Multimanager Mid Cap Growth Fund and Goldman Sachs Growth Opportunities Fund are, in general, similar. One difference that should be noted is that the GST Fund normally is required to invest at least 90% of its Total Assets in equity investments and has a primary focus on mid-cap companies, while the AXA Enterprise Fund normally is required to invest at least 80% of its net assets in equity securities of mid-cap companies at the time of investment. Another difference is that the GST Fund may invest up to 25% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies, while the AXA Enterprise Fund may invest up to 20% of its assets in such securities.

37

 

Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
         
    AXA Enterprise Multimanager   Goldman Sachs Growth
    Mid Cap Growth Fund   Opportunities Fund
         
Net Asset Value Risk
   X   X
Interest Rate Risk
       X
Credit/Default Risk
       X
Stock Risk
   X   X
Derivatives Risk
       X
Management Risk
   X   X
Market Risk
   X   X
Liquidity Risk
   X   X
Investment Style Risk
   X   X
Mid Cap Risk
   X   X
Small Cap Risk
       X
Foreign Risk
   X   X
Emerging Countries Risk
   X   X
Issuer-Specific Risk
   X   X
Sub-adviser Selection Risk
   X    
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Multimanager Mid Cap Growth Fund and the Goldman Sachs Growth Opportunities Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended August 31, 2006. The Combined Fund pro forma expense ratios are constructed by

38

 

assuming that the Reorganization occurred on September 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended August 31, 2006. For financial statement purposes, the Goldman Sachs Growth Opportunities Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

39

 

                                                                                                         
    AXA Enterprise Multimanager   Goldman Sachs    
    Mid Cap Growth Fund   Growth Opportunities Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Shareholder Fees
(fees paid directly from your investment):
                                                                                                        
Maximum Sales Charge (Load) Imposed on Purchases
     4.75%1       None       None       5.50%1       None       5.50%1       None       None       None       5.50%1       None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00%3       1.00%4       None 4     None       None 1     5.00%3       1.00%4       None       None 1     5.00%3       1.00%4       None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00%5       2.00%5       2.00%5       2.00%5       2.00%5       None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                         
    AXA Enterprise   Goldman Sachs    
    Multimanager Mid Cap Growth Fund   Growth Opportunities Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                        
Management Fees
     1.20%       1.20%       1.20%       1.20%       1.20%       1.00%6       1.00%6       1.00%6       1.00%6       0.99%6       0.99%6       0.99%6       0.99%6  
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     2.38%       2.37%       2.37%       2.40%       2.40%       0.23%7       0.23%7       0.23%7       0.08%7       0.22%7       0.22%7       0.22%7       0.07%7  
     
Total Fund Operating Expenses*
     4.03%8       4.57%8       4.57%8       3.85%8       3.60%8       1.47%       2.22%       2.22%       1.07%       1.47%       2.22%       2.22%       1.07%  
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                         
    AXA Enterprise   Goldman Sachs    
    Multimanager Mid Cap Growth Fund   Growth Opportunities Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                        
Management Fees
     1.16%       1.16%       1.16%       1.16%       1.16%       1.00%6       1.00%6       1.00%6       1.00%6       0.99%6       0.99%6       0.99%6       0.99%6  
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.29%       0.29%       0.29%       0.29%       0.29%       0.22%7       0.22%7       0.22%7       0.08%7       0.23%7       0.23% 7       0.23%7       0.07%7  
     
Total Fund Operating Expenses (after current expense limitations)
     1.90% 8       2.45%8       2.45%8       1.70%8       1.45%8       1.47%       2.22%       2.22%       1.07%       1.47%       2.22%       2.22%       1.07%  

40

 

 
1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of AXA Enterprise Funds and GST Funds automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase. If you buy $1,000,000 or more of Class P Shares of an AXA Enterprise Fund and redeem those shares within one year of the date of purchase, a CDSC of 1.00% generally will apply to the redemptions on those shares.
 
5 If you redeem or exchange shares of an AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the respective Fund for the benefit of the remaining shareholders.
 
6 GSAM has entered into the following fee reduction commitment for the GST Fund:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Growth Opportunities Fund
     1.00%     First $2 Billion
      0.90%     Over $2 Billion
Prior to this fee reduction commitment, the management fee for the GST Fund as an annual percentage rate of average daily net assets was 1.00%.
 
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares and 0.04% of the average daily net assets of the Institutional Shares, plus all other ordinary expenses not detailed above. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any offset arrangements) to 0.114% of the GST Fund’s average daily net assets. The expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to a contract, AXA Equitable has agreed to make payments or waive its management, administrative or other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Multimanager Trust Trustees consent to an earlier revision or termination of this arrangement) so that the Total Fund Operating Expenses of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the fund invests, and extraordinary expenses) do not exceed 1.90% for Class A Shares, 2.45% for Class B and Class C Shares, 1.70% for Class P Shares and 1.45% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Fund’s expense ratio and such reimbursements do not exceed the Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
 
For the twelve months ended August 31, 2006, a portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction, the Net Operating Expenses (after current expense limitations) for the AXA Enterprise Fund was 1.86% for Class A Shares, 2.41% for Class B and Class C Shares, 1.66% for Class P Shares and 1.41% for Class Y Shares.

41

 

     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class P, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Multimanager Mid Cap Growth Fund
                                
 
Class A Shares
   $ 657     $ 1,440     $ 2,238     $ 4,301  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 746     $ 1,567     $ 2,297     $ 4,349  
   
- assuming no redemption
   $ 246     $ 1,167     $ 2,097     $ 4,349  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 346     $ 1,167     $ 2,097     $ 4,457  
   
- assuming no redemption
   $ 246     $ 1,167     $ 2,097     $ 4,457  
 
Class P Shares
   $ 712     $ 1,456     $ 2,218     $ 4,200  
 
Class Y Shares
   $ 146     $ 886     $ 1,648     $ 3,646  
Goldman Sachs Growth Opportunities Fund
                                
 
Class A Shares
   $ 691     $ 989     $ 1,390     $ 2,211  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 725     $ 994     $ 1,390     $ 2,365  
   
- assuming no redemption
   $ 225     $ 694     $ 1,190     $ 2,365  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 325     $ 694     $ 1,190     $ 2,554  
   
- assuming no redemption
   $ 225     $ 694     $ 1,190     $ 2,554  
 
Institutional Shares
   $ 109     $ 340     $ 590     $ 1,306  
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 691     $ 989     $ 1,390     $ 2,211  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 725     $ 994     $ 1,390     $ 2,365  
   
- assuming no redemption
   $ 225     $ 694     $ 1,190     $ 2,365  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 325     $ 694     $ 1,190     $ 2,554  
   
- assuming no redemption
   $ 225     $ 694     $ 1,190     $ 2,554  
 
Institutional Shares
   $ 109     $ 340     $ 590     $ 1,306  
 
1 The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should

42

 

not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.
      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A and Class P Shares and the assumed CDSC for Class B and Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

43

 

AXA Enterprise Multimanager Mid Cap Growth Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 12/13/04)
                        
Return Before Taxes
     4.24 %     NA       7.27 %
Return After Taxes on Distributions1
     2.94 %     NA       6.62 %
Return After Taxes on Distributions and Sale of Fund Shares1
     4.49 %     NA       6.22 %
Russell Midcap Growth Index2
     10.66 %     NA       12.30 %
Class B (inception 12/31/01)
                        
Return Before Taxes
     3.79 %     1.87 %     1.87 %
Russell Midcap Growth Index
     10.66 %     8.22 %     8.22 %
Class C (inception 12/31/01)
                        
Return Before Taxes
     7.77 %     2.22 %     2.22 %
Russell Midcap Growth Index
     10.66 %     8.22 %     8.22 %
Class P (inception 12/31/01)
                        
Return Before Taxes
     3.47 %     1.86 %     1.86 %
Russell Midcap Growth Index
     10.66 %     8.22 %     8.22 %
Class Y (inception 12/31/01)
                        
Return Before Taxes
     9.82 %     3.26 %     3.26 %
Russell Midcap Growth Index
     10.66 %     8.22 %     8.22 %
Goldman Sachs Growth Opportunities Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 5/24/99)
                        
Return Before Taxes
     6.14 %     4.37 %     12.93 %
Return After Taxes on Distributions1
     -0.43 %     2.89 %     11.61 %
Return After Taxes on Distributions and Sale of Fund Shares1
     1.25 %     2.74 %     10.56 %
Russell Midcap Growth Index2
     10.66 %     8.21 %     5.34 %
Class B (inception 5/24/99)
                        
Return Before Taxes
     5.30 %     3.58 %     12.18 %
Russell Midcap Growth Index
     10.66 %     8.21 %     5.34 %
Class C (inception 5/24/99)
                        
Return Before Taxes
     5.29 %     3.59 %     12.09 %
Russell Midcap Growth Index
     10.66 %     8.21 %     5.34 %
 
Class P shareholders of the AXA Enterprise Fund will receive Class A Shares of the GST Fund in connection with the Reorganization. Information regarding the performance of the Class A Shares of the GST Fund is shown above.
Institutional Class (inception 5/24/99)
                        
Return Before Taxes
     6.51 %     4.78 %     13.37 %
Russell Midcap Growth Index
     10.66 %     8.21 %     5.34 %
 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y, Class P and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax

44

 

situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The Russell Midcap® Growth Index is an unmanaged index which measures the performance of the bottom 800 companies in the Russell 1000® Index with a greater than average growth orientation. Securities in this index tend to exhibit higher price-to-book and price-earnings ratios, lower dividend yields and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.

Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix E.
         
    AXA Enterprise Multimanager    
    Mid Cap Growth Fund   Goldman Sachs Growth Opportunities Fund
         
Sales charges and Distribution/ Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.

45

 

         
    AXA Enterprise Multimanager    
    Mid Cap Growth Fund   Goldman Sachs Growth Opportunities Fund
         
    Class P Shares. Class P Shares are no longer available for investment, except through reinvestment of dividends and distributions and through exchanges of Class P Shares of another AXA Enterprise Fund. Class P Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and in certain circumstances, waived. There is no CDSC on redemptions of Class P Shares, except in certain circumstances when the front-end sales charge is waived. Class P Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class P Shares.   Class P shareholders of the AXA Enterprise Fund will receive Class A Shares of the GST Fund in connection with the Reorganization. Information regarding the sales charges and distribution/ service (Rule 12b-1) fees for the Class A Shares of the GST Fund is shown above.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.

46

 

         
    AXA Enterprise Multimanager    
    Mid Cap Growth Fund   Goldman Sachs Growth Opportunities Fund
         
 
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.
Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of August 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on August 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share.
                 
    AXA Enterprise            
    Multimanager Mid   Goldman Sachs Growth   Pro Forma   Pro Forma
    Cap Growth Fund   Opportunities Fund*   Adjustments   Combined Fund
                 
Net Assets:
   $2,193
(Class A Shares)		   $908,135
(Class A Shares)		   $4,467   $914,795
(Class A Shares)
    $844
(Class B Shares)		   $69,240
(Class B Shares)		   $(0)   $70,084
(Class B Shares)
    $548
(Class C Shares)		   $113,383
(Class C Shares)		   $0   $113,931
(Class C Shares)
    $4,467
Class P Shares)		       $(0)    
    $6,886
(Class Y Shares)		   $771,166
(Institutional Shares)		   $(4,467)   $778,052
(Institutional Shares)
 
Net Asset Value Per Share:   $10.64
(Class A Shares)		   $20.81
(Class A Shares)		   $(10.64)   $20.81
(Class A Shares)
    $10.29
(Class B Shares)		   $19.80
(Class B Shares)		   $(10.29)   $19.80
(Class B Shares)
    $10.28
(Class C Shares)		   $19.66
(Class C Shares)		   $(10.28)   $19.66
(Class C Shares)
    $10.66
(Class P Shares)		            

47

 

                 
    AXA Enterprise            
    Multimanager Mid   Goldman Sachs Growth   Pro Forma   Pro Forma
    Cap Growth Fund   Opportunities Fund*   Adjustments   Combined Fund
                 
    $10.79
(Class Y Shares)		   $21.45
(Institutional Shares)		   $(10.79)   $21.45
(Institutional Shares)
Shares Outstanding:   206
(Class A Shares)		   43,630
(Class A Shares)		   114   43,950
(Class A Shares)
    82
(Class B Shares)		   3,497
(Class B Shares)		   (39)   3,540
(Class B Shares)
    53
(Class C Shares)		   5,768
(Class C Shares)		   (25)   5,796
(Class C Shares)
    419
(Class P Shares)		       (317)    
    638
(Class Y Shares)		   35,955
(Institutional Shares)		   (419)   36,276
(Institutional Shares)
 
* The Goldman Sachs Growth Opportunities Fund will be the accounting survivor for financial statement purposes.
*    *    *    *    *
Proposal 1(d): Approval of the Reorganization of the AXA Enterprise Multimanager Mid Cap Value Fund into the Goldman Sachs Mid Cap Value Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Multimanager Mid Cap Value Fund into the Goldman Sachs Mid Cap Value Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. Each Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.

48

 

     
AXA Enterprise Multimanager   Goldman Sachs
Mid Cap Value Fund   Mid Cap Value Fund
     
Investment Objective   Investment Objective
Seeks long-term growth of capital.   Seeks long-term capital appreciation
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of U.S. mid-capitalization companies. Mid-capitalization companies are companies with market capitalization within the range of companies in the Russell Midcap® Value Index at the time of investment. The capitalization of the Russell Midcap® Value Index is currently between $1.3 billion and $19 billion.   The Fund invests, under normal circumstances, at least 80% of its Net Assets in a diversified portfolio of equity investments in mid-cap issuers with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of companies constituting the Russell Midcap® Value Index at the time of investment. If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization of the Russell Midcap® Value Index is currently between $1.3 billion and $19 billion.
 
The sub-advisers utilize a value-oriented investment style that emphasizes companies deemed to be currently under-priced according to certain financial measurements, which may include price-to-earnings and price-to-book ratios and dividend income potential. This process involves researching and evaluating individual companies for potential investment by the Fund. This approach will often lead the Fund to focus on “strong companies” in out-of-favor sectors or out-of-favor companies exhibiting a catalyst for change. The sub-advisers may sell a security for a variety of reasons, such as because it becomes overvalued or shows deteriorating fundamentals.   The investment adviser focuses on mid-cap U.S. equity investments that are believed to be undervalued or undiscovered by the market place.
 
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-advisers believe provide opportunities for capital growth, such as preferred stocks, warrants and securities convertible into common stock.   The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.
 
The Fund also may invest, to a limited extent, in foreign securities, including depositary receipts of foreign based companies, including companies in developing countries.   Although the Fund invests primarily in publicly- traded U.S. securities, it may invest up to 25% of its Net Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.

49

 

     
AXA Enterprise Multimanager   Goldman Sachs
Mid Cap Value Fund   Mid Cap Value Fund
     
The Fund may invest in the aggregate up to 20% of its net assets in companies with public stock market capitalizations outside the range of companies constituting the Russell Midcap® Value Index at the time of investment, foreign securities and fixed- income securities, such as government, corporate and bank debt obligations.   The Fund may invest in the aggregate up to 20% of its Net Assets in companies with public stock market capitalizations outside the range of companies constituting the Russell Midcap® Value Index at the time of investment and in fixed-income securities such as government, corporate and bank debt obligations.
 
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   The Fund may, for temporary defensive purposes, invest 100% of its Total Assets in U.S. Government Securities; commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO; certificates of deposit; bankers’ acceptances; repurchase agreements and non-convertible preferred stocks and non- convertible corporate bonds with a remaining maturity of less than one year.
 
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by investment sub-advisers selected by AXA Equitable. The Fund’s sub-advisers are AXA Rosenberg Investment Management LLC, TCW Investment Management Company and Wellington Management Company, LLP.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Multimanager Mid Cap Value Fund and Goldman Sachs Mid Cap Value Fund are, in general, similar. One difference that should be noted is that the GST Fund may invest up to 25% of its Net Assets in foreign securities, while the AXA Enterprise Fund may invest up to 20% of its Net Assets in such securities.

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Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
         
    AXA Enterprise Multimanager   Goldman Sachs
    Mid Cap Value Fund   Mid Cap Value Fund
         
Net Asset Value Risk
   X   X
Interest Rate Risk
       X
Credit/Default Risk
       X
Stock Risk
   X   X
Derivatives Risk
       X
Management Risk
   X   X
Market Risk
   X   X
Liquidity Risk
   X   X
Investment Style Risk
   X   X
Mid Cap Risk
   X   X
Small Cap Risk
       X
Foreign Risk
   X   X
Emerging Countries Risk
   X   X
Issuer-Specific Risk
   X   X
Sub-adviser Selection Risk
   X    
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Multimanager Mid Cap Value Fund and the Goldman Sachs Mid Cap Value Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended August 31, 2006. The Combined Fund pro forma expense ratios are constructed by

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assuming that the Reorganization occurred on September 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended August 31, 2006. For financial statement purposes, the Goldman Sachs Mid Cap Value Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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    AXA Enterprise Multimanager        
    Mid Cap Value Fund   Goldman Sachs Mid Cap Value Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Shareholder Fees
(fees paid directly from your investment):
                                                                                                        
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       5.50% 1     None       5.50% 1     None       None       None       5.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                         
    AXA Enterprise Multimanager        
    Mid Cap Value Fund   Goldman Sachs Mid Cap Value Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                        
Management Fees
     1.20%       1.20%       1.20%       1.20%       1.20%       0.72% 6     0.72% 6     0.72% 6     0.72% 6     0.72% 6     0.72% 6     0.72% 6     0.72% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     2.24%       2.25%       2.25%       2.27%       2.27%       0.22% 7     0.22% 7     0.22% 7     0.07% 7     0.22% 7     0.22% 7     0.22% 7     0.07% 7
     
Total Fund Operating Expenses*
     3.89% 8     4.45% 8     4.45% 8     3.72% 8     3.47% 8     1.19%       1.94%       1.94%       0.79%       1.19%       1.94%       1.94%       0.79%  
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                         
    AXA Enterprise Multimanager        
    Mid Cap Value Fund   Goldman Sachs Mid Cap Value Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
                                                                                                        
Management Fees
     1.20%       1.20%       1.20%       1.20%       1.20%       0.71% 6     0.71% 6     0.71% 6     0.71% 6     0.71% 6     0.71% 6     0.71% 6     0.71% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.25%       0.25%       0.25%       0.25%       0.25%       0.21% 7     0.21% 7     0.21% 7     0.06% 7     0.21% 7     0.21% 7     0.21% 7     0.06% 7
     
Total Fund Operating Expenses (after current expense limitations)
     1.90% 8     2.45% 8     2.45% 8     1.70% 8     1.45% 8     1.17%       1.92%       1.92%       0.77%       1.17%       1.92%       1.92% 6     0.77%  

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1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of AXA Enterprise Funds and GST Funds automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase. If you buy $1,000,000 or more of Class P Shares of an AXA Enterprise Fund and redeem those shares within one year of the date of purchase, a CDSC of 1.00% generally will apply to the redemptions on those shares.
 
5 If you redeem or exchange shares of an AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the respective Fund for the benefit of the remaining shareholders.
 
6 GSAM has entered into the following fee reduction commitment for the GST Fund:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Mid Cap Value Fund
     0.75%     First $2 Billion
      0.68%     Over $2 Billion
      Prior to this fee reduction commitment, the management fee for the GST Fund as an annual percentage rate of average daily net assets was 0.75%.
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares and 0.04% of the average daily net assets of the Institutional Shares, plus all other ordinary expenses not detailed above. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any offset arrangements) to 0.104% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time of the option of the GST Fund’s investment adviser.
 
8 Pursuant to a contract, AXA Equitable has agreed to make payments or waive its management, administrative or other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Multimanager Trust Trustees consent to an earlier revision or termination of this arrangement) so that the Total Fund Operating Expenses of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests, and extraordinary expenses) do not exceed 1.90% for Class A Shares, 2.45% for Class B and Class C Shares, 1.70% for Class P Shares and 1.45% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Fund’s expense ratio and such reimbursements do not exceed the Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
For the twelve months ended August 31, 2006, a portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction, the Net Operating Expenses (after current expense limitations) for the AXA Enterprise Fund was 1.89% for Class A Shares, 2.44% for Class B and Class C Shares, 1.69% for Class P Shares and 1.44% for Class Y Shares.

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     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class P, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Multimanager Mid Cap Value Fund
                                
 
Class A Shares
   $ 657     $ 1,415     $ 2,189     $ 4,202  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 746     $ 1,545     $ 2,255     $ 4,261  
   
- assuming no redemption
   $ 246     $ 1,145     $ 2,055     $ 4,261  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 346     $ 1,145     $ 2,055     $ 4,374  
   
- assuming no redemption
   $ 246     $ 1,145     $ 2,055     $ 4,374  
 
Class P Shares
   $ 712     $ 1,433     $ 2,173     $ 4,107  
 
Class Y Shares
   $ 146     $ 862     $ 1,599     $ 3,544  
Goldman Sachs Mid Cap Value Fund
                                
 
Class A Shares
   $ 665     $ 907     $ 1,168     $ 1,914  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 697     $ 909     $ 1,247     $ 2,070  
   
- assuming no redemption
   $ 197     $ 609     $ 1,047     $ 2,070  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 297     $ 609     $ 1,047     $ 2,264  
   
- assuming no redemption
   $ 197     $ 609     $ 1,047     $ 2,264  
 
Institutional Shares
   $ 81     $ 252     $ 439     $ 978  
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 665     $ 907     $ 1,168     $ 1,914  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 697     $ 909     $ 1,247     $ 2,070  
   
- assuming no redemption
   $ 197     $ 609     $ 1,047     $ 2,070  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 297     $ 609     $ 1,047     $ 2,264  
   
- assuming no redemption
   $ 197     $ 609     $ 1,047     $ 2,264  
 
Institutional Shares
   $ 81     $ 252     $ 439     $ 978  
 
1   The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.

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      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A and Class P Shares and the assumed CDSC for Class B and Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

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AXA Enterprise Multimanager Mid Cap Value Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 12/13/04)
                        
Return Before Taxes
     8.99 %     NA       9.19 %
Return After Taxes on Distributions1
     6.93 %     NA       7.27 %
Return After Taxes on Distributions and Sale of Fund Shares1
     7.61 %     NA       7.48 %
Russell Midcap Value Index2
     20.22 %     NA       17.33 %
Class B (inception 12/31/01)
                        
Return Before Taxes
     8.89 %     7.35 %     7.35 %
Russell Midcap Value Index
     20.22 %     15.88 %     15.88 %
Class C (inception 12/31/01)
                        
Return Before Taxes
     12.83 %     7.60 %     7.60 %
Russell Midcap Value Index
     20.22 %     15.88 %     15.88 %
Class P (inception 12/31/01)
                        
Return Before Taxes
     8.34 %     7.21 %     7.21 %
Russell Midcap Value Index
     20.22 %     15.88 %     15.88 %
Class Y (inception 12/31/01)
                        
Return Before Taxes
     14.92 %     8.68 %     8.68 %
Russell Midcap Value Index
     20.22 %     15.88 %     15.88 %
Goldman Sachs Mid Cap Value Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 8/15/97)
                        
Return Before Taxes
     15.61 %     14.54 %     11.48 %
Return After Taxes on Distributions1
     8.50 %     12.31 %     9.25 %
Return After Taxes on Distributions and Sale of Fund Shares1
     7.00 %     11.29 %     8.65 %
Russell Midcap Value Index2
     20.22 %     15.87 %     12.23 %
Class B (inception 8/15/97)
                        
Return Before Taxes
     14.76 %     13.69 %     10.68 %
Russell Midcap Value Index
     20.22 %     15.87 %     12.23 %
Class C (inception 8/15/97)
                        
Return Before Taxes
     14.76 %     13.69 %     10.68 %
Russell Midcap Value Index
     20.22 %     15.87 %     12.23 %
Class P shareholders of the AXA Enterprise Fund will receive Class A Shares of the GST Fund in connection with the Reorganization. Information regarding the performance of the Class A Shares of the GST Fund is shown above.
Institutional Class (inception 8/1/95)
                        
Return Before Taxes
     16.06 %     15.00 %     14.37 %
Russell Midcap Value Index
     20.22 %     15.87 %     13.64 %
 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y, Class P and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax

57

 

situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The Russell Midcap® Value Index is an unmanaged index which measures the performance of the bottom 800 companies in the Russell 1000® Index with a lower than average growth orientation. Securities in this index tend to exhibit lower price-to-book and price-earnings ratios, lower dividend yields and lower forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.

Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix E.
         
    AXA Enterprise Multimanager    
    Mid Cap Value Fund   Goldman Sachs Mid Cap Value Fund
         
Sales charges and Distribution/ Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.

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    AXA Enterprise Multimanager    
    Mid Cap Value Fund   Goldman Sachs Mid Cap Value Fund
         
    Class P Shares. Class P Shares are no longer available for investment, except through reinvestment of dividends and distributions and through exchanges of Class P Shares of another AXA Enterprise Fund. Class P Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and in certain circumstances, waived. There is no CDSC on redemptions of Class P Shares, except in certain circumstances when the front-end sales charge is waived. Class P Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class P Shares.   Class P shareholders of the AXA Enterprise Fund will receive Class A Shares of the GST Fund in connection with the Reorganization. Information regarding the sales charges and distribution/service (Rule 12b-1) fees for the Class A Shares of the GST Fund is shown above.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for certain shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.

59

 

         
    AXA Enterprise Multimanager    
    Mid Cap Value Fund   Goldman Sachs Mid Cap Value Fund
         
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.
Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of August 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on August 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share.
                 
    AXA Enterprise            
    Multimanager Mid   Goldman Sachs Mid   Pro Forma   Pro Forma
    Cap Value Fund   Cap Value Fund*   Adjustments   Combined Fund
                 
Net Assets:
   $2,430
(Class A Shares)		   $3,434,753
(Class A Shares)		   $6,007   $3,443,190
(Class A Shares)
    $903
(Class B Shares)		   $206,335
(Class B Shares)		   $0   $207,238
(Class B Shares)
    $600
(Class C Shares)		   $353,614
(Class C Shares)		   $0   $354,214
(Class C Shares)
    $6,007
(Class P Shares)		            
    $8,715
(Class Y Shares)		   $1,837,408
(Institutional Shares)		   $(0)   $1,846,123
(Institutional Shares)

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    AXA Enterprise            
    Multimanager Mid   Goldman Sachs Mid   Pro Forma   Pro Forma
    Cap Value Fund   Cap Value Fund*   Adjustments   Combined Fund
                 
Net Asset Value Per Share:
   $12.33
(Class A Shares)		   $36.84
(Class A Shares)		   $(12.33)   $36.84
(Class A Shares)
    $12.01
(Class B Shares)		   $35.73
(Class B Shares)		   $(12.01)   $35.73
(Class B Shares)
    $11.98
(Class C Shares)		   $35.52
(Class C Shares)		   $(11.98)   $35.52
(Class C Shares)
    $12.37
(Class P Shares)		            
    $12.47
(Class Y Shares)		   $37.18
(Institutional Shares)		   $(12.47)   $37.18
(Institutional Shares)
 
Shares Outstanding:
   197
(Class A Shares)		   93,225
(Class A Shares)		   32   93,454
(Class A Shares)
    75
(Class B Shares)		   5,775
(Class B Shares)		   (50)   5,800
(Class B Shares)
    50
(Class C Shares)		   9,955
(Class C Shares)		   (33)   9,972
(Class C Shares)
    486
(Class P Shares)		            
    699
(Class Y Shares)		   49,414
(Institutional Shares)		   (465)   49,648
(Institutional Shares)
 
* The Goldman Sachs Mid Cap Value Fund will be the accounting survivor for financial statement purposes.
*     *     *     *     *
Proposal 1(e): Approval of the Reorganization of the AXA Enterprise Multimanager Value Fund into the Goldman Sachs Structured Large Cap Value Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Multimanager Value Fund into the Goldman Sachs Structured Large Cap Value Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. The GST Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA

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Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Multimanager Value Fund   Goldman Sachs Structured Large Cap Value Fund
     
Investment Objective   Investment Objective
Seeks long-term growth of capital.   Seeks long-term growth of capital and dividend income.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund intends to invest primarily in equity securities of U.S. large capitalization companies. Large capitalization companies are companies with market capitalization in excess of $5 billion at the time of investment.   The Fund invests, under normal circumstances, at least 80% of its Net Assets in a diversified portfolio of equity investments in large-cap U.S. issuers, including foreign issuers that are traded in the United States. However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments. These issuers will have public stock market capitalizations (based upon shares available for trading on an unrestricted basis) similar to that of the range of the market capitalizations of companies constituting the Russell 1000® Value Index at the time of investment. If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell 1000® Value Index is currently between $1.601 billion and $432.114 billion. The Fund is not required to limit its investments to securities in the Russell 1000® Value Index.
 
The sub-advisers focus primarily on stocks that are currently under priced using certain financial measurements, including the stock’s price-to-earnings and price-to-book ratios and dividend income potential. This process involves researching and evaluating individual companies for potential investment. This approach often leads the Fund to focus on “strong companies” in out-of-favor sectors or out-of-favor companies exhibiting a catalyst for change. The sub-advisers may sell a security for a variety of reasons, such as because it becomes overvalued or shows deteriorating fundamentals.   The Fund’s investments are selected using both a variety of quantitative techniques derived from fundamental research including but not limited to valuation, momentum, profitability and earnings in seeking to maximize the Fund’s expected return. The Fund maintains risk, style, capitalization and industry characteristics similar to the Russell 1000® Value Index. The Fund seeks to maximize expected return while maintaining characteristics similar to its benchmark which consists of companies with above average capitalizations, low earnings growth expectations and above average dividend yields.
 
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-advisers believe provide opportunities for capital growth, such as preferred stocks, warrants and securities convertible into common stock.   The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.

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AXA Enterprise Multimanager Value Fund   Goldman Sachs Structured Large Cap Value Fund
     
The Fund also may invest, to a limited extent, in foreign securities, including depositary receipts of foreign based companies, including companies in developing countries.   The Fund may invest in foreign issuers that are traded in the United States.
 
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   For temporary defensive purposes, the Fund may invest up to 35% of Total Assets in U.S. Government Securities; commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO; certificates of deposit; bankers’ acceptances; repurchase agreements and non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year.
 
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by investment sub-advisers selected by AXA Equitable. The Fund’s sub-advisers are Alliance Capital Management L.P., Institutional Capital LLC and MFS Investment Management.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Multimanager Value Fund and Goldman Sachs Structured Large Cap Value Fund are, in general, similar. One difference that should be noted is that the GST Fund seeks capital appreciation and dividend income as part of its objective, while the AXA Enterprise Fund only seeks capital appreciation. In addition, the GST Fund normally invests at least 80% of its Net Assets in equity investment in large-cap U.S. issuers (including foreign companies traded in the U.S.), while the AXA Enterprise Fund normally invests 65% of its assets in such securities. In addition, the AXA Enterprise Fund defines large capitalization companies as companies with market capitalization in excess of $5 billion at the time of investment. The investment adviser for the GST Fund targets equity investments that fall within the capitalization range of the Russell 1000® Value Index, which is currently between $1.601 billion and $432.114 billion. Another difference is that the GST Fund may invest in foreign securities to a greater extent than the AXA Enterprise Fund. In addition, the investment adviser to the GST Fund uses a quantitative investment style unlike the investment advisers for the AXA Enterprise Fund.

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Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
         
    AXA Enterprise   Goldman Sachs
    Multimanager   Structured Large
    Value Fund   Cap Value Fund
         
Net Asset Value Risk
   X   X
Interest Rate Risk
       X
Stock Risk
   X   X
Derivatives Risk
       X
Management Risk
   X   X
Market Risk
   X   X
Liquidity Risk
       X
Investment Style Risk
   X   X
Foreign Risk
   X   X
Emerging Countries Risk
   X    
Issuer-Specific Risk
   X   X
Sub-adviser Selection Risk
   X    
Large-Capitalization Risk
   X   X
Mid-and Small-Capitalization Risk
       X
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Multimanager Value Fund and the Goldman Sachs Structured Large Cap Value Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended August 31, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on September 1, 2005 and represent the hypothetical experience of the

64

 

combined pro forma fund for the twelve months ended August 31, 2006. For financial statement purposes, the Goldman Sachs Structured Large Cap Value Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

65

 

                                                                                                         
    AXA Enterprise   Goldman Sachs    
    Multimanager Value Fund   Structured Large Cap Value Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Shareholder Fees
(fees paid directly from your investment):
                                                                                                        
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       5.50% 1     None       5.50% 1     None       None       None       5.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                         
    AXA Enterprise   Goldman Sachs    
    Multimanager Value Fund   Structured Large Cap Value Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                        
Management Fees
     1.00%       1.00%       1.00%       1.00%       1.00%       0.60% 6     0.60% 6     0.60% 6     0.60% 6     0.60% 6     0.60% 6     0.60% 6     0.60% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     0.99%       1.00%       1.00%       1.00%       1.00%       0.25% 7     0.24% 7     0.24% 7     0.09% 7     0.24% 7     0.24% 7     0.24% 7     0.09% 7
     
Total Fund Operating Expenses*
     2.44% 8     3.00% 8     3.00% 8     2.25% 8     2.00% 8     1.10%       1.84%       1.84%       0.69%       1.09%       1.84%       1.84%       0.69%  
 
* The “Management Fees,” “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                         
    AXA Enterprise   Goldman Sachs    
    Multimanager Value Fund   Structured Large Cap Value Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
                                                                                                        
Management Fees
     1.00%       1.00%       1.00%       1.00%       1.00%       0.53% 6     0.53% 6     0.53% 6     0.53% 6     0.54% 6     0.54% 6     0.54% 6     0.54% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.20%       0.20%       0.20%       0.20%       0.20%       0.21% 7     0.22% 7     0.22% 7     0.06% 7     0.20% 7     0.21% 7     0.21% 7     0.05% 7
     
Total Fund Operating Expenses (after current expense limitations)
     1.65% 8     2.20% 8     2.20% 8     1.45% 8     1.20% 8     0.99%       1.75%       1.75%       0.59%       0.99%       1.75%       1.75%       0.59%  

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1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of AXA Enterprise Funds and GST Funds automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase. If you buy $1,000,000 or more of Class P Shares of an AXA Enterprise Fund and redeem those shares within one year of the date of purchase, a CDSC of 1.00% generally will apply to the redemptions on those shares.
 
5 If you redeem or exchange shares of an AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the respective Fund for the benefit of the remaining shareholders.
 
6 GSAM has entered into the following fee reduction commitment for the GST Fund:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Structured Large Cap Value Fund
     0.60%     First $1 Billion
      0.54%     Next $1 Billion
      0.51%     Over $2 Billion
  Prior to this fee reduction commitment, the management fee for the GST Fund as an annual percentage rate of average daily net assets was 0.60%. Additionally, GSAM is currently voluntarily waiving a portion of its management fee equal to 0.07% based on the average daily net assets of the GST Fund.
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares and 0.04% of the average daily net assets of the Institutional Shares, plus all other ordinary expenses not detailed above. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any offset arrangements) to 0.004% of the GST Fund’s average daily net assets. The expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to a contract, AXA Equitable has agreed to make payments or waive its management, administrative or other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Multimanager Trust Trustees consent to an earlier revision or termination of this arrangement) so that the Total Fund Operating Expenses of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests, and extraordinary expenses) do not exceed 1.65% for Class A Shares, 2.20% for Class B and Class C Shares, 1.45% for Class P Shares and 1.20% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Fund’s expense ratio and such reimbursements do not exceed the Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
For the twelve months ended August 31, 2006, a portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction, the Net Operating Expenses (after current expense limitations) for the AXA Enterprise Fund was 1.60% for Class A Shares, 2.15% for Class B and Class C Shares, 1.40% for Class P Shares and 1.15% for Class Y Shares.

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     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class P, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Multimanager Value Fund
                                
 
Class A Shares
   $ 634     $ 1,123     $ 1,638     $ 3,043  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 722     $ 1,247     $ 1,696     $ 3,106  
   
- assuming no redemption
   $ 222     $ 847     $ 1,496     $ 3,106  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 322     $ 847     $ 1,496     $ 3,237  
   
- assuming no redemption
   $ 222     $ 847     $ 1,496     $ 3,237  
 
Class P Shares
   $ 689     $ 1,138     $ 1,612     $ 2,916  
 
Class Y Shares
   $ 122     $ 546     $ 997     $ 2,246  
Goldman Sachs Structured Large Cap Value Fund
                                
 
Class A Shares
   $ 656     $ 880     $ 1,123     $ 1,816  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 687     $ 879     $ 1,195     $ 1,965  
   
- assuming no redemption
   $ 187     $ 579     $ 995     $ 1,965  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 287     $ 579     $ 995     $ 2,159  
   
- assuming no redemption
   $ 187     $ 579     $ 995     $ 2,159  
 
Institutional Shares
   $ 70     $ 221     $ 384     $ 859  
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 656     $ 880     $ 1,123     $ 1,816  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 687     $ 879     $ 1,195     $ 1,965  
   
- assuming no redemption
   $ 187     $ 579     $ 995     $ 1,965  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 287     $ 579     $ 995     $ 2,159  
   
- assuming no redemption
   $ 187     $ 579     $ 995     $ 2,159  
 
Institutional Shares
   $ 70     $ 221     $ 384     $ 859  
 
1   The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.

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      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A and Class P Shares and the assumed CDSC for Class B and Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

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AXA Enterprise Multimanager Value Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 12/13/04)
                        
Return Before Taxes
     13.46 %     NA       10.48 %
Return After Taxes on Distributions1
     12.18 %     NA       9.12 %
Return After Taxes on Distributions and Sale of Fund Shares1
     9.12 %     NA       8.37 %
Russell 1000 Value Index2
     22.25 %     NA       14.87 %
Class B (inception 12/31/01)
                        
Return Before Taxes
     13.54 %     7.91 %     7.91 %
Russell 1000 Value Index
     22.25 %     10.86 %     10.86 %
Class C (inception 12/31/01)
                        
Return Before Taxes
     17.52 %     8.22 %     8.22 %
Russell 1000 Value Index
     22.25 %     10.86 %     10.86 %
Class P (inception 12/31/01)
                        
Return Before Taxes
     12.81 %     7.76 %     7.76 %
Russell 1000 Value Index
     12.25 %     10.86 %     10.86 %
Class Y (inception 12/31/01)
                        
Return Before Taxes
     19.68 %     9.30 %     9.30 %
Russell 1000 Value Index
     22.25 %     10.86 %     10.86 %
Goldman Sachs Structured Large Cap Value Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 12/31/98)
                        
Return Before Taxes
     17.84 %     9.92 %     7.05 %
Return After Taxes on Distributions1
     10.37 %     8.20 %     5.80 %
Return After Taxes on Distributions and Sale of Fund Shares1
     8.26 %     7.41 %     5.27 %
Russell 1000 Value Index2
     22.25 %     10.86 %     7.74 %
Class B (inception 12/31/98)
                        
Return Before Taxes
     16.95 %     9.11 %     6.23 %
Russell 1000 Value Index
     22.25 %     10.86 %     N/A  
Class C (inception 12/31/98)
                        
Return Before Taxes
     16.96 %     9.10 %     7.74 %
Russell 1000 Value Index
     22.25 %     10.86 %     7.74 %
Class P shareholders of the AXA Enterprise Fund will receive Class A Shares of the GST Fund in connection with the Reorganization. Information regarding the performance of the Class A Shares of the GST Fund is shown above.
Institutional Class (inception 12/15/99)
                        
Return Before Taxes
     18.27 %     10.35 %     7.45 %
Russell 1000 Value Index
     22.25 %     10.86 %     7.44 %
 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y, Class P and Institutional Class shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax

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situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The Russell 1000 Value Index® is an unmanaged market capitalization weighted index of common stocks that measures the performance of the 1000 largest U.S. 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.

Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix E.
         
        Goldman Sachs Structured
    AXA Enterprise Multimanager Value Fund   Large Cap Value Fund
         
Sales charges and Distribution/ Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.

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        Goldman Sachs Structured
    AXA Enterprise Multimanager Value Fund   Large Cap Value Fund
         
    Class P Shares. Class P Shares are no longer available for investment, except through reinvestment of dividends and distributions and through exchanges of Class P Shares of another AXA Enterprise Fund. Class P Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and in certain circumstances, waived. There is no CDSC on redemptions of Class P Shares, except in certain circumstances when the front-end sales charge is waived. Class P Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class P Shares.   Class P shareholders of the AXA Enterprise Fund will receive Class A Shares of the GST Fund in connection with the Reorganization. Information regarding the sales charges and distribution/service (Rule 12b-1) fees for the Class A Shares of the GST Fund is shown above.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.

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        Goldman Sachs Structured
    AXA Enterprise Multimanager Value Fund   Large Cap Value Fund
         
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption
Fees		   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.
Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of August 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on August 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share.
                 
    AXA Enterprise   Goldman Sachs        
    Multimanager   Structured Large Cap   Pro Forma   Pro Forma
    Value Fund   Value Fund*   Adjustments   Combined Fund
                 
Net Assets:
   $1,421
(Class A Shares)		   $707,319
(Class A Shares)		   $3,930   $712,670
(Class A Shares)
    $853
(Class B Shares)		   $24,939
(Class B Shares)		   $0   $25,792
(Class B Shares)
    $638
(Class C Shares)		   $54,909
(Class C Shares)		   $0   $55,547
(Class C Shares)
    $3,930
(Class P Shares)		       $0    
    $42,092
(Class Y Shares)		   $506,910
(Institutional Shares)		   $(3,930)   $549,002
(Institutional Shares)

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    AXA Enterprise   Goldman Sachs        
    Multimanager   Structured Large Cap   Pro Forma   Pro Forma
    Value Fund   Value Fund*   Adjustments   Combined Fund
                 
Net Asset Value Per Share:
   $12.78
(Class A Shares)		   $13.80
(Class A Shares)		   $(12.78)   $13.80
(Class A Shares)
    $12.65
(Class B Shares)		   $13.44
(Class B Shares)		   $(12.65)   $13.44
(Class B Shares)
    $12.65
(Class C Shares)		   $13.40
(Class C Shares)		   $(12.65)   $13.40
(Class C Shares)
    $12.76
(Class P Shares)		            
    $12.81
(Class Y Shares)		   $13.94
(Institutional Shares)		   $(12.81)   $13.94
(Institutional Shares)
 
Shares Outstanding:
   111
(Class A Shares)		   51,269
(Class A Shares)		   277   51,657
(Class A Shares)
    67
(Class B Shares)		   1,855
(Class B Shares)		   (4)   1,918
(Class B Shares)
    50
(Class C Shares)		   4,098
(Class C Shares)		   (3)   4,145
(Class C Shares)
    308
(Class P Shares)		            
    3,285
(Class Y Shares)		   36,360
(Institutional Shares)		   (265)   39,380
(Institutional Shares)
 
* The Goldman Sachs Structured Large Cap Value Fund will be the accounting survivor for financial statement purposes.
*    *    *    *
Proposal 1(f): Approval of the Reorganization of the AXA Enterprise Multimanager International Equity Fund into the Goldman Sachs Structured International Equity Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Multimanager International Equity Fund into the Goldman Sachs Structured International Equity Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. Each Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA

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Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Multimanager   Goldman Sachs Structured
International Equity Fund   International Equity Fund
     
Investment Objective   Investment Objective
Seeks long-term growth of capital.
   Seeks long-term growth of capital
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund intends to invest at least 80% of its Net Assets, plus borrowings for investment purposes, in equity securities of companies, including at least 65% of its total assets in equity securities of foreign companies (companies organized or headquartered outside of the U.S.). Foreign securities include securities issued by companies in countries with either developed or developing economies. The Fund does not limit its investment to issuers within a specific market capitalization range.   The Fund invests, under normal circumstances, at least 80% of its Net Assets in a broadly diversified portfolio of equity investments in companies that are organized outside the United States or whose securities are principally traded outside the United States. The Fund generally focuses its investments in large-cap companies. The Fund may allocate its assets among countries as determined by the adviser from time to time, provided the Fund’s assets are invested in at least three foreign countries. The Fund may invest in the securities of issuers in countries with emerging markets or economies.
 
Each of the sub-advisers utilizes an approach that concentrates its efforts on identifying foreign companies with good prospects for future growth. Other factors, such as country and regional factors, are considered by the sub-advisers. While the sub-advisers believe that the identification, research and selection of individual stocks is of great importance to the Fund’s success, regional issues or political and economic considerations also play a role in the overall success of the Fund. The sub-advisers may sell a security for a variety of reasons, such as to invest in a company offering superior investment opportunities.   The Fund seeks broad representation of large-cap issuers across major countries and sectors of the international economy. The Fund’s investments are selected using both a variety of quantitative techniques derived from fundamental research including but not limited to valuation, momentum, profitability and earnings in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the MSCI® Europe, Australasia, Far East (“EAFE®”) Index (unhedged). In addition, the Fund seeks a portfolio composed of companies with attractive valuations and stronger momentum characteristics than the EAFE® Index.
 
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-advisers believe provide opportunities for capital growth, such as preferred stocks, warrants and securities convertible into common stock.   The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.

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AXA Enterprise Multimanager   Goldman Sachs Structured
International Equity Fund   International Equity Fund
     
For temporary defensive purposes, the Fund may invest, without limit, in U.S. securities, cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   For temporary defensive purposes, the Fund may invest up to 35% of Total Assets in U.S. Government Securities; commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO; certificates of deposit; bankers’ acceptances; repurchase agreements and non-convertible preferred stocks and non- convertible corporate bonds with a remaining maturity of less than one year.
 
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by investment sub-advisers selected by AXA Equitable. The Fund’s sub-advisers are AllianceBernstein L.P. (Bernstein Investment Research and Management Unit), J.P. Morgan Investment Management Inc. and Marsico Capital Management, LLC.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Multimanager International Equity Fund and the Goldman Sachs Structured International Equity Fund are, in general, similar. One difference that should be noted is that the GST Fund normally is required to invest at least 80% of its Net Assets in equity investments in companies organized or traded outside the U.S., while AXA Enterprise Fund normally is required to invest at least 65% of its total assets in securities of companies located or headquartered outside of the U.S. In addition, the AXA Enterprise Fund does not target a specific market capitalization range, while the investment adviser for the GST Fund, on the other hand, generally focuses on large-cap companies. One other difference is that the investment adviser to the GST Fund uses a quantitative investment style unlike the investment advisers for the AXA Enterprise Fund.

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Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
         
    AXA Enterprise Multimanager   Goldman Sachs Structured
    International Equity Fund   International Equity Fund
         
Net Asset Value Risk
   X   X
Interest Rate Risk
       X
Credit/Default Risk
       X
Stock Risk
   X   X
Derivatives Risk
       X
Management Risk
   X   X
Market Risk
   X   X
Liquidity Risk
   X   X
Investment Style Risk
   X   X
Mid Cap and Small Cap Risk
   X   X
Foreign Risk
   X   X
Emerging Countries Risk
   X   X
Geographic Risk
   X   X
Issuer-Specific Risk
   X   X
Sub-adviser Selection Risk
   X    
Large-Capitalization Risk
   X   X
Currency Risk
   X   X
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratio as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Multimanager International Equity Fund and the Goldman Sachs Structured International Equity Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses

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or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended August 31, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on September 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended August 31, 2006. For financial statement purposes, the Goldman Sachs Structured International Equity Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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    AXA Enterprise Multimanager   Goldman Sachs Structured    
    International Equity Fund   International Equity Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Shareholder Fees
(fees paid directly from your investment):
                                                                                                        
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       5.50% 1     None       5.50% 1     None       None       None       5.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees5
     2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                         
    AXA Enterprise Multimanager   Goldman Sachs Structured    
    International Equity Fund   International Equity Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                        
Management Fees
     1.15%       1.15%       1.15%       1.15%       1.15%       0.83% 6     0.83% 6     0.83% 6     0.83% 6     0.83% 6     0.83% 6     0.83% 6     0.83% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     1.23%       1.23%       1.23%       1.23%       1.23%       0.27% 7     0.28% 7     0.28% 7     0.12% 7     0.27% 7     0.27% 7     0.27% 7     0.12% 7
     
Total Fund Operating Expenses*
     2.83% 8     3.38% 8     3.38% 8     2.63% 8     2.38% 8     1.35%       2.11%       2.11%       0.95%       1.35%       2.10%       2.10%       0.95%  
 
* The “Management Fees,” “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                         
    AXA Enterprise Multimanager   Goldman Sachs Structured    
    International Equity Fund   International Equity Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
                                                                                                        
Management Fees
     0.40%       0.40%       0.40%       0.40%       0.40%       0.79% 6     0.79% 6     0.79% 6     0.79% 6     0.78% 6     0.78% 6     0.78% 6     0.78% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     1.20%       1.20%       1.20%       1.20%       1.20%       0.22% 7     0.23% 7     0.23% 7     0.07% 7     0.23% 7     0.23%7       0.23% 7     0.08% 7
     
Total Fund Operating Expenses (after current expense limitations)
     2.05% 8     2.60% 8     2.60% 8     1.85% 8     1.60% 8     1.26%       2.02%       2.02%       0.86%       1.26%       2.01%       2.01%       0.86%  

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1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of AXA Enterprise Funds and GST Funds automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase. If you buy $1,000,000 or more of Class P Shares of an AXA Enterprise Fund and redeem those shares within one year of the date of purchase, a CDSC of 1.00% generally will apply to the redemptions on those shares.
 
5 If you redeem or exchange shares of an AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the respective Fund for the benefit of the remaining shareholders. A 2% redemption fee will be imposed on the redemption of shares (including by exchange) of the GST Fund held for 30 calendar days or less.
 
6 GSAM has entered into the following fee reduction commitment for the GST Fund:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Structured International Equity Fund
     0.85%     First $1 Billion
      0.77%     Next $1 Billion
      0.73%     Over $2 Billion
  Prior to this fee reduction commitment, the management fee for the GST Fund as an annual percentage rate of average daily net assets was 0.85%. Additionally, GSAM is currently voluntarily waiving a portion of its management fee equal to 0.04% based on the average daily net assets of the GST Fund.
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares and 0.04% of the average daily net assets of the Institutional Shares, plus all other ordinary expenses not detailed above. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any offset arrangements) to 0.004% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to a contract, AXA Equitable has agreed to make payments or waive its management, administrative or other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Multimanager Trust Trustees consent to an earlier revision or termination of this arrangement) so that the Total Fund Operating Expenses of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests, and extraordinary expenses) do not exceed 2.00% for Class A Shares, 2.55% for Class B and Class C Shares, 1.80% for Class P Shares and 1.55% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Fund’s expense ratio and such reimbursements do not exceed the Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
For the twelve months ended August 31, 2006, a portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction, the Net Operating Expenses (after current expense limitations) for the AXA Enterprise Fund was 2.03% for Class A Shares, 2.58% for Class B and Class C Shares, 1.83% for Class P Shares and 1.58% for Class Y Shares.

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     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class P, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Multimanager International Equity Fund
                                
 
Class A Shares
   $ 672     $ 1,235     $ 1,823     $ 3,407  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 762     $ 1,360     $ 1,881     $ 3,465  
   
- assuming no redemption
   $ 262     $ 960     $ 1,681     $ 3,465  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 362     $ 960     $ 1,681     $ 3,588  
   
- assuming no redemption
   $ 262     $ 960     $ 1,681     $ 3,588  
 
Class P Shares
   $ 727     $ 1,248     $ 1,794     $ 3,276  
 
Class Y Shares
   $ 162     $ 663     $ 1,191     $ 2,637  
Goldman Sachs Structured International Equity Fund
                                
 
Class A Shares
   $ 680     $ 954     $ 1,249     $ 2,085  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 714     $ 961     $ 1,334     $ 2,248  
   
- assuming no redemption
   $ 214     $ 661     $ 1,134     $ 2,248  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 314     $ 661     $ 1,134     $ 2,441  
   
- assuming no redemption
   $ 214     $ 661     $ 1,134     $ 2,441  
 
Institutional Shares
   $ 97     $ 303     $ 525     $ 1,166  
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 680     $ 954     $ 1,249     $ 2,085  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 713     $ 958     $ 1,329     $ 2,240  
   
- assuming no redemption
   $ 213     $ 658     $ 1,129     $ 2,240  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 313     $ 658     $ 1,129     $ 2,431  
   
- assuming no redemption
   $ 213     $ 658     $ 1,129     $ 2,431  
 
Institutional Shares
   $ 97     $ 303     $ 525     $ 1,166  
 
1 The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.

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      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A and Class P Shares and the assumed CDSC for Class B and Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

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AXA Enterprise Multimanager International Equity Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 12/13/04)
                        
Return Before Taxes
     19.17%       NA       18.48%  
Return After Taxes on Distributions1
     15.72%       NA       16.01%  
Return After Taxes on Distributions and Sale of Fund Shares1
     13.65%       NA       14.77%  
MSCI EAFE Index2
     26.34%       NA       21.61%  
Class B (inception 12/31/01)
                        
Return Before Taxes
     19.27%       12.00%       12.00%  
MSCI EAFE Index
     26.34%       14.98%       14.98%  
Class C (inception 12/31/01)
                        
Return Before Taxes
     23.34%       12.26%       12.26%  
MSCI EAFE Index
     26.34%       14.98%       14.98%  
Class P (inception 12/31/01)
                        
Return Before Taxes
     18.42%       11.80%       11.80%  
MSCI EAFE Index
     26.34%       14.98%       14.98%  
Class Y (inception 12/31/01)
                        
Return Before Taxes
     25.55%       13.38%       13.38%  
MSCI EAFE Index
     26.34%       14.98%       14.98%  
Goldman Sachs Structured International Equity Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 8/15/97)
                        
Return Before Taxes
     27.28%       15.53%       6.38%  
Return After Taxes on Distributions1
     18.61%       13.79%       5.33%  
Return After Taxes on Distributions and Sale of Fund Shares1
     14.25%       12.38%       4.86%  
MSCI EAFE Index2
     26.86%       15.42%       7.54%  
Class B (inception 8/15/97)
                        
Return Before Taxes
     26.38%       14.81%       5.80%  
MSCI EAFE Index
     26.86%       15.42%       7.54%  
Class C (inception 8/15/97)
                        
Return Before Taxes
     26.27%       14.82%       5.81%  
MSCI EAFE Index
     26.86%       15.42%       7.54%  
Class P shareholders of the AXA Enterprise Fund will receive Class A Shares of the GST Fund in connection with the Reorganization. Information regarding the performance of the Class A Shares of the GST Fund is shown above.
Institutional Class (inception 8/15/97)
                        
Return Before Taxes
     27.76%       16.13%       7.01%  
MSCI EAFE Index
     26.86%       15.42%       7.54%  
 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y, Class P and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax

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situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The MSCI® EAFE® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. and Canada. The Index figures do not reflect any deduction for fees, expenses or taxes.

Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix E.
         
    AXA Enterprise Multimanager   Goldman Sachs Structured
    International Equity Fund   International Equity Fund
         
Sales charges and Distribution/ Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.

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    AXA Enterprise Multimanager   Goldman Sachs Structured
    International Equity Fund   International Equity Fund
         
    Class P Shares. Class P Shares are no longer available for investment, except through reinvestment of dividends and distributions and through exchanges of Class P Shares of another AXA Enterprise Fund. Class P Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and in certain circumstances, waived. There is no CDSC on redemptions of Class P Shares, except in certain circumstances when the front-end sales charge is waived. Class P Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class P Shares.   Class P shareholders of the AXA Enterprise Fund will receive Class A Shares of the GST Fund in connection with the Reorganization. Information regarding the sales charges and distribution/service (Rule 12b-1) fees for the Class A Shares of the GST Fund is shown above.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class or of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.

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    AXA Enterprise Multimanager   Goldman Sachs Structured
    International Equity Fund   International Equity Fund
         
 
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) held for 30 calendar days or less.
Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of August 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on August 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share.
                 
    AXA Enterprise            
    Multimanager   Goldman Sachs        
    International   Structured International   Pro Forma   Pro Forma
    Equity Fund   Equity Fund*   Adjustments   Combined Fund
                 
Net Assets:
   $5,404   $739,861   $4,295   $749,560
    (Class A Shares)   (Class A Shares)       (Class A Shares)
    $3,283   $10,306   $0   $13,589
    (Class B Shares)   (Class B Shares)       (Class B Shares)
    $1,279   $7,110   $0   $8,389
    (Class C Shares)   (Class C Shares)       (Class C Shares)
    $4,295            
    (Class P Shares)            
    $31,766   $1,661,909   $0   $1,693,675
    (Class Y Shares)   (Institutional Shares)       (Institutional Shares)

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    AXA Enterprise            
    Multimanager   Goldman Sachs        
    International   Structured International   Pro Forma   Pro Forma
    Equity Fund   Equity Fund*   Adjustments   Combined Fund
                 
 
Net Asset Value
Per Share:
   $15.50
(Class A Shares)		   $14.29
(Class A Shares)		   $(15.50)   $14.29
(Class A Shares)
    $15.38   $14.09   $(15.38)   $14.09
    (Class B Shares)   (Class B Shares)       (Class B Shares)
    $15.39   $14.09   $(15.39)   $14.09
    (Class C Shares)   (Class C Shares)       (Class C Shares)
    $15.48            
    (Class P Shares)            
    $15.52   $14.59   $(15.52)   $14.59
    (Class Y Shares)   (Institutional Shares)       (Institutional Shares)
 
Shares Outstanding:
   349   51,785   330   52,464
    (Class A Shares)   (Class A Shares)       (Class A Shares)
    213   732   20   965
    (Class B Shares)   (Class B Shares)       (Class B Shares)
    83   505   8   596
    (Class C Shares)   (Class C Shares)       (Class C Shares)
    277            
    (Class P Shares)            
    2,047   113,884   130   116,060
    (Class Y Shares)   (Institutional Shares)       (Institutional Shares)
 
* The Goldman Sachs Structured International Equity Fund will be the accounting survivor for financial statement purposes.
*    *    *    *    *
Proposal 1(g): Approval of the Reorganization of the AXA Enterprise Multimanager Technology Fund into the Goldman Sachs Tollkeeper Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Multimanager Technology Fund into the Goldman Sachs Tollkeeper Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. The AXA Equitable Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning

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the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Multimanager Technology Fund   Goldman Sachs Tollkeeper Fund
     
Investment Objective   Investment Objective
Seeks long-term growth of capital.
   Seeks long-term growth of capital.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of companies principally engaged in the technology sector. Such companies include, among others, those in the internet products and services, computer, electronic, hardware and components, communication, software, e-commerce, information service, healthcare equipment and services, including medical devices, biotechnology, chemical products and synthetic materials, defense and aerospace industries, environmental services, nanotechnology, energy equipment and services, and electronic manufacturing services.   The Fund invests, under normal circumstances, at least 80% of its Net Assets in equity investments in “Tollkeeper” companies. In general, the adviser defines a Tollkeeper company as a high-quality technology, media or service company that adopts or uses technology to improve its cost structure, revenue opportunities or competitive advantage.
 
The sub-advisers select securities based upon fundamental analysis, such as an analysis of earnings, cash flows, competitive position and management’s abilities. The sub-advisers may sell a security for a variety of reasons, such as to invest in a company with more attractive growth prospects.   The Fund intends to invest a substantial portion of its assets in companies the adviser describes as Tollkeepers. The adviser believes that the characteristics of many Tollkeeper companies should enable them to consistently grow their business. The adviser seeks to identify Tollkeeper companies that exhibit many of the following characteristics: strong brand name; dominant market share; recurring revenue streams; free cash flow generation; long product life cycle; enduring competitive advantage and excellent management. To the adviser, Tollkeeper connotes a promising growth business. Like a toll collector for a highway or bridge, Tollkeeper companies may grow revenue by increasing “traffic,” or customers and sales, and raising “tolls,” or prices, and margins. The Fund seeks to achieve its investment objective by investing in equity investments of companies that the adviser believes are well positioned to benefit from the proliferation of technology. The adviser does not define companies that are capital intensive, low margin businesses as Tollkeepers (although the adviser may invest in such companies as part of the Fund’s 20% basket of securities which are not or may not be Tollkeepers).
 
The Fund does not limit its investment to issuers with a specific market capitalization range.   Same.

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AXA Enterprise Multimanager Technology Fund   Goldman Sachs Tollkeeper Fund
     
 
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-advisers believe provide opportunities for capital growth, such as preferred stocks, warrants and securities convertible into common stock.   The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.
 
The Fund is non-diversified, which means that it may invest in a limited number of issuers.   The Fund may invest in a relatively few number of issuers in comparison to other funds but is considered “diversified” under the 1940 Act.
 
While the Fund can invest in securities of U.S. and foreign companies, including companies based in developing countries, the majority of Fund assets are expected to be invested in securities of U.S. companies.   The Fund may invest up to 25% of its Total Assets in foreign securities, including securities of issuers in emerging markets or countries and securities quoted in foreign currencies.
 
For temporary defensive purposes, the AXA Enterprise Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   The Fund may, for temporary defensive purposes, invest 100% of its Total Assets in U.S. Government Securities; commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO; certificates of deposit; bankers’ acceptances; repurchase agreements and non-convertible preferred stocks and non- convertible corporate bonds with a remaining maturity of less than one year.
 
Investment Adviser   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by investment sub-advisers selected by AXA Equitable. The Fund’s sub-advisers are Firsthand Capital Management, Inc., RCM Capital Management LLC and Wellington Management Company, LLP.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Technology Fund and Goldman Sachs Tollkeeper Fund are, in general, similar. One difference that should be noted is that the GST Fund may invest up to 25% of its Total Assets in foreign securities, while the AXA Enterprise Fund may invest up to approximately half of its assets in such securities. In addition, while the GST Fund may invest in a relatively few number of issuers in comparison to other mutual funds, it is a diversified fund for the purposes of the 1940 Act. The AXA Enterprise Fund is a non-diversified fund.

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Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
         
    AXA Enterprise Multimanager   Goldman Sachs
    Technology Fund   Tollkeeper Fund
         
Net Asset Value Risk
   X   X
Stock Risk
   X   X
Management Risk
   X   X
Market Risk
   X   X
Liquidity Risk
       X
Industry Concentration Risk
   X   X
Investment Style Risk
   X   X
Mid Cap and Small Cap Risk
   X   X
Foreign Risk
   X   X
Emerging Countries Risk
   X   X
Initial Public Offering Risk
   X   X
Issuer-Specific Risk
   X   X
Sub-adviser Selection Risk
   X    
Large-Capitalization Risk
   X    
Internet Risk
   X   X
Technology Sector Risk
   X   X
Non-Diversification Risk
   X    
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Multimanager Technology Fund and the Goldman Sachs Tollkeeper Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such

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pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended June 30, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on July 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended June 30, 2006. For financial statement purposes, the Goldman Sachs Tollkeeper Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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    AXA Enterprise Multimanager Technology Fund   Goldman Sachs Tollkeeper Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Shareholder Fees
(fees paid directly from your investment):
                                                                                                        
Maximum Sales Charge (Load) Imposed on Purchases
     4.75%1       None       None       5.50%1       None       5.50%1       None       None       None       5.50%1       None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00%3       1.00%4       None 4     None       None1       5.00%3       1.00%4       None       None 1     5.00%3       1.00%4       None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00%5       2.00%5       2.00%5       2.00%5       2.00%5       None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                         
    AXA Enterprise Multimanager Technology Fund   Goldman Sachs Tollkeeper Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                        
Management Fees
     1.30%       1.30%       1.30%       1.30%       1.30%       1.00%6       1.00%6       1.00%6       1.00%6       1.00%6       1.00%6       1.00%6       1.00%6  
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     1.49%       1.48%       1.48%       1.48%       1.49%       0.31%7       0.31%7       0.31%7       0.16%7       0.30%7       0.30%7       0.30%7       0.15%7  
     
Total Fund Operating Expenses*
     3.24%8       3.78%8       3.78%8       3.03%8       2.79%8       1.56%       2.31%       2.31%       1.16%       1.55%       2.30%       2.30%       1.15%  
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                         
    AXA Enterprise Multimanager Technology Fund   Goldman Sachs Tollkeeper Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                        
Management Fees
     0.83%       0.83%       0.83%       0.83%       0.83%       1.00%6       1.00%6       1.00%6       1.00%6       1.00%6       1.00%6       1.00%6       1.00%6  
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.87%       0.87%       0.87%       0.87%       0.87%       0.25%7       0.25%7       0.25%7       0.10%7       0.25%7       0.25%7       0.25%7       0.10%7  
     
Total Fund Operating Expenses (after current expense limitations)
     2.15%8       2.70%8       2.70%8       1.95%8       1.70%8       1.50%       2.25%       2.25%       1.10%       1.50%       2.25%       2.25%       1.10%  

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1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of AXA Enterprise Funds and GST Funds automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase. If you buy $1,000,000 or more of Class P Shares of an AXA Enterprise Fund and redeem those shares within one year of the date of purchase, a CDSC of 1.00% generally will apply to the redemptions on those shares.
 
5 If you redeem or exchange shares of an AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the respective Fund for the benefit of the remaining shareholders.
 
6 GSAM has entered into the following fee reduction commitment for the GST Fund:
         
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Tollkeeper Fund
   1.00%   First $1 Billion
    0.90%   Next $1 Billion
    0.86%   Over $2 Billion
  Prior to this fee reduction commitment, the management fee for the GST Fund as an annual percentage rate of average daily net assets was 1.00%.
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares and 0.04% of the average daily net assets of the Institutional Shares, plus all other ordinary expenses not detailed above. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any offset arrangements) to 0.064% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
8 Pursuant to a contract, AXA Equitable has agreed to make payments or waive its management, administrative or other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Multimanager Trust Trustees consent to an earlier revision or termination of this arrangement) so that the Total Fund Operating Expenses of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests, and extraordinary expenses) do not exceed 2.15% for Class A Shares, 2.70% for Class B and Class C Shares, 1.95% for Class P Shares and 1.70% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Fund’s expense ratio and such reimbursements do not exceed the Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
For the twelve months ended August 31, 2006, a portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction, the Net Operating Expenses (after current expense limitations) for the AXA Enterprise Fund was 1.86% for Class A Shares, 2.41% for Class B and Class C Shares, 1.66% for Class P Shares and 1.41% for Class Y Shares.

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     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class P, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Multimanager Technology Fund
                                
 
Class A Shares
   $ 682     $ 1,321     $ 1,983     $ 3,742  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 772     $ 1,446     $ 2,040     $ 3,794  
   
- assuming no redemption
   $ 272     $ 1,046     $ 1,840     $ 3,794  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 372     $ 1,046     $ 1,840     $ 3,910  
   
- assuming no redemption
   $ 272     $ 1,046     $ 1,840     $ 3,910  
 
Class P Shares
   $ 736     $ 1,332     $ 1,951     $ 3,609  
 
Class Y Shares
   $ 172     $ 755     $ 1,364     $ 3,008  
Goldman Sachs Tollkeeper Fund
                                
 
Class A Shares
   $ 700     $ 1,016     $ 1,353     $ 2,304  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 734     $ 1,021     $ 1,435     $ 2,458  
   
- assuming no redemption
   $ 234     $ 721     $ 1,235     $ 2,458  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 334     $ 721     $ 1,235     $ 2,646  
   
- assuming no redemption
   $ 234     $ 721     $ 1,235     $ 2,646  
 
Institutional Shares
   $ 118     $ 368     $ 638     $ 1,409  
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 699     $ 1,013     $ 1,348     $ 2,294  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 733     $ 1,018     $ 1,430     $ 2,448  
   
- assuming no redemption
   $ 233     $ 718     $ 1,230     $ 2,448  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 333     $ 718     $ 1,230     $ 2,636  
   
- assuming no redemption
   $ 233     $ 718     $ 1,230     $ 2,636  
 
Institutional Shares
   $ 117     $ 365     $ 633     $ 1,398  
 
1 The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.

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      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A and Class P Shares and the assumed CDSC for Class B and Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

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AXA Enterprise Multimanager Technology Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 12/13/04)
                        
Return Before Taxes
     1.66 %     NA       5.66 %
Return After Taxes on Distributions1
     1.66 %     NA       4.57 %
Return After Taxes on Distributions and Sale of Fund Shares1
     1.08 %     NA       4.25 %
Russell 1000 Technology Index2
     10.58 %     NA       6.37 %
Class B (inception 12/31/01)
                        
Return Before Taxes
     1.31 %     1.33 %     1.33 %
Russell 1000 Technology Index
     10.58 %     0.99 %     0.99 %
Class C (inception 12/31/01)
                        
Return Before Taxes
     5.20 %     1.68 %     1.68 %
Russell 1000 Technology Index
     10.58 %     0.99 %     0.99 %
Class P (inception 12/31/01)
                        
Return Before Taxes
     1.25 %     1.33 %     1.33 %
Russell 1000 Technology Index
     10.58 %     0.99 %     0.99 %
Class Y (inception 12/31/01)
                        
Return Before Taxes
     7.29 %     2.70 %     2.70 %
Russell 1000 Technology Index
     10.58 %     0.99 %     0.99 %
Goldman Sachs Tollkeeper Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 10/1/99)
                        
Return Before Taxes
     12.72 %     2.71 %     -1.18 %
Return After Taxes on Distributions1
     6.48 %     1.55 %     -2.02 %
Return After Taxes on Distributions and Sale of Fund Shares1
     4.21 %     1.32 %     -1.67 %
NASDAQ Composite Index3
     9.52 %     4.37 %     -1.75 %
Class B (inception 10/1/99)
                        
Return Before Taxes
     11.76 %     1.93 %     -1.93 %
NASDAQ Composite Index
     9.52 %     4.37 %     -1.75 %
Class C (inception 10/1/99)
                        
Return Before Taxes
     11.91 %     1.93 %     -1.93 %
NASDAQ Composite Index
     9.52 %     4.37 %     -1.75 %
Class P shareholders of the AXA Enterprise Fund will receive Class A Shares of the GST Fund in connection with the Reorganization. Information regarding the performance of the Class A Shares of the GST Fund is shown above.
Institutional Class (inception 10/1/99)
                        
Return Before Taxes
     13.12 %     3.13 %     -0.78 %
NASDAQ Composite Index
     9.52 %     4.37 %     -1.75 %
 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y, Class P and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax

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situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The Russell 1000 Technology® Index is a unmanaged index that consists of those Russell 1000® securities (1,000 largest securities in the Russell 3000® Index) that are deemed technology companies by the Russell sector classification scheme. this sector includes securities in the following industries: computer hardware and software, communications technology, electrical & electronics, semiconductors, and scientific equipment & suppliers. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
3 The NASDAQ® Composite Index is a broad-based capitalization-weighted index of all NASDAQ National Market and Small-Cap stocks. The Index figures do not reflect any deduction for fees, expenses or taxes.

Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix E.
         
    AXA Enterprise Multimanager    
    Technology Fund   Goldman Sachs Tollkeeper Fund
         
Sales charges and Distribution/ Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.

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    AXA Enterprise Multimanager    
    Technology Fund   Goldman Sachs Tollkeeper Fund
         
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.
 
    Class P Shares. Class P Shares are no longer available for investment, except through reinvestment of dividends and distributions and through exchanges of Class P Shares of another AXA Enterprise Fund. Class P Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and in certain circumstances, waived. There is no CDSC on redemptions of Class P Shares, except in certain circumstances when the front-end sales charge is waived. Class P Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class P Shares.   Class P shareholders of the AXA Enterprise Fund will receive Class A Shares of the GST Fund in connection with the Reorganization. Information regarding the sales charges and distribution/service (Rule 12b-1) fees for the Class A Shares of the GST Fund is shown above.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.

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    AXA Enterprise Multimanager    
    Technology Fund   Goldman Sachs Tollkeeper Fund
         
 
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.
Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of June 30, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on June 30, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share.
                 
    AXA Enterprise            
    Multimanager   Goldman Sachs   Pro Forma   Pro Forma
    Technology Fund   Tollkeeper Fund*   Adjustments   Combined Fund
                 
Net Assets:
   $22,226
(Class A Shares)		   $112,256
(Class A Shares)		   $1,086   $135,568
(Class A Shares)
    $24,796
(Class B Shares)		   $99,295
(Class B Shares)		   $0   $124,091
(Class B Shares)
    $6,797
(Class C Shares)		   $52,030
(Class C Shares)		   $0   $58,827
(Class C Shares)
    $1,086
(Class P Shares)		            
    $5,966
(Class Y Shares)		   $11,095
(Institutional Shares)		   $0   $17,060
(Institutional Shares)

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    AXA Enterprise            
    Multimanager   Goldman Sachs   Pro Forma   Pro Forma
    Technology Fund   Tollkeeper Fund*   Adjustments   Combined Fund
                 
 
Net Asset Value Per Share:
   $9.40
(Class A Shares)		   $7.90
(Class A Shares)		   $(9.40)   $7.90
(Class A Shares)
    $9.13
(Class B Shares)		   $7.50
(Class B Shares)		   $(9.13)   $7.50
(Class B Shares)
    $9.13
(Class C Shares)		   $7.50
(Class C Shares)		   $(9.13)   $7.50
(Class C Shares)
    $9.45
(Class P Shares)		       $(9.45)    
    $9.52
(Class Y Shares)		   $8.12
(Institutional Shares)		   $(9.52)   $8.12
(Institutional Shares)
 
Shares Outstanding:
   2,364
(Class A Shares)		   14,217
(Class A Shares)		   589   17,170
(Class A Shares)
    2,716
(Class B Shares)		   13,234
(Class B Shares)		   589   16,539
(Class B Shares)
    745
(Class C Shares)		   6,939
(Class C Shares)		   162   7,846
(Class C Shares)
    115
(Class P Shares)		       (115)    
    627
(Class Y Shares)		   1,367
(Institutional Shares)		   108   2,102
(Institutional Shares)
 
* The Goldman Sachs Tollkeeper Fund will be the accounting survivor for financial statement purposes.
* * * * *
Proposal 1(h): Approval of the Reorganization of the AXA Enterprise Multimanager Core Bond Fund into the Goldman Sachs Core Plus Fixed Income Fund pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Multimanager Core Bond Fund into the Goldman Sachs Core Plus Fixed Income Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.

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Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. Each Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Multimanager Core Bond Fund   Goldman Sachs Core Plus Fixed Income Fund
     
Investment Objective   Investment Objective
 
Seeks a balance of a high current income and capital appreciation, consistent with a prudent level of risk.   Seeks a total return consisting of capital appreciation and income that exceeds the total return of the Lehman Brothers Aggregate Bond Index.
 
Investment Policies   Investment Policies
Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in investment grade bonds. For purposes of this investment policy, a debt security is considered a “bond.” Debt securities represent an issuer’s obligation to repay a loan of money that generally pays interest to the holder. Bonds, notes and debentures are examples of debt securities. The Fund focuses on U.S. government and corporate debt securities and mortgage- and asset-backed securities.   The Fund invests, under normal circumstances, at least 80% of its Net Assets in fixed-income securities, including U.S. government securities, corporate debt securities, privately issued mortgage-backed securities, asset-backed securities, high yield non-investment grade securities (securities rated BB, Ba or below by a NRSRO, or, if unrated, determined by the adviser to be of comparable quality) and fixed income securities of issuers located in countries with emerging markets or economies (“emerging countries”).
 
The Fund’s sub-advisers evaluate several sectors of the bond market and individual securities within these sectors. The sub-advisers select bonds from several sectors including: U.S. Treasuries and agency securities, commercial and residential mortgage-backed securities, asset-backed securities, corporate bonds and bonds of foreign issuers. Securities are purchased for the Fund when the sub-advisers determine that they have the potential for above-average total return.   The Fund’s advisers’ fixed income investing philosophy consists of four factors. The advisers combine diversified sources of return by employing multiple investment strategies, take a global perspective to uncover relative value opportunities, employ focused specialist teams to identify short-term mispricings and incorporate long-term views and emphasize a risk-aware approach to select investments for the Fund.
 
The Fund may purchase bonds of any maturity, but generally the Fund’s overall effective duration will be of an intermediate-term nature (similar to that of five-to seven-year U.S. Treasury notes) and have a comparable duration to that of the Lehman Brothers Aggregate Bond Index (4.46 years as of December 31, 2006).   The Fund has a target duration that is equal to that of the Lehman Brothers Aggregate Bond Index, plus or minus 1.5 years. Historically, over the last ten years, the duration of this index has ranged between 3.8 and 5 years. The Fund has a maximum duration of 6 years. The Fund’s expected approximate interest rate sensitivity is comparable to a 5-year U.S. Treasury note.

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AXA Enterprise Multimanager Core Bond Fund   Goldman Sachs Core Plus Fixed Income Fund
     
The Fund may also invest up to 10% of its assets in securities rated below investment grade (i.e., Ba or lower by Moody’s or BB or lower by S&P) or, if unrated, determined by the sub-adviser to be of comparable quality (“junk bonds”).   The Fund’s investments in junk bonds will not exceed 15% of its Total Assets at the time of investment. The Fund may purchase securities of issuers in default.
 
The Fund has no specific limit on its investments in foreign securities denominated in U.S. dollars and may invest up to 10% of its assets in securities denominated in foreign currencies, including issuers located in emerging markets. The Fund normally will seek to hedge most of its exposure to foreign currency to reduce the risk of loss due to fluctuations in currency exchange rates.   15% of the Fund’s Total Assets may be invested in obligations of issuers in emerging countries.
 
Although it is not a principal investment strategy, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act except the Fund may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) or (G) of the 1940 Act.   In lieu of direct investments in particular types of fixed income securities, the Fund intends to invest up to 20% of its Total Assets in one or more fixed income funds for which the adviser or an affiliate now or in the future acts as investment adviser or principal underwriter (“Underlying Funds”). The Fund is permitted to invest in the affiliated Underlying Funds under rules adopted by the SEC. The adviser expects that the Fund, from time to time, will invest up to 10% of its Total Assets in each of the Goldman Sachs High Yield Fund and the Goldman Sachs Emerging Markets Debt Fund. When investing in an Underlying Fund, the Fund bears expenses charged by the Underlying Fund in which it invests.
 
The Fund’s sub-advisers may, when consistent with the Fund’s investment objective, use derivative securities. Derivative securities include futures and options contracts, options on futures contracts, foreign currencies, securities and bond indices, structured notes, swaps (including long and short credit default swaps) and indexed securities. The Fund will typically use derivatives as a substitute for taking a position in the underlying asset and/or in an attempt to reduce risk to the Fund as a whole (hedge), but they may also be used to maintain liquidity, commit cash pending investment or for speculation to increase returns. The Fund may also enter into interest rate transactions as a hedging technique. In these transactions, the Fund exchanges its right to pay or receive interest with another party for their right to pay or receive interest.   The Fund may also invest in custodial receipts, municipal securities and convertible securities. The Fund may also engage in forward foreign currency transactions for both speculative and hedging purposes.

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AXA Enterprise Multimanager Core Bond Fund   Goldman Sachs Core Plus Fixed Income Fund
     
 
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   The Fund may, for temporary defensive purposes, invest 100% of its Total Assets in U.S. Government Securities and repurchase agreements collateralized by U.S. Government Securities.
 
Investment Advisers   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by investment sub-advisers selected by AXA Equitable. The Fund’s sub-advisers are BlackRock Financial Management, Inc. and Pacific Investment Management Company LLC.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Multimanager Core Bond Fund and Goldman Sachs Core Plus Fixed Income Fund are, in general, similar. One difference that should be noted is that the GST Fund’s investment objective is to seek return that exceeds the Lehman Brothers Aggregate Bond Index, while the AXA Enterprise Fund seeks total return, consistent with a prudent level of risk. In addition, the GST Fund may invest up to 15% of its assets in junk bonds (including securities of issuers in default), while the AXA Enterprise Fund may invest up to 10% of its assets in such securities. Another difference is that the GST Fund may invest up to 15% in emerging market securities, while the AXA Enterprise Fund has no specific limit on investments in foreign securities (including those in energy markets) that are denominated in U.S. dollars. The AXA Enterprise Fund may invest up to 10% of its assets in securities denominated in foreign currencies. In addition, the GST Fund intends to invest in one or more Underlying Funds in lieu of direct investments in particular types of fixed income securities.

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Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in fixed-income securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
         
    AXA Enterprise Multimanager   Goldman Sachs Core Plus
    Core Bond Fund   Fixed Income Fund
         
Net Asset Value Risk
   X   X
Interest Rate Risk
   X   X
Credit/Default Risk
   X   X
Call Risk
   X   X
Extension Risk
   X   X
U.S. Government Securities Risk
   X   X
Derivatives Risk
   X   X
Management Risk
   X   X
Market Risk
   X   X
Liquidity Risk
   X   X
Foreign Risk
   X   X
Emerging Countries Risk
   X   X
Sovereign Risk
   X   X
“Junk Bond” Risk
   X   X
Non-Hedging Foreign Currency Trading Risk
       X
Issuer-Specific Risk
   X   X
Sub-adviser Selection Risk
   X    
Currency Risk
   X   X
Investment Grade Securities Risk
   X   X
Investing in Underlying Funds
       X
Investments of Underlying Funds
       X
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio of each class of shares of the GST Fund (before and after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Multimanager Core Bond Fund and the Goldman Sachs Core Plus Fixed Income Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed

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by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s annual operating expenses are based on actual expenses for the fiscal year ended October 31, 2006, respectively. The GST Fund’s annual operating expenses are based on estimated expenses for the current fiscal year. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on November 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended October 31, 2006. For financial statement purposes, the Goldman Sachs Core Plus Fixed Income Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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    AXA Enterprise Multimanager   Goldman Sachs    
    Core Bond Fund   Core Plus Fixed Income Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Shareholder Fees
(fees paid directly from your investment):
                                                                                                        
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       4.50% 1     None       4.50% 1     None       None       None       4.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None 4     None       None 1     5.00% 3     1.0% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees5
     2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                         
    AXA Enterprise Multimanager   Goldman Sachs Core Plus    
    Core Bond Fund   Fixed Income Fund   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                        
Management Fees
     0.70%       0.70%       0.70%       0.70%       0.70%       0.45% 7     0.45% 7     0.45% 7     0.45% 7     0.45% 7     0.45% 7     0.45% 7     0.45% 7
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Acquired Fund Fees and Expenses
     None       None       None       None       None       0.08% 8     0.08% 8     0.08% 8     0.08% 8     0.08% 8     0.08% 8     0.08% 8     0.08% 8
Other Expenses*
     0.79%       0.79%       0.79%       0.79%       0.79%       0.46% 9     0.46% 9     0.46% 9     0.36% 9     0.46% 9     0.46% 9     0.46% 9     0.36% 9
     
Total Fund Operating Expenses*
     1.94% 10     2.49% 10     2.49% 10     1.74% 10     1.49% 10     1.24%       1.99%       1.99%       0.87%       1.24%       1.99%       1.99%       0.87%  
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                         
    AXA Enterprise Multimanager   Goldman Sachs Core Plus    
    Core Bond Fund   Fixed Income Fund6   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class P   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                     
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
                                                                                                        
Management Fees
     0.01%       0.01%       0.01%       0.01%       0.01%       0.45% 7     0.45% 7     0.45% 7     0.45% 7     0.45% 7     0.45% 7     0.45% 7     0.45% 7
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Acquired Fund Fees and Expenses
     None       None       None       None       None       0.00% 8     0.00% 8     0.00% 8     0.00% 8     0.00% 8     0.00% 8     0.00% 8     0.00% 8
Other Expenses
     0.79%       0.79%       0.79%       0.79%       0.79%       0.16% 9     0.16% 9     0.16% 9     0.04% 9     0.16% 9     0.16% 9     0.16% 9     0.04% 9
     
Total Fund Operating Expenses (after current expense limitations)
     1.25% 10     1.80% 10     1.80% 10     1.05% 10     0.80% 10     0.86%       1.61%       1.61%       0.49%       0.86%       1.61%       1.61%       0.49%  

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 1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
 2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
 3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of AXA Enterprise Funds and GST Funds automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
 4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase. If you buy $1,000,000 or more of Class P Shares of an AXA Enterprise Fund and redeem those shares within one year of the date of purchase, a CDSC of 1.00% generally will apply to the redemptions on those shares.
 
 5 If you redeem or exchange shares of an AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the respective Fund for the benefit of the remaining shareholders. A 2% redemption fee will be imposed on the redemption of shares (including by exchange) of the GST Fund held for 30 calendar days or less.
 
 6 The Goldman Sachs Core Plus Fixed Income Fund’s annual fund operating expenses have been estimated for the current fiscal year.
 
 7 The management agreement for the Core Plus Fixed Income Fund provides for management fees at annual rates equal to the following percentage of the average daily net assets of the Fund:
         
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Core Plus Fixed Income Fund
   0.45%   First $1 Billion
    0.35%   Next $1 Billion
    0.30%   Over $2 Billion
 8 “Acquired Fund” means any investment company in which the Goldman Sachs Core Plus Fixed Income Fund invests or has invested during the period. The Acquired Fund fees and expenses are based on estimated amounts for the current fiscal year. The total annual Fund operating expenses will not correlate to the Core Plus Fixed Income Fund’s ratio of expenses to average net assets, which reflects the operating expenses of the Core Plus Fixed Income Fund and does not include Acquired Fund fees and expenses. The Core Plus Fixed Income Fund calculates the Acquired Funds’ expenses using the net expense ratios reported in the Acquired Funds’ most recent shareholder reports.
 
 9 “Other Expenses” include transfer agency fees and expenses equal on an annualized basis to 0.16% of the average daily net assets of the Class A and Class C Shares and 0.04% of the average daily net assets of the Institutional Shares, plus all ordinary expenses not detailed above. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any offset arrangements) to 0.004% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
10 Pursuant to a contract, AXA Equitable has agreed to make payments or waive its management, administrative or other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Multimanager Trust Trustees consent to an earlier revision or termination of this arrangement) so that the Total Fund Operating Expenses of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests, and extraordinary expenses) do not exceed 1.25% for Class A Shares, 1.80% for Class B and Class C Shares, 1.05% for Class P Shares and 0.80% for Class Y Shares. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Fund’s expense ratio and such reimbursements do not exceed the Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after February 28, 2008.

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     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class P, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Multimanager Core Bond Fund
                                
 
Class A Shares
   $ 596     $ 989     $ 1,406     $ 2,565  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 682     $ 1,106     $ 1,456     $ 2,621  
   
- assuming no redemption
   $ 182     $ 706     $ 1,256     $ 2,621  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 282     $ 706     $ 1,256     $ 2,756  
   
- assuming no redemption
   $ 182     $ 706     $ 1,256     $ 2,756  
 
Class P Shares
   $ 651     $ 1,002     $ 1,376     $ 2,423  
 
Class Y Shares
   $ 81     $ 401     $ 743     $ 1,709  
Goldman Sachs Core Plus Fixed Income Fund
                                
 
Class A Shares
   $ 571     $ 826     $ 1,100     $ 1,882  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 702     $ 924     $ 1,273     $ 2,123  
   
- assuming no redemption
   $ 202     $ 624     $ 1,073     $ 2,123  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 302     $ 624     $ 1,073     $ 2,317  
   
- assuming no redemption
   $ 202     $ 624     $ 1,073     $ 2,317  
 
Institutional Shares
   $ 89     $ 278     $ 482     $ 1,073  
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 571     $ 826     $ 1,100     $ 1,882  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 702     $ 924     $ 1,273     $ 2,123  
   
- assuming no redemption
   $ 202     $ 624     $ 1,073     $ 2,123  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 302     $ 624     $ 1,073     $ 2,317  
   
- assuming no redemption
   $ 202     $ 624     $ 1,073     $ 2,317  
 
Institutional Shares
   $ 89     $ 278     $ 482     $ 1,073  
 
1   The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.

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      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The Goldman Sachs Core Plus Fixed Income Fund commenced operations on October 16, 2006. Thus no performance information is provided in this section. Information regarding the performance of the AXA Enterprise Multimanager Core Bond Fund is included in that Fund’s current Prospectus, dated March 1, 2006, as supplemented, which is incorporated herein by reference. A Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.
Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix E.
         
    AXA Enterprise Multimanager    
    Core Bond Fund   Goldman Sachs Core Plus Fixed Income Fund
         
Sales charges and Distribution/ Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.

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    AXA Enterprise Multimanager    
    Core Bond Fund   Goldman Sachs Core Plus Fixed Income Fund
         
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.
 
    Class P Shares. Class P Shares are no longer available for investment, except through reinvestment of dividends and distributions and through exchanges of Class P Shares of another AXA Enterprise Fund. Class P Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and in certain circumstances, waived. There is no CDSC on redemptions of Class P Shares, except in certain circumstances when the front-end sales charge is waived. Class P Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class P Shares.   Class P shareholders of the AXA Enterprise Fund will receive Class A Shares of the GST Fund in connection with the Reorganization. Information regarding the sales charges and distribution/service (Rule 12b-1) fees for the Class A Shares of the GST Fund is shown above.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.

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    AXA Enterprise Multimanager    
    Core Bond Fund   Goldman Sachs Core Plus Fixed Income Fund
         
Purchase Policies   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.
 
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) held for 30 calendar days or less.

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Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of October 31, 2006 and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on October 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share.
                 
    AXA Enterprise   Goldman Sachs        
    Multimanager Core   Core Plus Fixed   Pro Forma   Pro Forma
    Bond Fund   Income Fund*   Adjustments   Combined Fund
                 
Net Assets:
   $37,509
(Class A Shares)		   $0
(Class A Shares)		   $0   $37,509
(Class A Shares)
    $19,634
(Class B Shares)		   $0
(Class B Shares)		   $0   $19,634
(Class B Shares)
    $14,232
(Class C Shares)		   $0
(Class C Shares)		   $0   $14,232
(Class C Shares)
    $6,762
(Class P Shares)		       $0    
    $43,033
(Class Y Shares)		   $0
(Institutional Shares)		   $0   $43,033
(Institutional Shares)
 
Net Asset Value Per Share:
   $9.87
(Class A Shares)		   $0
(Class A Shares)		   $0.00   $9.87
(Class A Shares)
    $9.85
(Class B Shares)		   $0
(Class B Shares)		   $0.00   $9.85
(Class B Shares)
    $9.84
(Class C Shares)		   $0
(Class C Shares)		   $0.00   $9.84
(Class C Shares)
    $9.86
(Class P Shares)		            
    $9.87
(Class Y Shares)		   $0
(Institutional Shares)		   $0.00   $9.87
(Institutional Shares)
 
Shares Outstanding:
   3,800
(Class A Shares)		   0
(Class A Shares)		   0   3,800
(Class A Shares)
    1,994
(Class B Shares)		   0
(Class B Shares)		   0   1,994
(Class B Shares)
    1,446
(Class C Shares)		   0
(Class C Shares)		   0   1,446
(Class C Shares)
    686
(Class P Shares)		            
    4,359
(Class Y Shares)		   0
(Institutional Shares)		   0   4,359
(Institutional Shares)
 
* The Goldman Sachs Core Plus Fixed Income Fund will be the accounting survivor for financial statement purposes.
*    *    *    *    *

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Proposal 1(i): Approval of the Reorganization of the AXA Enterprise Aggressive Allocation Fund into the Goldman Sachs Equity Growth Strategy Portfolio pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Aggressive Allocation Fund into the Goldman Sachs Equity Growth Strategy Portfolio. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. The GST Fund has a policy that, to the extent required by SEC regulations, its shareholders will be provided with at least sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its net assets in the particular type of investment suggested by its name. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B, “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C and “Additional Information Regarding the AXA Enterprise Asset Allocation Funds and GST Asset Allocation Funds and Description of the Underlying Funds” in Appendix D. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Aggressive Allocation Fund   Goldman Sachs Equity Growth Strategy Portfolio
     
Investment Objective   Investment Objective
Seeks long-term capital appreciation.
   Seeks long-term capital appreciation.
 
Investment Policies   Investment Policies
The Fund pursues its investment objective by investing exclusively in other mutual funds managed by AXA Equitable or Enterprise Capital Management, Inc., an affiliate of AXA Equitable (the “AXA Underlying Funds”).   The Fund pursues its investment objective by investing exclusively in other mutual funds managed by GSAM or an affiliate (the “GST Underlying Funds”).
The Fund invests approximately 90% of its assets in equity investments and approximately 10% of its assets in fixed income investments through investments in AXA Underlying Funds that invest primarily in either equity securities or fixed-income securities. Subject to this asset allocation target, the Fund generally invests its assets in a combination of AXA Underlying Funds that would result in the Fund being invested in the following asset categories in the approximate percentages: International Equity — 25%; Large Cap Equity — 45%; Small/Mid Cap Equity — 20%; Investment Grade — 10%; and High Yield Bonds — 0%. Actual allocations between asset classes and among asset categories can deviate from the amounts shown above by up to 15% of the Fund’s assets.   Under normal conditions, substantially all of the Fund’s Total Assets will be allocated among GST Underlying Funds that invest primarily in equity securities (“GST Underlying Equity Funds”), with a greater focus on small cap and international investments relative to the other asset allocation funds advised by GSAM (“GST Asset Allocation Funds”). The target allocation is 100% for GST Underlying Equity Funds and 0% for GST Underlying Funds that invest primarily in fixed- income securities (“GST Underlying Fixed-Income Funds”). The allocation range is 80% to 100% for GST Underlying Equity Funds and 0% to 20% for GST Underlying Fixed-Income Funds. The Fund will invest a relatively significant percentage of its assets in the Structured Large Cap Growth, Structured Large Cap Value and Structured International Equity Funds.

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AXA Enterprise Aggressive Allocation Fund   Goldman Sachs Equity Growth Strategy Portfolio
     
 
The Fund is managed so that it can serve as a core part of a larger portfolio. AXA Equitable establishes the asset allocation targets for each asset class and the target investment percentages for each asset category and identifies the specific AXA Underlying Funds in which to invest using its proprietary investment process, based on fundamental research regarding the investment characteristics of the asset classes, asset categories and AXA Underlying Funds, as well as its outlook for the economy and financial markets. AXA Equitable may change the asset allocation targets and the target investment percentages.   The Fund is intended for investors who prefer to have their asset allocation decisions made by professional money managers. GSAM uses a disciplined, rigorous and quantitative approach to global tactical allocation. The Global Tactical Asset Allocation (“GTAA”) strategy attempts to add value by actively managing exposure to global stock, bond and currency markets. GSAM’s GTAA models use financial and economic factors that are designed to capture intuitive fundamental relationships across markets. The Fund may tactically deviate from the strategic allocations based on forecasts provided by the models. This process seeks to add value by overweighting attractive markets and underweighting unattractive markets.
 
Information regarding the AXA Underlying Funds in which the AXA Enterprise Fund currently may invest is included in Appendix D. These Underlying Funds have been selected to represent a reasonable spectrum of investment options for the relevant Fund. AXA Equitable may change the particular Underlying Funds in which the Fund invests from time to time.   Information regarding the GST Underlying Funds in which the GST Fund currently may invest is included in Appendix D. These Underlying Funds have been selected to represent a reasonable spectrum of investment options for the relevant Fund. GSAM may change the particular Underlying Funds in which the Fund invests from time to time.
 
Investment Adviser   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment adviser for the Fund.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Aggressive Allocation Fund and Goldman Sachs Equity Growth Strategy Portfolio are, in general, similar. One difference that should be noted is that the Goldman Sachs Equity Growth Strategy Portfolio normally invests substantially all of its assets in equity investments, while the AXA Enterprise Aggressive Allocation Fund normally invests approximately 90% of its assets in equity investments and 10% in fixed-income investments.
Comparison of Principal Risk Factors
      The investments of the Goldman Sachs Equity Growth Strategy Portfolio and the AXA Enterprise Aggressive Allocation Fund (each an “Asset Allocation Fund”) are concentrated in other mutual funds (“Underlying Funds”). Shareholders will be affected by the investment policies of the Underlying Funds in direct proportion to the amount of the assets the Asset Allocation Funds allocate to specific Underlying Funds. To the extent an Asset Allocation Fund invests in Underlying Funds that invest in equity securities, the Asset Allocation Fund will be subject to the risks associated with such investments. Similarly, to the extent an Asset Allocation Fund invests in fixed-income securities, the Asset Allocation Fund will be subject to the risks associated with those investments. In addition, the investment adviser for an Asset Allocation Fund is subject to conflicts of interest in allocating investments among Underlying Funds. An Asset Allocation Fund also will incur a proportionate share of the expenses of the Underlying Funds in which it invests in addition to its own expenses.

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      The principal risks of an investment in each Fund are similar, as each Fund is an Asset Allocation Fund. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
         
    AXA Enterprise Aggressive   Goldman Sachs Equity Growth
    Allocation Fund   Strategy Portfolio
         
Net Asset Value Risk
   X   X
Interest Rate Risk
   X   X
Credit/Default Risk
   X   X
Call Risk
   X    
Extension Risk
   X    
Stock Risk
   X   X
Derivatives Risk
   X   X
Management Risk
   X   X
Market Risk
   X   X
Liquidity Risk
   X   X
Investment Style Risk
   X   X
Mid Cap and Small Cap Risk
   X   X
Foreign Risk
   X   X
Emerging Countries Risk
   X   X
Geographic Risk
   X   X
Issuer-Specific Risk
   X   X
Sub-adviser Selection Risk
   X    
Large Capitalization Risk
   X   X
Currency Risk
   X   X
Investment Grade Securities Risk
   X    
Investing in Underlying Funds
   X   X
Investments of Underlying Funds
   X   X
Affiliated Persons
   X   X
Expenses
   X   X
Initial Public Offering (“IPO”) Risk
       X
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that Class A and Institutional shareholders of the AXA Enterprise Fund will incur lower annual operating expense ratios (excluding fees and expenses of the Underlying Funds) as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. It is expected that Class B and C shareholders of the AXA Enterprise Fund will incur higher annual operating expense ratios (excluding fees and expenses of the Underlying Funds) as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. However, the net annual operating expense ratio for each class of shares of the GST Fund for the last fiscal year, including the expenses of the Underlying Funds in which it invests, was lower than that of the corresponding class of shares of the AXA Enterprise Fund, including the expenses of the Underlying Funds in which it invested. GSAM has

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agreed in the Reorganization Agreement that it will cap the net annual operating expenses of the GST Fund (Class B and Class C Shares) for one year from the effective time of the Reorganization of the GST Fund to the extent necessary to ensure that the net annual operating expense ratio of each such class of shares of the GST Fund does not exceed the current net annual operating expense ratio for such class of shares of the GST Fund as set forth in the table below.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Aggressive Allocation Fund and the Goldman Sachs Equity Growth Strategy Portfolio based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended June 30, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on July 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended June 30, 2006. For financial statement purposes, the Goldman Sachs Equity Growth Strategy Portfolio will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      GSAM has agreed in the Reorganization Agreement that it will cap the net annual fund operating expenses of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of the Goldman Sachs Equity Growth Strategy Portfolio for one year from the effective time of the Reorganization to the extent necessary to ensure that the net annual operating expense ratio of each such class of shares of the GST Fund does not exceed the current net annual operating expense ratio for such class of shares of the GST Fund as set forth in the following tables.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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    AXA Enterprise Aggressive   Goldman Sachs Equity    
    Allocation Fund   Growth Strategy Portfolio   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       None       5.50% 1     None       None       None       5.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                 
    AXA Enterprise Aggressive   Goldman Sachs Equity    
    Allocation Fund   Growth Strategy Portfolio   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees (for asset allocation)
     0.20%       0.20%       0.20%       0.20%       0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6
Distribution and Service (12b-1) Fees
     0.30%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     1.78%       1.68%       1.68%       1.64%       0.31% 7     0.31% 7     0.31% 7     0.16% 7     0.31% 7     0.31% 7     0.31% 7     0.16% 7
Underlying Fund Expenses8
     8.15% 9     8.85% 9     8.85% 9     7.85% 9     0.85% 9     0.85% 10     0.85% 10     0.85% 10     0.85% 10     0.85% 10     0.85% 10     0.85% 10
     
Total Other and Underlying Fund Expenses
     9.93%       10.53%       10.53%       9.49%       1.16%       1.16%       1.16%       1.01%       1.16%       1.16%       1.16%       1.01%  
     
Total Fund Operating Expenses*
     10.43% 11     11.73% 11     11.73% 11     9.69% 11     1.56%       2.31%       2.31%       1.16%       1.56%       2.31%       2.31%       1.16%  
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                 
    AXA Enterprise Aggressive   Goldman Sachs Equity    
    Allocation Fund   Growth Strategy Portfolio   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
                                                                                                
Management Fees (for asset allocation)
     0.00%       0.00%       0.00%       0.00%       0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6
Distribution and Service (12b-1) Fees
     0.30%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.36%       0.21%       0.21%       0.21%       0.19% 7     0.19% 7     0.19% 7     0.04% 7     0.19% 7     0.19% 7     0.19% 7     0.04% 7
Underlying Fund Expenses8
     1.70% 9     2.40% 9     2.40% 9     1.40% 9     0.80% 10     0.80% 10     0.80% 10     0.80% 10     0.80% 10     0.80% 10     0.80% 10     0.80% 10
     
Total Other and Underlying Fund Expenses
     2.06%       2.61%       2.61%       1.61%       0.99%       0.99%       0.99%       0.84%       0.99%       0.99%       0.99%       0.84%  
     
Total Fund Operating Expenses (after current expense limitations)
     2.36% 9,11     3.61% 9,11     3.61% 9,11     1.61% 9,11     1.39%       2.14%       2.14%       0.99%       1.36%       2.14%       2.14%       0.99%  

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 1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
 2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
 3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of AXA Enterprise Funds and GST Funds automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
 4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
 5 If you redeem or exchange shares of an AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the respective Fund for the benefit of the remaining shareholders.
 
 6 GSAM’s fee reduction commitment with GST has permanently reduced the management fee for the Goldman Sachs Equity Growth Strategy Portfolio to an annual rate of 0.15% of the average daily net assets of the Fund. As a result, “Management Fees” and “Total Fund Operating Expenses” of the Fund have been restated to reflect the current expenses that are expected for the current fiscal year.
 
 7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares and 0.04% of the average daily net assets of the Institutional Shares, plus all other ordinary expenses not detailed above. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any offset arrangements) to 0.004% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
 8 The AXA Enterprise Aggressive Allocation Fund and Goldman Sachs Equity Growth Strategy Portfolio invest in shares of Underlying Funds (as defined below). Therefore, each Fund will, in addition to its own expenses such as management fees, bear its pro rata share of the fees and expenses incurred by the Underlying Funds and the investment return of each Fund will be reduced by each Underlying Fund’s expenses.
 
 9 The range of expenses (as a percentage of net assets) expected to be incurred indirectly in connection with the AXA Enterprise Aggressive Allocation Fund’s investments in Underlying Funds is 1.20% to 1.70%. Thus, the Total Fund Operating Expenses (after current expense limitations) ratio of the Fund, including the Fund’s direct and indirect expenses, is currently expected to range from 1.70% to 2.20% for Class A Shares, 2.40% to 2.90% for Class B Shares, 2.40% to 2.90% for Class C Shares, and 1.40% to 1.90% for Class Y Shares, after taking into account the fee waiver and expense reimbursement arrangement described above. The Underlying Fund Expenses and Total Fund Operating Expenses (after current expense limitations) set forth in the fee and expense tables assume the highest amount of the expected range of expenses of the Underlying Funds is incurred. Absent this arrangement, the total operating expense ratio of the shares of the Fund would range from 8.15% to 8.65% for Class A Shares, 8.85% to 9.35% for Class B Shares, 8.85% to 9.35% for Class C Shares, and 7.85% to 8.35% for Class Y Shares. This information is based on a weighted-average range of the expense ratios since the average assets of the Fund invested in the Underlying Funds will fluctuate. The total expense ratios may be higher or lower depending on the allocation of the Fund’s assets among Underlying Funds and the actual expenses of the Underlying Funds. An investor could realize lower overall expenses by investing directly in the Underlying Funds.
10 “Underlying Fund Expenses” for the Goldman Sachs Equity Growth Strategy Portfolio are based upon the strategic allocation of the Fund’s investment in the Underlying Funds and upon the actual total operating expenses of the Underlying Funds (including any current waivers and expense limitations of the Underlying Funds). Actual Underlying Fund expenses incurred by the Fund may vary with changes in the allocation of the Fund’s assets among the Underlying Funds and with other events that directly affect the expenses of the Underlying Funds.

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11 Pursuant to a contract, AXA Equitable has agreed to make payments or waive its management, administrative or other fees to limit the expenses of the AXA Enterprise Fund through April 30, 2008 (unless the Enterprise Multimanager Trust Trustees consent to an earlier revision or termination of this arrangement) so that the Total Fund Operating Expenses of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests, and extraordinary expenses) do not exceed 0.50% for Class A Shares, 1.20% for Class B and Class C Shares and 0.20% for Class Y Shares. The Total Fund Operating Expenses set forth in the previous sentence with respect to AXA Enterprise Aggressive Allocation Fund do not include the proportionate share of Underlying Fund expenses that this Fund indirectly bears. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Fund’s expense ratio and such reimbursements do not exceed the Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after April 30, 2008.
     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Aggressive Allocation Fund
                                
 
Class A Shares
   $ 694     $ 2,472     $ 4,063     $ 7,342  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 849     $ 2,792     $ 4,370     $ 7,543  
   
- assuming no redemption
   $ 349     $ 2,392     $ 4,170     $ 7,543  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 449     $ 2,392     $ 4,170     $ 7,667  
   
- assuming no redemption
   $ 349     $ 2,392     $ 4,170     $ 7,667  
 
Class Y Shares
   $ 157     $ 1,919     $ 3,519     $ 6,907  
Goldman Sachs Equity Growth Strategy Portfolio
                                
 
Class A Shares
   $ 700     $ 1,016     $ 1,353     $ 2,304  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 734     $ 1,021     $ 1,435     $ 2,458  
   
- assuming no redemption
   $ 234     $ 721     $ 1,235     $ 2,458  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 334     $ 721     $ 1,235     $ 2,646  
   
- assuming no redemption
   $ 234     $ 721     $ 1,235     $ 2,646  
 
Institutional Shares
   $ 118     $ 368     $ 638     $ 1,409  

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    1 Year   3 Years   5 Years   10 Years
                 
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 700     $ 1,016     $ 1,353     $ 2,304  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 734     $ 1,021     $ 1,435     $ 2,458  
   
- assuming no redemption
   $ 234     $ 721     $ 1,235     $ 2,458  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 334     $ 721     $ 1,235     $ 2,646  
   
- assuming no redemption
   $ 234     $ 721     $ 1,235     $ 2,646  
 
Institutional Shares
   $ 118     $ 368     $ 638     $ 1,409  
 
1  The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.
      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A and the assumed CDSC for Class B and Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).

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      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.
AXA Enterprise Aggressive Allocation Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 1/10/05)
                        
Return Before Taxes
     10.93%       NA       10.33%  
Return After Taxes on Distributions1
     10.01%       NA       9.44%  
Return After Taxes on Distributions and Sale of Fund Shares1
     7.23%       NA       8.34%  
Aggressive Allocation Index2
     16.15%       NA       12.07%  
Class B (inception 1/10/05)
                        
Return Before Taxes
     10.77%       NA       10.64%  
Aggressive Allocation Index
     16.15%       NA       12.07%  
Class C (inception 1/10/05)
                        
Return Before Taxes
     14.69%       NA       12.37%  
Aggressive Allocation Index
     16.15%       NA       12.07%  
Class Y (inception 1/10/05)
                        
Return Before Taxes
     16.78%       NA       13.48%  
Aggressive Allocation Index
     16.15%       NA       12.07%  
Goldman Sachs Equity Growth Strategy Portfolio
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 1/2/98)
                        
Return Before Taxes
     20.64%       12.71%       6.68%  
Return After Taxes on Distributions1
     13.21%       11.24%       5.69%  
Return After Taxes on Distributions and Sale of Fund Shares1
     9.80%       9.96%       5.09%  
S&P 500 Index3
     15.79%       6.19%       5.95%  
MSCI EAFE Index4
     26.86%       15.42%       8.75%  
Russell 2000 Index5
     18.37%       11.38%       8.09%  
MSCI Emerging Markets Free Index6
     32.59%       26.96%       12.02%  
Class B (inception 1/2/98)
                        
Return Before Taxes
     19.71%       11.86%       5.89%  
S&P 500 Index
     15.79%       6.19%       5.95%  
MSCI EAFE Index
     26.86%       15.42%       8.75%  
Russell 2000 Index
     18.37%       11.38%       8.09%  
MSCI Emerging Markets Free Index
     32.59%       26.96%       12.02%  

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            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class C (inception 1/2/98)
                        
Return Before Taxes
     19.68%       11.86%       5.90%  
S&P 500 Index
     15.79%       6.19%       5.95%  
MSCI EAFE Index
     26.86%       15.42%       8.75%  
Russell 2000 Index
     18.37%       11.38%       8.09%  
MSCI Emerging Markets Free Index
     32.59%       26.96%       12.02%  
Institutional Class (inception 1/2/98)
                        
Return Before Taxes
     21.05%       13.15%       7.06%  
S&P 500 Index
     15.79%       6.19%       5.95%  
MSCI EAFE Index
     26.86%       15.42%       8.75%  
Russell 2000 Index
     18.37%       11.38%       8.09%  
MSCI Emerging Markets Free Index
     32.59%       26.96%       12.02%  
 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y, and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The Aggressive Allocation Index is a weighted blend of the Lehman Brothers Aggregate Bond Index, the S&P 500 Index and the MSCI® EAFE® Index in the following proportions: 10% Lehman Brothers Aggregate Bond Index; 65% S&P 500 Index; and 25% MSCI® EAFE® Index. The Lehman Brothers Aggregate Bond Index covers the U.S. investment grade fixed-rate bond market, including government and credit securities, taxable municipal securities, agency mortgage pass-through securities, asset-backed securities, and commercial mortgage-based securities. The S&P 500® Index is an unmanaged broad-based index that includes 500 companies that tend to be leaders in important industries within the U.S. economy. The MSCI® EAFE® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. and Canada. The Aggressive Allocation Index figures do not reflect any deduction for fees, expenses or taxes.
 
3 The S&P 500® Index is an unmanaged broad-based index that includes 500 companies that tend to be leaders in important industries within the U.S. economy. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
4 The MSCI® EAFE® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. and Canada. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
5 The Russell 2000® Index is an unmanaged index of common stock prices that measures the performance of the 2000 smallest companies in the Russell 3000® Index. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
6 The MSCI® Emerging Markets Free (EMF) Index is an unmanaged free float-adjusted market capitalization-weighted index that is designed to measure equity market performance in the global emerging markets of over 26 emerging market countries. The Index figures do not reflect any deduction for fees, expenses or taxes.

122

 

Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix E.
         
    AXA Enterprise Aggressive Allocation Fund   Goldman Sachs Equity Growth Strategy Portfolio
         
Sales charges and Distribution/Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.30% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.

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    AXA Enterprise Aggressive Allocation Fund   Goldman Sachs Equity Growth Strategy Portfolio
         
Purchase Policies   Investors can purchases shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.
 
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.

124

 

Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of June 30, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on June 30, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share.
                 
    AXA Enterprise   Goldman Sachs        
    Aggressive   Equity Growth   Pro Forma   Pro Forma
    Allocation Fund   Strategy Portfolio*   Adjustments   Combined Fund
                 
Net Assets:
   $8,057   $193,430   $(0)   $201,487
    (Class A Shares)   (Class A Shares)       (Class A Shares)
    $3,798   $31,704   $0   $35,502
    (Class B Shares)   (Class B Shares)       (Class B Shares)
    $3,420   $106,214   $0   $109,634
    (Class C Shares)   (Class C Shares)       (Class C Shares)
    $149   $14,916   $0   $15,065
    (Class Y Shares)   (Institutional Shares)       (Institutional Shares)
Net Asset Value Per Share:
   $11.29   $14.75   $(11.29)   $14.75
    (Class A Shares)   (Class A Shares)       (Class A Shares)
    $11.26   $14.27   $(11.26)   $14.27
    (Class B Shares)   (Class B Shares)       (Class B Shares)
    $11.25   $14.24   $(11.25)   $14.24
    (Class C Shares)   (Class C Shares)       (Class C Shares)
    $11.30   $14.90   $(11.30)   $14.90
    (Class Y Shares)   (Institutional Shares)       (Institutional Shares)
Shares Outstanding:
   714   13,116   (167)   13,663
    (Class A Shares)   (Class A Shares)       (Class A Shares)
    337   2,222   (71)   2,488
    (Class B Shares)   (Class B Shares)       (Class B Shares)
    304   7,456   (64)   7,696
    (Class C Shares)   (Class C Shares)       (Class C Shares)
    13   1,001   (3)   1,011
    (Class Y Shares)   (Institutional Shares)       (Institutional Shares)
 
* The Goldman Sachs Equity Growth Strategy Portfolio will be the accounting survivor for financial statement purposes.
*    *    *    *    *
Proposal 1(j): Approval of the Reorganization of the AXA Enterprise Conservative Allocation Fund into the Goldman Sachs Balanced Strategy Portfolio pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Conservative Allocation Fund into the Goldman Sachs Balanced Strategy Portfolio. You should read carefully the entire Proxy/Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.

125

 

Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B, “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C and “Additional Information Regarding the AXA Enterprise Asset Allocation Funds and GST Asset Allocation Funds and Description of the Underlying Funds” in Appendix D. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Conservative Allocation Fund   Goldman Sachs Balanced Strategy Portfolio
     
Investment Objective   Investment Objective
Seeks a high level of current income.   Current income and long-term capital appreciation.
 
Investment Policies   Investment Policies
The Fund pursues its investment objective by investing exclusively in other mutual funds managed by AXA Equitable or Enterprise Capital Management, Inc., an affiliate of AXA Equitable.   The Fund pursues its investment objective by investing exclusively in other mutual funds managed by GSAM or an affiliate.
 
The Fund invests approximately 80% of its assets in fixed income investments and approximately 20% of its assets in equity investments through investments in AXA Underlying Funds. Subject to this asset allocation target, the Fund generally invests its assets in a combination of AXA Underlying Funds that would result in the Fund being invested in the following asset categories in the following approximate percentages: 5% in International Equity Securities, 10% in Large Cap Equity Securities, 5% in Small/Mid Cap Equity Securities, 75% in Investment Grade Bonds and 5% in High Yield Bonds. The target allocation to investment grade and high yield fixed income asset classes may include securities of both U.S. and foreign issuers. Actual allocations between asset classes and among asset categories can deviate from the amounts shown above by up to 15% of the Fund’s assets.   Under normal conditions, approximately 60% of the Fund’s Total Assets will be allocated among GST Underlying Fixed-Income Funds and 40% of the Fund’s Total Assets will be allocated among GST Underlying Equity Funds. Allocation to GST Underlying Equity Funds is intended to add diversification and enhance returns, but will also add some volatility. GSAM expects that the Fund will invest a relatively significant percentage of its equity allocation in the Goldman Sachs Structured Large Cap Growth, Goldman Sachs Structured Large Cap Value, and Goldman Sachs Structured International Equity Funds and may invest a relatively significant percentage of its assets in the Goldman Sachs Global Income and Goldman Sachs High Yield Funds. It is expected that the Fund will invest more than 25% of its assets in the Goldman Sachs Short Duration Government Fund. The target allocation is 40% for GST Underlying Equity Fund and 60% for GST Underlying Fixed-Income Funds. The allocation range is 20-60% for GST Underlying Equity Funds and 40%-80% for GST Underlying Fixed-Income Funds.

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AXA Enterprise Conservative Allocation Fund   Goldman Sachs Balanced Strategy Portfolio
     
The Fund is managed so that it can serve as a core part of a larger portfolio. AXA Equitable establishes the asset allocation targets for each asset class and the target investment percentages for each asset category and identifies the specific AXA Underlying Funds in which to invest using its proprietary investment process, based on fundamental research regarding the investment characteristics of the asset classes, asset categories and AXA Underlying Funds, as well as its outlook for the economy and financial markets. AXA Equitable may change the asset allocation targets and the target investment percentages.   The Fund is intended for investors who prefer to have their asset allocation decisions made by professional money managers. GSAM uses a disciplined, rigorous and quantitative approach to global tactical allocation. The Global Tactical Asset Allocation (“GTAA”) strategy attempts to add value by actively managing exposure to global stock, bond and currency markets. GSAM’s GTAA models use financial and economic factors that are designed to capture intuitive fundamental relationships across markets. The Fund may tactically deviate from the strategic allocations based on forecasts provided by the models. This process seeks to add value by overweighting attractive markets and underweighting unattractive markets.
 
Information regarding the AXA Underlying Funds in which the AXA Enterprise Fund currently may invest is included in Appendix D. These Underlying Funds have been selected to represent a reasonable spectrum of investment options for the relevant Fund. AXA Equitable may change the particular Underlying Funds in which the Fund invests from time to time.   Information regarding the GST Underlying Funds in which the GST Fund currently may invest is included in Appendix D. These Underlying Funds have been selected to represent a reasonable spectrum of investment options for the relevant Fund. GSAM may change the particular Underlying Funds in which the Fund invests from time to time.
 
Investment Adviser   Investment Adviser
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment adviser for the Fund.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Conservative Allocation Fund and Goldman Sachs Balanced Strategy Portfolio are, in general, similar. One difference that should be noted is that the GST Fund normally invests approximately 60% of its assets in fixed-income investments and approximately 40% in equity investments, while the AXA Enterprise Fund invests 80% in fixed-income investments and 20% in equity investments.
Comparison of Principal Risk Factors
      The investments of the Goldman Sachs Balanced Strategy Portfolio and the AXA Enterprise Conservative Allocation Fund (each an “Asset Allocation Fund”) are concentrated in other mutual funds (“Underlying Funds”). Shareholders will be affected by the investment policies of the Underlying Funds in direct proportion to the amount of the assets the Asset Allocation Funds allocate to specific Underlying Funds. To the extent an Asset Allocation Fund invests in Underlying Funds that invest in equity securities, the Asset Allocation Fund will be subject to the risks associated with such investments. Similarly, to the extent an Asset Allocation Fund invests in fixed-income securities, the Asset Allocation Fund will be subject to the risks associated with those investments. In addition, the investment adviser for an Asset Allocation Fund is subject to conflicts of interest in allocating investments among Underlying Funds. An Asset Allocation Fund also will incur a proportionate share of the expenses of the Underlying Funds in which it invests in addition to its own expenses.

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      The principal risks of an investment in each Fund are similar, as each Fund is an Asset Allocation Fund. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
         
    AXA Enterprise Conservative   Goldman Sachs Balanced
    Allocation Fund   Strategy Portfolio
         
Net Asset Value Risk   X   X
Interest Rate Risk
   X   X
Credit/Default Risk
   X   X
Call Risk
   X   X
Extension Risk
   X   X
Stock Risk
   X   X
Derivatives Risk
   X   X
Management Risk
   X   X
Market Risk
   X   X
Liquidity Risk
   X   X
Investment Style Risk
   X   X
Mid Cap and Small Cap Risk
   X   X
Foreign Risk
   X   X
Emerging Countries Risk
   X   X
Geographic Risk
   X   X
Issuer Specific Risk
   X   X
Sub-Adviser Selection Risk
   X    
Large Capitalization Risk
   X   X
Currency Risk
   X   X
Investment Grade Securities Risk
   X   X
Investing in Underlying Funds
   X   X
Investments of Underlying Funds
   X   X
Affiliated Persons
   X   X
Expenses
   X   X
U.S. Government Securities Risk
   X   X
Sovereign Risk
   X   X
Junk Bond Risk
   X   X
Non-Hedging Foreign Currency Trading Risk
       X
Initial Public Offering Risk
       X
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that Class A and Institutional shareholders of the AXA Enterprise Fund will incur lower annual operating expenses (excluding fees and expenses of the Underlying Funds) as shareholders of the corresponding class of shares of the

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GST Fund after the Reorganization. It is expected that Class B and C shareholders of the AXA Enterprise Fund will incur higher annual operating expense ratios (excluding fees and expenses of the Underlying Funds) as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. However, the net annual operating expense ratio for each class of shares of the GST Fund for the last fiscal year, including the expenses of the Underlying Funds in which it invests, was lower than that of the corresponding class of shares of the AXA Enterprise Fund, including the expenses of the Underlying Funds in which it invested. GSAM has agreed in the Reorganization Agreement that it will cap the net annual operating expenses of the GST Fund (Class B and Class C Shares) for one year from the effective time of the Reorganization of the GST Fund to the extent necessary to ensure that the net annual operating expense ratio of each such class of shares of the GST Fund does not exceed the current net annual operating expense ratio for such class of shares of the GST Fund as set forth in the table below.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Conservative Allocation Fund and the Goldman Sachs Balanced Strategy Portfolio based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended June 30, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on July 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended June 30, 2006. For financial statement purposes, the Goldman Sachs Balanced Strategy Portfolio will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      GSAM has agreed in the Reorganization Agreement that it will cap the net annual fund operating expenses of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of the Goldman Sachs Balanced Strategy Portfolio for one year from the effective time of the Reorganization to the extent necessary to ensure that the net annual operating expense ratio of each such class of shares of the GST Fund does not exceed the current net annual operating expense ratio for such class of shares of the GST Fund as set forth in the following tables.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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    AXA Enterprise   Goldman Sachs   Combined Fund
    Conservative Allocation Fund   Balanced Strategy Portfolio   Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       None       5.50% 1     None       None       None       5.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                 
    AXA Enterprise   Goldman Sachs   Combined Fund
    Conservative Allocation Fund   Balanced Strategy Portfolio   Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees (for asset allocation)
     0.20%       0.20%       0.20%       0.20%       0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6
Distribution and Service (12b-1) Fees
     0.30%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     2.61%       2.46%       2.46%       2.46%       0.28% 7     0.28% 7     0.28% 7     0.13% 7     0.28% 7     0.28% 7     0.28% 7     0.13% 7
Underlying Fund Expenses8
     13.04% 9     13.74% 9     13.74% 9     12.74% 9     0.69% 10     0.69% 10     0.69% 10     0.69% 10     0.69% 10     0.69% 10     0.69% 10     0.69% 10
     
Total Other and Underlying Fund Expenses
     15.65%       16.20%       16.20%       15.20%       0.97%       0.97%       0.97%       0.82%       0.97%       0.97%       0.97%       0.82%  
     
Total Fund Operating Expenses*
     16.15% 11     17.40% 11     17.40% 11     15.40% 11     1.37%       2.12%       2.12%       1.97%       1.37%       2.12%       2.12%       0.97%  
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                 
    AXA Enterprise   Goldman Sachs   Combined Fund
    Conservative Allocation Fund   Balanced Strategy Portfolio   Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
                                                                                                
Management Fees (for asset allocation)
     0.00%       0.00%       0.00%       0.00%       0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6
Distribution and Service (12b-1) Fees
     0.30%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.39%       0.24%       0.24%       0.24%       0.19% 7     0.19% 7     0.19% 7     0.04% 7     0.19%       0.19%       0.19%       0.04%  
Underlying Fund Expenses8
     1.25% 9     1.95% 9     1.95% 9     0.95% 9     0.62% 10     0.62% 10     0.62% 10     0.62% 10     0.62% 10     0.62% 10     0.62% 10     0.62% 10
     
Total Other and Underlying Fund Expenses
     1.64%       2.19%       2.19%       1.19%       0.81%       0.81%       0.81%       0.66%       0.81%       0.81%       0.81%       0.66%  
     
Total Fund Operating Expenses (after current expense limitations)
     1.94% 9,11     3.19% 9,11     3.19% 9,11     1.19% 9,11     1.21%       1.96%       1.96%       0.81%       1.21%       1.96%       1.96%       0.81%  

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 1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
 2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
 3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of AXA Enterprise Funds and GST Funds automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
 4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
 5 If you redeem or exchange shares of an AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the respective Fund for the benefit of the remaining shareholders.
 
 6 GSAM’s fee reduction commitment with GST has permanently reduced the management fee for the Goldman Sachs Balanced Strategy Portfolio to an annual rate of 0.15% of the average daily net assets of the Fund. As a result, “Management Fees” and “Total Fund Operating Expenses” of the Fund have been restated to reflect the current expenses that are expected for the current fiscal year.
 
 7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares plus all other ordinary expenses not detailed above. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any offset arrangements) to 0.004% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
 8 The AXA Enterprise Conservative Fund and Goldman Sachs Balanced Strategy Portfolio invest in shares of Underlying Funds (as defined below). Therefore, each Fund will, in addition to its own expenses such as management fees, bear its pro rata share of the fees and expenses incurred by the Underlying Funds and the investment return of each Fund will be reduced by each Underlying Fund’s expenses.
 
 9 The range of expenses (as a percentage of average net assets) expected to be incurred indirectly in connection with each fund’s investments in Underlying Funds is 0.75% to 1.25%; Thus, the net operating expense ratio of the shares of each fund, including the fund’s direct and indirect expenses, is currently expected to range from 1.25% to 1.75% for Class A Shares, 1.95% to 2.45% for Class B Shares, 1.95% to 2.45% for Class C Shares, and 0.95% to 1.45% for Class Y Shares, after taking into account the fee waiver and expense reimbursement arrangement described above. Absent this arrangement, the total operating expense ratio of the shares of each fund would range from 13.04% to 13.54% for Class A Shares, 13.74 to 14.24% for Class B Shares, 13.74% to 14.24% for Class C Shares, and 12.74% to 13.24% for Class Y Shares. This information is based on a weighted-average range of the expense ratios since the average assets of each fund invested in Underlying Funds will fluctuate. The total expense ratios may be higher or lower depending on the allocation of a fund’s assets among Underlying Funds and the actual expenses of the Underlying Funds. An investor could realize lower overall expenses by investing directly in the Underlying Funds.
10 “Underlying Fund Expenses” for the Goldman Sachs Balanced Strategy Portfolio are based upon the strategic allocation of the Fund’s investment in the Underlying Funds and upon the actual total operating expenses of the Underlying Funds (including any current waivers and expense limitations of the Underlying Funds). Actual Underlying Fund expenses incurred by the Fund may vary with changes in the allocation of the Fund’s assets among the Underlying Funds and with other events that directly affect the expenses of the Underlying Funds.
 
11 Pursuant to a contract, AXA Equitable has agreed to make payments or waive its management, administrative or other fees to limit the expenses of the AXA Enterprise Fund through April 30, 2008 (unless the Enterprise Multimanager Trust Trustees consent to an earlier revision or termination of this arrangement) so that the Total Fund Operating

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Expenses of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests, and extraordinary expenses) do not exceed 0.50% for Class A Shares, 1.20% for Class B and Class C Shares and 0.20% for Class Y Shares. The Total Fund Operating Expenses set forth in the previous sentence with respect to AXA Enterprise Conservative Allocation Fund do not include the proportionate share of Underlying Fund expenses that this Fund indirectly bears. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Fund’s expense ratio and such reimbursements do not exceed the Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after April 30, 2008.

     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Conservative Allocation Fund
                                
 
Class A Shares
   $ 649     $ 3,087     $ 5,011     $ 8,230  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 795     $ 3,378     $ 5,236     $ 8,260  
   
- assuming no redemption
   $ 295     $ 2,978     $ 5,036     $ 8,260  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 395     $ 2,978     $ 5,036     $ 8,323  
   
- assuming no redemption
   $ 295     $ 2,978     $ 5,036     $ 8,323  
 
Class Y Shares
   $ 113     $ 2,593     $ 4,584     $ 8,009  
Goldman Sachs Balanced Strategy Portfolio
                                
 
Class A Shares
   $ 682     $ 960     $ 1,259     $ 2,106  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 715     $ 964     $ 1,339     $ 2,261  
   
- assuming no redemption
   $ 215     $ 664     $ 1,139     $ 2,261  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 315     $ 664     $ 1,139     $ 2,452  
   
- assuming no redemption
   $ 215     $ 664     $ 1,139     $ 2,452  
 
Institutional Shares
   $ 99     $ 309     $ 536     $ 1,190  

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    1 Year   3 Years   5 Years   10 Years
                 
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 682     $ 960     $ 1,259     $ 2,106  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 715     $ 964     $ 1,339     $ 2,261  
   
- assuming no redemption
   $ 215     $ 664     $ 1,139     $ 2,261  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 315     $ 664     $ 1,139     $ 2,452  
   
- assuming no redemption
   $ 215     $ 664     $ 1,139     $ 2,452  
 
Institutional Shares
   $ 99     $ 309     $ 536     $ 1,190  
 
1 The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.
      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A and the assumed CDSC for Class B and Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).

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      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.
AXA Enterprise Conservative Allocation Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 1/10/05)
                        
Return Before Taxes
     1.49 %     NA       1.77 %
Return After Taxes on Distributions1
     0.44 %     NA       0.95 %
Return After Taxes on Distributions and Sale of Fund Shares1
     1.00 %     NA       1.04 %
Conservative Allocation Index2
     6.56 %     NA       5.07 %
Class B (inception 1/10/05)
                        
Return Before Taxes
     0.74 %     NA       1.76 %
Conservative Allocation Index
     6.56 %     NA       5.07 %
Class C (inception 1/10/05)
                        
Return Before Taxes
     4.85 %     NA       3.73 %
Conservative Allocation Index
     6.56 %     NA       5.07 %
Class Y (inception 1/10/05)
                        
Return Before Taxes
     6.84 %     NA       4.65 %
Conservative Allocation Index
     6.56 %     NA       5.07 %

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Goldman Sachs Balanced Strategy Portfolio
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 1/2/98)
                        
Return Before Taxes
     11.09 %     7.66 %     5.69 %
Return After Taxes on Distributions1
     3.27 %     5.37 %     3.69 %
Return After Taxes on Distributions and Sale of Fund Shares1
     4.17 %     5.04 %     3.57 %
S&P 500 Index3
     15.79 %     6.19 %     5.95 %
Two Year U.S. Treasury Note Index4
     3.80 %     3.00 %     4.51 %
Class B (inception 1/2/98)
                        
Return Before Taxes
     10.16 %     6.83 %     4.91 %
S&P 500 Index
     15.79 %     6.19 %     5.95 %
Two Year U.S. Treasury Note Index4
     3.80 %     3.00 %     4.51 %
Class C (inception 1/2/98)
                        
Return Before Taxes
     10.22 %     6.85 %     4.92 %
S&P 500 Index
     15.79 %     6.19 %     5.95 %
Two Year U.S. Treasury Note Index4
     3.80 %     3.00 %     4.51 %
Institutional Class (inception 1/2/98)
                        
Return Before Taxes
     11.50 %     8.07 %     6.12 %
S&P 500 Index
     15.79 %     6.19 %     5.95 %
Two Year U.S. Treasury Note Index4
     3.80 %     3.00 %     4.51 %
 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The Conservative Allocation Index is a weighted blend of the Lehman Brothers Aggregate Bond Index, the S&P 500 Index and the MSCI® EAFE® Index in the following proportions: 80% Lehman Brothers Aggregate Bond Index; 15% S&P 500 Index; and 5% MSCI® EAFE® Index. The Lehman Brothers Aggregate Bond Index covers the U.S. investment grade fixed-rate bond market, including government and credit securities, taxable municipal securities, agency mortgage pass-through securities, asset-backed securities, and commercial mortgage-based securities. The S&P 500® Index is an unmanaged broad-based index that includes 500 companies that tend to be leaders in important industries within the U.S. economy. The MSCI® EAFE® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. and Canada. The Conservative Allocation Index figures do not reflect any deduction for fees, expenses or taxes.
 
3 The S&P 500® Index is an unmanaged broad-based index that includes 500 companies that tend to be leaders in important industries within the U.S. economy. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
4 The Two-Year U.S. Treasury Note Index, as reported by Merrill Lynch. The Index figures do not reflect any deduction for fees, expenses or taxes.

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Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix E.
         
    AXA Enterprise Conservative   Goldman Sachs Balanced
    Allocation Fund   Strategy Portfolio
         
Sales charges and Distribution/ Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.30% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.

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    AXA Enterprise Conservative   Goldman Sachs Balanced
    Allocation Fund   Strategy Portfolio
         
Purchase Policies   Investors can purchases shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.
 
Redemption Policies
   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees
   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.

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Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of June 30, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on June 30, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share.
                 
    AXA Enterprise   Goldman Sachs        
    Conservative   Balanced Strategy   Pro Forma   Pro Forma
    Allocation Fund   Portfolio*   Adjustments   Combined Fund
                 
Net Assets:
   $5,549
(Class A Shares)		   $152,646
(Class A Shares)		   $0   $158,195
(Class A Shares)
    $770
(Class B Shares)		   $31,637
(Class B Shares)		   $0   $32,407
(Class B Shares)
    $904
(Class C Shares)		   $62,403
(Class C Shares)		   $0   $63,307
(Class C Shares)
    $10
(Class Y Shares)		   $72,869
(Institutional Shares)		   $0   $72,879
(Institutional Shares)
Net Asset Value Per Share:
   $10.14
(Class A Shares)		   $11.19
(Class A Shares)		   $(10.14)   $11.19
(Class A Shares)
    $10.12
(Class B Shares)		   $11.19
(Class B Shares)		   $(10.12)   $11.19
(Class B Shares)
    $10.12
(Class C Shares)		   $11.19
(Class C Shares)		   $(10.12)   $11.19
(Class C Shares)
    $10.15
(Class Y Shares)		   $11.19
(Institutional Shares)		   $(10.15)   $11.19
(Institutional Shares)
Shares Outstanding:
   547
(Class A Shares)		   13,641
(Class A Shares)		   (51)   14,137
(Class A Shares)
    76
(Class B Shares)		   2,828
(Class B Shares)		   (7)   2,897
(Class B Shares)
    89
(Class C Shares)		   5,577
(Class C Shares)		   (9)   5,657
(Class C Shares)
    1
(Class Y Shares)		   6,512
(Institutional Shares)		   (0)   6,513
(Institutional Shares)
 
*  The Goldman Sachs Balanced Strategy Portfolio will be the accounting survivor for financial statement purposes.
* * * *
Proposal 1(k): Approval of the Reorganization of the AXA Enterprise Moderate Allocation Fund into the Goldman Sachs Growth and Income Strategy Portfolio pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Moderate Allocation Fund into the Goldman Sachs Growth and Income Strategy Portfolio. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.

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Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B, “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C and “Additional Information Regarding the AXA Enterprise Asset Allocation Funds and GST Asset Allocation Funds and Description of the Underlying Funds” in Appendix D. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Moderate Allocation Fund   Goldman Sachs Growth and Income Strategy Portfolio
     
Investment Objective   Investment Objective
Seeks long-term capital appreciation.   Seeks long-term capital appreciation and current income.
 
Investment Policies   Investment Policies
 
The Fund pursues its investment objective by investing exclusively in other mutual funds managed by AXA Equitable or Enterprise Capital Management, Inc., an affiliate of AXA Equitable.   The Fund pursues its investment objective by investing exclusively in other mutual funds managed by GSAM or an affiliate.
The Fund invests approximately 50% of its assets in equity investments and approximately 50% of its assets in fixed-income investments through investments in AXA Underlying Funds. Subject to this asset allocation target, the Fund generally invests its assets in a combination of AXA Underlying Funds that would result in the Fund being invested in the following asset categories in the approximate percentages: International Equity — 15%; Large Cap Equity — 25%; Small/Mid Cap Equity — 10%; Investment Grade — 45%; and High Yield Bonds — 5%. Actual allocations between asset classes and among asset categories can deviate from the amounts shown above by up to 15% of the Fund’s assets.   Under normal conditions, approximately 60% of the Fund’s Total Assets will be allocated among GST Underlying Equity Funds, which are intended to provide the capital appreciation component, and approximately 40% of the Fund’s Total Assets will be allocated among GST Underlying Fixed-Income Funds. Allocation to GST Underlying Fixed-Income Funds is intended to provide the income component. GSAM expects that the Fund will invest a relatively significant percentage of its equity allocation in the Goldman Sachs Structured Large Cap Growth, Goldman Sachs Structured Large Cap Value and Goldman Sachs Structured International Equity Funds and will invest a relatively significant percentage of its assets in the Goldman Sachs Core Fixed Income and Goldman Sachs Global Income Funds. The target allocation is 60% for GST Underlying Equity Funds and 40% for GST Underlying Fixed Income Funds. The allocation range is 40%-80% for GST Underlying Equity Funds and 20%-60% for GST Underlying Fixed Income Funds.

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AXA Enterprise Moderate Allocation Fund   Goldman Sachs Growth and Income Strategy Portfolio
     
The Fund is managed so that it can serve as a core part of a larger portfolio. AXA Equitable establishes the asset allocation targets for each asset class and the target investment percentages for each asset category and identifies the specific AXA Underlying Funds in which to invest using its proprietary investment process, based on fundamental research regarding the investment characteristics of the asset classes, asset categories and AXA Underlying Funds, as well as its outlook for the economy and financial markets. AXA Equitable may change the asset allocation targets and the target investment percentages.   The Fund is intended for investors who prefer to have their asset allocation decisions made by professional money managers. GSAM uses a disciplined, rigorous and quantitative approach to global tactical allocation. The Global Tactical Asset Allocation (“GTAA”) strategy attempts to add value by actively managing exposure to global stock, bond and currency markets. GSAM’s GTAA models use financial and economic factors that are designed to capture intuitive fundamental relationships across markets. The Fund may tactically deviate from the strategic allocations based on forecasts provided by the models. This process seeks to add value by overweighting attractive markets and underweighting unattractive markets.
Information regarding the AXA Underlying Funds in which the AXA Enterprise Fund currently may invest is included in Appendix D. These Underlying Funds have been selected to represent a reasonable spectrum of investment options for the relevant Fund. AXA Equitable may change the particular Underlying Funds in which the Fund invests from time to time.   Information regarding the GST Underlying Funds in which the GST Fund currently may invest is included in Appendix D. These Underlying Funds have been selected to represent a reasonable spectrum of investment options for the relevant Fund. GSAM may change the particular Underlying Funds in which the Fund invests from time to time.
 
Investment Adviser
   Investment Adviser
 
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment adviser for the Fund.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Moderate Allocation Fund and Goldman Sachs Growth and Income Strategy Portfolio are, in general, similar. One difference that should be noted is that the GST Fund normally invests approximately 60% of the Fund’s Total Assets in equity investments and 40% of its Total Assets in fixed-income investments, while the AXA Enterprise Fund normally invests approximately 50% of its total assets in equity investments and 50% of its total assets in fixed-income investments.
Comparison of Principal Risk Factors
      The investments of the Goldman Sachs Growth and Income Strategy Portfolio and the AXA Enterprise Moderate Allocation Fund (each an “Asset Allocation Fund”) are concentrated in other mutual funds (“Underlying Funds”). Shareholders will be affected by the investment policies of the Underlying Funds in direct proportion to the amount of the assets the Asset Allocation Funds allocate to specific Underlying Funds. To the extent an Asset Allocation Fund invests in Underlying Funds that invest in equity securities, the Asset Allocation Fund will be subject to the risks associated with such investments. Similarly, to the extent an Asset Allocation Fund invests in fixed-income securities, the Asset Allocation Fund will be subject to the risks associated with those investments. In addition, the investment adviser for an Asset Allocation Fund is subject to conflicts of interest in allocating investments among Underlying Funds. An Asset Allocation Fund also will incur a proportionate share of the expenses of the Underlying Funds in which it invests in addition to its own expenses.
      The principal risks of an investment in each Fund are similar, as each Fund is an Asset Allocation Fund. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such

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risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
         
    AXA Enterprise Moderate   Goldman Sachs Growth
    Allocation Fund   and Income Portfolio
         
Net Asset Value Risk
   X   X
Interest Rate Risk
   X   X
Credit/ Default Risk
   X   X
Call Risk
   X   X
Extension Risk
   X   X
Stock Risk
   X   X
Derivatives Risk
   X   X
Management Risk
   X   X
Market Risk
   X   X
Liquidity Risk
   X   X
Investment Style Risk
   X   X
Mid Cap and Small Cap Risk
   X   X
Foreign Risk
   X   X
Emerging Countries Risk
   X   X
Large Capitalization Risk
   X   X
Investing in Underlying Funds
   X   X
Investments of Underlying Funds
   X   X
Affiliated Persons
   X   X
Expenses
   X   X
U.S. Government Securities Risk
   X   X
Sovereign Risk
   X   X
Initial Public Offering (“IPO”) Risk
       X
Junk Bond Risk
   X   X
Non-Hedging Foreign Currency Trading Risk
       X
Geographic Risk
   X   X
Issuer Specific Risk
   X   X
Sub-Adviser Risk
   X    
Currency Risk
   X    
Investment Grade Securities Risk
   X   X
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that Class A and Institutional shareholders of the AXA Enterprise Fund will incur lower annual operating expense ratios (excluding fees and expenses of the Underlying Funds) as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. It is expected that Class B and C shareholders of the AXA Enterprise Fund will incur higher annual operating expense ratios (excluding fees and expenses of the Underlying Funds) as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. However, the net annual operating expense ratio for each class of shares of the GST Fund for the last fiscal year, including the

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expenses of the Underlying Funds in which it invests, was lower than that of the corresponding class of shares of the AXA Enterprise Fund, including the expenses of the Underlying Funds in which it invested. GSAM has agreed in the Reorganization Agreement that it will cap the net annual operating expenses of the GST Fund (Class B and Class C Shares) for one year from the effective time of the Reorganization of the GST Fund to the extent necessary to ensure that the net annual operating expense ratio of each such class of shares of the GST Fund does not exceed the current net annual operating expense ratio for such class of shares of the GST Fund as set forth in the table below.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Moderate Allocation Fund and the Goldman Sachs Growth and Income Strategy Portfolio based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended June 30, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on July 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended June 30, 2006. For financial statement purposes, the Goldman Sachs Growth and Income Strategy Portfolio will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      GSAM has agreed in the Reorganization Agreement that it will cap the net annual fund operating expenses of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of the Goldman Sachs Growth and Income Strategy Portfolio for one year from the effective time of the Reorganization to the extent necessary to ensure that the net annual operating expense ratio of each such class of shares of the GST Fund does not exceed the current net annual operating expense ratio for such class of shares of the GST Fund as set forth in the following tables.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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    AXA Enterprise Moderate   Goldman Sachs Growth and Income   Combined Fund
    Allocation Fund   Strategy Portfolio   Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       None       5.50% 1     None       None       None       5.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                 
    AXA Enterprise Moderate   Goldman Sachs Growth and Income   Combined Fund
    Allocation Fund   Strategy Portfolio   Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
                                                                                                
Management Fees (for asset allocation)
     0.20%       0.20%       0.20%       0.20%       0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6
Distribution and Service (12b-1) Fees
     0.30%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     1.32%       1.23%       1.23%       1.22%       0.24% 7     0.24% 7     0.24% 7     0.09% 7     0.24% 7     0.24% 7     0.24% 7     0.09% 7
Underlying Fund Expenses8
     5.06% 9     5.76% 9     5.76% 9     4.76% 9     0.76% 10     0.76% 10     0.76% 10     0.76% 10     0.76% 10     0.76% 10     0.76% 10     0.76% 10
     
Total Other and Underlying Fund Expenses
     6.38%       6.99%       6.99%       5.98%       1.00%       1.00%       1.00%       0.85%       1.00%       1.00%       1.00%       0.85%  
     
Total Fund Operating Expenses*
     6.88% 11     8.19% 11     8.19% 11     6.18% 8,11     1.40%       2.15%       2.15%       1.00%       1.40%       2.15%       2.15%       1.00%  
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                 
    AXA Enterprise Moderate   Goldman Sachs Growth and Income   Combined Fund
    Allocation Fund   Strategy Portfolio   Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees (for asset allocation)
     0.00%       0.00%       0.00%       0.00%       0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6
Distribution and Service (12b-1) Fees
     0.30%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.37%       0.22%       0.22%       0.22%       0.19% 7     0.19% 7     0.19% 7     0.04% 7     0.19% 7     0.19% 7     0.19% 7     0.04% 7
Underlying Fund Expenses8
     1.40% 9     2.10% 9     2.10% 9     1.10% 9     0.69% 9     0.69% 10     0.69% 10     0.69% 10     0.69% 10     0.69% 10     0.69% 10     0.69% 10
     
Total Other and Underlying Fund Expenses
     1.77%       2.32%       2.32%       1.32%       0.88%       0.88%       0.88%       0.73%       0.88%       0.88%       0.88%       0.73%  
     
Total Fund Operating Expenses (after current expense limitations)
     2.07% 9,11       3.32% 9,11       3.32% 9,11       1.32% 9,11       1.28%       2.03%       2.03%       0.88%       1.28%       2.03%       2.03%       0.88%  

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 1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
 2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
 3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of AXA Enterprise Funds and GST Funds automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
 4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
 5 If you redeem or exchange shares of an AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the respective Fund for the benefit of the remaining shareholders.
 
 6 GSAM’s fee reduction commitment with GST has permanently reduced the management fee for the Goldman Sachs Growth and Income Strategy Portfolio to an annual rate of 0.15% of the average daily net assets of the Fund. As a result, “Management Fees” and “Total Fund Operating Expenses” of the Fund have been restated to reflect the current expenses that are expected for the current fiscal year.
 
 7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares and 0.04% of the average daily net assets of the Institutional Shares, plus all other ordinary expenses not detailed above. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any offset arrangements) to 0.004% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
 8 The AXA Enterprise Moderate Allocation Fund and Goldman Sachs Growth and Income Strategy Portfolio invest in shares of Underlying Funds (as defined below). Therefore, each Fund will, in addition to its own expenses such as management fees, bear its pro rata share of the fees and expenses incurred by the Underlying Funds and the investment return of each Fund will be reduced by each Underlying Fund’s expenses.
 
 9 The range of expenses (as a percentage of average net assets) expected to be incurred indirectly in connection with each fund’s investments in Underlying Funds is 0.90% to 1.40%; Thus, the net operating expense ratio of the shares of each fund, including the fund’s direct and indirect expenses, is currently expected to range from: 1.40% to 1.90% for Class A Shares, 2.10% to 2.60% for Class B Shares, 2.10% to 2.60% for Class C Shares, and 1.10% to 1.60% for Class Y Shares,; after taking into account the fee waiver and expense reimbursement arrangement described above. Absent this arrangement, the total operating expense ratio of the shares of each fund would range from 5.06% to 5.56% for Class A Shares, 5.76% to 6.26% for Class B Shares, 5.76% to 6.26% for Class C Shares and 4.76% to 5.26% for Class Y Shares; This information is based on a weighted-average range of the expense ratios since the average assets of each fund invested in Underlying Funds will fluctuate. The total expense ratios may be higher or lower depending on the allocation of a fund’s assets among Underlying Funds and the actual expenses of the Underlying Funds. An investor could realize lower overall expenses by investing directly in the Underlying Funds.
 10 “Underlying Fund Expenses” for the Goldman Sachs Growth and Income Strategy Portfolio are based upon the strategic allocation of the Fund’s investment in the Underlying Funds and upon the actual total operating expenses of the Underlying Funds (including any current waivers and expense limitations of the Underlying Funds). Actual Underlying Fund expenses incurred by the Fund may vary with changes in the allocation of the Fund’s assets among the Underlying Funds and with other events that directly affect the expenses of the Underlying Funds.
 
 11 Pursuant to a contract, AXA Equitable has agreed to make payments or waive its management, administrative or other fees to limit the expenses of the AXA Enterprise Fund through April 30, 2008 (unless the Enterprise Multimanager Trust Trustees consent to an earlier revision or termination of this arrangement) so that the Total Fund Operating Expenses of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests, and extraordinary expenses) do not exceed 0.50% for

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Class A Shares, 1.20% for Class B and Class C Shares and 0.20% for Class Y Shares. The Total Fund Operating Expenses set forth in the previous sentence with respect to AXA Enterprise Growth and Income Allocation Fund do not include the proportionate share of Underlying Fund expenses that this Fund indirectly bears. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Fund’s expense ratio and such reimbursements do not exceed the Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after April 30, 2008.

     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Moderate Allocation Fund
                                
 
Class A Shares
   $ 670     $ 1,932     $ 3,147     $ 5,990  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 827     $ 2,262     $ 3,501     $ 6,334  
   
- assuming no redemption
   $ 327     $ 1,862     $ 3,301     $ 6,334  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 427     $ 1,862     $ 3,301     $ 6,516  
   
- assuming no redemption
   $ 327     $ 1,862     $ 3,301     $ 6,516  
 
Class Y Shares
   $ 131     $ 1,338     $ 2,517     $ 5,344  
Goldman Sachs Growth and Income Strategy Portfolio
                                
 
Class A Shares
   $ 685     $ 969     $ 1,274     $ 2,137  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 718     $ 973     $ 1,354     $ 2,292  
   
- assuming no redemption
   $ 218     $ 673     $ 1,154     $ 2,292  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 318     $ 673     $ 1,154     $ 2,483  
   
- assuming no redemption
   $ 218     $ 673     $ 1,154     $ 2,483  
 
Institutional Shares
   $ 102     $ 318     $ 552     $ 1,225  
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 685     $ 969     $ 1,274     $ 2,137  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 718     $ 973     $ 1,354     $ 2,292  
   
- assuming no redemption
   $ 218     $ 673     $ 1,154     $ 2,292  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 318     $ 673     $ 1,154     $ 2,483  
   
- assuming no redemption
   $ 218     $ 673     $ 1,154     $ 2,483  
 
Institutional Shares
   $ 102     $ 318     $ 552     $ 1,225  
 
1  The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.

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      The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.
      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A and the assumed CDSC for Class B and Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

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AXA Enterprise Moderate Allocation Fund
                         
Average Annual Total Returns           10 Years or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 1/10/05)
                        
Return Before Taxes
     4.81 %     NA       4.44%  
Return After Taxes on Distributions1
     3.86 %     NA       3.59%  
Return After Taxes on Distributions and Sale of Fund Shares1
     3.24 %     NA       3.31%  
Moderate Allocation Index2
     9.97 %     NA       7.43%  
Class B (inception 1/10/05)
                        
Return Before Taxes
     4.44 %     NA       4.52%  
Moderate Allocation Index
     9.97 %     NA       7.43%  
Class C (inception 1/10/05)
                        
Return Before Taxes
     8.33 %     NA       6.45%  
Moderate Allocation Index
     9.97 %     NA       7.43%  
Class Y (inception 1/10/05)
                        
Return Before Taxes
     10.57 %     NA       7.50%  
Moderate Allocation Index
     9.97 %     NA       7.43%  
Goldman Sachs Growth and Income Strategy Portfolio
                         
Average Annual Total Returns           10 Years or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 1/2/98)
                        
Return Before Taxes
     13.95 %     10.21 %     6.59 %
Return After Taxes on Distributions1
     6.13 %     8.05 %     4.81 %
Return After Taxes on Distributions and Sale of Fund Shares1
     5.95 %     7.33 %     4.50 %
S&P 500 Index3
     15.79 %     6.19 %     5.95 %
MSCI EAFE Index4
     26.86 %     15.42 %     8.75 %
Lehman Brothers Aggregate Bond Index5
     4.33 %     5.06 %     5.86 %
Class B (inception 1/2/98)
                        
Return Before Taxes
     13.05 %     9.38 %     5.79 %
S&P 500 Index
     15.79 %     6.19 %     5.95 %
MSCI EAFE Index
     26.86 %     15.42 %     8.75 %
Lehman Brothers Aggregate Bond Index5
     4.33 %     5.06 %     5.86 %
Class C (inception 1/2/98)
                        
Return Before Taxes
     13.06 %     9.38 %     5.79 %
S&P 500 Index
     15.79 %     6.19 %     5.95 %
MSCI EAFE Index
     26.86 %     15.42 %     8.75 %
Lehman Brothers Aggregate Bond Index5
     4.33 %     5.06 %     5.86 %
Institutional Class (inception 1/2/98)
                        
Return Before Taxes
     14.41 %     10.66 %     7.02 %
S&P 500 Index
     15.79 %     6.19 %     5.95 %
MSCI EAFE Index
     26.86 %     15.42 %     8.75 %
Lehman Brothers Aggregate Bond Index5
     4.33 %     5.06 %     5.86 %
 
1  The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y, and Institutional Class shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

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2  The Moderate Allocation Index is a weighted blend of the Lehman Brothers Aggregate Bond Index, the S&P 500 Index and the MSCI® EAFE® Index in the following proportions: 50% Lehman Brothers Aggregate Bond Index; 35% S&P 500 Index; and 15% MSCI® EAFE® Index. The Lehman Brothers Aggregate Bond Index covers the U.S. investment grade fixed-rate bond market, including government and credit securities, taxable municipal securities, agency mortgage pass-through securities, asset-backed securities, and commercial mortgage-based securities. The S&P 500® Index is an unmanaged broad-based index that includes 500 companies that tend to be leaders in important industries within the U.S. economy. The MSCI® EAFE® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. and Canada. The Moderate Allocation Index figures do not reflect any deduction for fees, expenses or taxes.
 
3  The S&P 500® Index is an unmanaged broad-based index that includes 500 companies that tend to be leaders in important industries within the U.S. economy. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
4  The MSCI® EAFE® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. and Canada. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
5  The Lehman Brothers Aggregate Bond Index -2% Issuer Capped represents an unmanaged diversified portfolio of fixed-income securities.
Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix E.
         
    AXA Enterprise Moderate   Goldman Sachs Growth and Income
    Allocation Fund   Strategy Portfolio
         
Sales charges and Distribution/ Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.30% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.

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    AXA Enterprise Moderate   Goldman Sachs Growth and Income
    Allocation Fund   Strategy Portfolio
         
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front- end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front- end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front- end sales charge, CDSC or Rule 12b-1 fees.
Purchase Policies   Investors can purchases shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.

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    AXA Enterprise Moderate   Goldman Sachs Growth and Income
    Allocation Fund   Strategy Portfolio
         
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.

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Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of June 30, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on June 30, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share.
                 
    AXA Enterprise   Goldman Sachs Growth        
    Moderate   and Income Strategy   Pro Forma   Pro Forma Combined
    Allocation Fund   Portfolio*   Adjustments   Fund
                 
Net Assets:
   $12,001   $810,308   $(0)   $822,309
    (Class A Shares)   (Class A Shares)       (Class A Shares)
    $4,640   $101,879   $0   $106,519
    (Class B Shares)   (Class B Shares)       (Class B Shares)
    $2,532   $243,803   $(0)   $246,335
    (Class C Shares)   (Class C Shares)       (Class C Shares)
    $19   $174,427   $0   $174,446
    (Class Y Shares)   (Institutional Shares)       (Institutional Shares)
 
Net Asset Value Per Share:
   $10.42   $12.59   $(10.42)   $12.59
    (Class A Shares)   (Class A Shares)       (Class A Shares)
    $10.40   $12.57   $(10.40)   $12.57
    (Class B Shares)   (Class B Shares)       (Class B Shares)
    $10.40   $12.55   $(10.40)   $12.55
  (Class C Shares)   (Class C Shares)       (Class C Shares)
    $10.44   $12.62   $(10.44)   $12.62
    (Class Y Shares)   (Institutional Shares)       (Institutional Shares)
 
Shares Outstanding:
   1,151   64,353   (198)   65,306
    (Class A Shares)   (Class A Shares)       (Class A Shares)
    446   8,103   (77)   8,472
    (Class B Shares)   (Class B Shares)       (Class B Shares)
    243   19,433   (42)   19,634
    (Class C Shares)   (Class C Shares)       (Class C Shares)
    2   13,817   (0)   13,819
    (Class Y Shares)   (Institutional Shares)       (Institutional Shares)
 
* The Goldman Sachs Balanced Strategy Portfolio will be the accounting survivor for financial statement purposes.
*     *     *     *     *
Proposal 1(l): Approval of the Reorganization of the AXA Enterprise Moderate Plus Allocation Fund into the Goldman Sachs Growth Strategy Portfolio pursuant to the Reorganization Agreement.
 
      The following is a summary of more complete information appearing later in this Proxy/ Prospectus or incorporated herein relating to the Reorganization of the AXA Enterprise Moderate-Plus Allocation Fund into the Goldman Sachs Growth Strategy Portfolio. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein, because they contain details that are not in this summary.

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Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Trustees without a vote of that Fund’s shareholders. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise and GST Funds” in Appendix B, “Comparison of Investment Restrictions of the AXA Enterprise and GST Funds” in Appendix C and “Additional Information Regarding the AXA Enterprise Asset Allocation Funds and GST Asset Allocation Funds and Description of the Underlying Funds” in Appendix D. For information concerning the risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.
     
AXA Enterprise Moderate-Plus Allocation Fund   Goldman Sachs Growth Strategy Portfolio
     
Investment Objective   Investment Objective
 
Seeks long-term capital appreciation and current income, with a greater emphasis on capital appreciation.   Seeks long-term capital appreciation and secondarily current income.
 
Investment Policies   Investment Policies
 
The Fund pursues its investment objective by investing exclusively in other mutual funds managed by AXA Equitable or Enterprise Capital Management, Inc., an affiliate of AXA Equitable.   The Fund pursues its investment objective by investing exclusively in other mutual funds managed by GSAM or an affiliate.
 
The Fund invests approximately 70% of its assets in AXA Underlying Funds that emphasize equity investments and approximately 30% of its assets in AXA Underlying Funds that emphasize fixed income investments. Subject to this asset allocation target, the Fund generally invests its assets in a combination of AXA Underlying Funds that would result in the Fund being invested in the following asset categories in the approximate percentages: International Equity — 20%; Large Cap Equity — 35%; Small/Mid Cap Equity — 15%; and Investment Grade — 30%. Actual allocations between asset classes and among asset categories can deviate from the amounts shown above by up to 15% of the Fund’s assets.   Under normal conditions, substantially all of the Fund’s Total Assets will be allocated among GST Underlying Equity Funds, with a greater focus on domestic large cap, small cap and international investments relative to the other GST Asset Allocation Funds. The target allocation is 80% for GST Underlying Equity Funds and is 20% for GST Underlying Fixed-Income Funds. The allocation range is 60% to 100% for GST Underlying Equity Funds is 0% to 40% for GST Underlying Fixed-Income Funds. GSAM expects that the Fund will invest a relatively significant percentage of its assets in the Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Structured Large Cap Value Fund, and Goldman Sachs Structured International Equity Fund.

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AXA Enterprise Moderate-Plus Allocation Fund   Goldman Sachs Growth Strategy Portfolio
     
The Fund is managed so that it can serve as a core part of a larger portfolio. AXA Equitable establishes the asset allocation targets for each asset class and the target investment percentages for each asset category and identifies the specific AXA Underlying Funds in which to invest using its proprietary investment process, based on fundamental research regarding the investment characteristics of the asset classes, asset categories and AXA Underlying Funds, as well as its outlook for the economy and financial markets. AXA Equitable may change the asset allocation targets and the target investment percentages.   The Fund is intended for investors who prefer to have their asset allocation decisions made by professional money managers. GSAM uses a disciplined, rigorous and quantitative approach to global tactical allocation. The Global Tactical Asset Allocation (“GTAA”) strategy attempts to add value by actively managing exposure to global stock, bond and currency markets. GSAM’s GTAA models use financial and economic factors that are designed to capture intuitive fundamental relationships across markets. The Fund may tactically deviate from the strategic allocations based on forecasts provided by the models. This process seeks to add value by overweighting attractive markets and underweighting unattractive markets.
 
Information regarding the AXA Underlying Funds in which the AXA Enterprise Fund currently may invest is included in Appendix D. These Underlying Funds have been selected to represent a reasonable spectrum of investment options for the relevant Fund. AXA Equitable may change the particular Underlying Funds in which the Fund invests from time to time.   Information regarding the GST Underlying Funds in which the GST Fund currently may invest is included in Appendix D. These Underlying Funds have been selected to represent a reasonable spectrum of investment options for the relevant Fund. GSAM may change the particular Underlying Funds in which the Fund invests from time to time.
 
Investment Adviser   Investment Adviser
 
AXA Equitable, through its AXA Funds Management Group unit, serves as the investment adviser for the Fund.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Moderate-Plus Allocation Fund and Goldman Sachs Growth Strategy Portfolio are, in general, similar. One difference that should be noted is that the GST Portfolio normally invests 80% of its assets in equity investments and 20% in fixed income investments, while the AXA Enterprise Fund normally invests approximately 70% of its total assets in equity investments and approximately 30% of its total assets in fixed-income investments.
Comparison of Principal Risk Factors
      The investments of the Goldman Sachs Growth Strategy Portfolio and the AXA Enterprise Moderate-Plus Allocation Fund (each an “Asset Allocation Fund”) are concentrated in other mutual funds (“Underlying Funds”). Shareholders will be affected by the investment policies of the Underlying Funds in direct proportion to the amount of the assets the Asset Allocation Funds allocate to specific Underlying Funds. To the extent an Asset Allocation Fund invests in Underlying Funds that invest in equity securities, the Asset Allocation Fund will be subject to the risks associated with such investments. Similarly, to the extent an Asset Allocation Fund invests in fixed-income securities, the Asset Allocation Fund will be subject to the risks associated with those investments. In addition, the investment adviser for an Asset Allocation Fund is subject to conflicts of interest in allocating investments among Underlying Funds. An Asset Allocation Fund also will incur a proportionate share of the expenses of the Underlying Funds in which it invests in addition to its own expenses.
      The principal risks of an investment in each Fund are similar, as each Fund is an Asset Allocation Fund. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The

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principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to All of the Reorganizations — Risks of Investing in the GST Funds and the AXA Enterprise Funds” below.
         
    AXA Enterprise Moderate-Plus   Goldman Sachs Growth
    Allocation Fund   Strategy Portfolio
         
Net Asset Value Risk
   X   X
Interest Rate Risk
   X   X
Credit/ Default Risk
   X   X
Call Risk
   X   X
Extension Risk
   X   X
Stock Risk
   X   X
Derivatives Risk
   X   X
Management Risk
   X   X
Market Risk
   X   X
Liquidity Risk
   X   X
Investment Style Risk
   X   X
Mid Cap and Small Cap Risk
   X   X
Foreign Risk
   X   X
Emerging Countries Risk
   X   X
Investing in Underlying Funds
   X   X
Investments of Underlying Funds
   X   X
Affiliated Persons
   X   X
Expenses
   X   X
U.S. Government Securities Risk
   X   X
Sovereign Risk
   X   X
Initial Public Offering Risk (IPO) Risk
       X
Junk Bond Risk
       X
Non-Hedging Foreign Currency Trading Risk
       X
Geographic Risk
   X   X
Issuer Specific Risk
   X   X
Sub-Adviser Selection Risk
   X    
Currency Risk
   X   X
Investment Grade Securities Risk
   X   X
Large Capitalization Risk
   X   X
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the Corresponding GST Fund. It is expected that Class A and Institutional shareholders of the AXA Enterprise Fund will incur lower annual operating expense ratios (excluding fees and expenses of the Underlying Funds) as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. It is expected that Class B and C shareholders of the AXA Enterprise Fund will incur higher annual operating expense ratios (excluding fees and expenses of the Underlying Funds) as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. However, the net

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annual operating expense ratio for each class of shares of the GST Fund for the last fiscal year, including the expenses of the Underlying Funds in which it invests, was lower than that of the corresponding class of shares of the AXA Enterprise Fund, including the expenses of the Underlying Funds in which it invested. GSAM has agreed in the Reorganization Agreement that it will cap the net annual operating expenses of the GST Fund (Class B and Class C Shares) for one year from the effective time of the Reorganization of the GST Fund to the extent necessary to ensure that the net annual operating expense ratio of each such class of shares of the GST Fund does not exceed the current net annual operating expense ratio for such class of shares of the GST Fund as set forth in the table below.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Moderate-Plus Allocation Fund and the Goldman Sachs Growth Strategy Portfolio based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended June 30, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on July 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended June 30, 2006. For financial statement purposes, the Goldman Sachs Growth Strategy Portfolio will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      GSAM has agreed in the Reorganization Agreement that it will cap the net annual fund operating expenses of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of the Goldman Sachs Growth Strategy Portfolio for one year from the effective time of the Reorganization to the extent necessary to ensure that the net annual operating expense ratio of each such class of shares of the GST Fund does not exceed the current net annual operating expense ratio for such class of shares of the GST Fund as set forth in the following tables.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) its Corresponding GST Fund as it currently exists and (3) the same GST Fund if it acquires its Corresponding AXA Enterprise Fund (i.e., the “pro forma” figure).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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    AXA Enterprise Moderate-Plus        
    Allocation Fund   Goldman Sachs Growth Strategy Portfolio   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Shareholder Fees
(fees paid directly from your investment):
                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       None       5.50% 1     None       None       None       5.50% 1     None       None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None       None 1     5.00% 3     1.00% 4     None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                 
    AXA Enterprise Moderate-Plus        
    Allocation Fund   Goldman Sachs Growth Strategy Portfolio   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees (for asset allocation)
     0.20%       0.20%       0.20%       0.20%       0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6
Distribution and Service (12b-1) Fees
     0.30%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses*
     0.94%       0.82%       0.82%       0.81%       0.24% 7     0.24% 7     0.24% 7     0.09% 7     0.24% 7     0.24% 7     0.24% 7     0.09% 7
Underlying Fund Expenses8
     2.72% 9     3.42% 9     3.42% 9     2.42% 9     0.81% 10     0.81% 10     0.81% 10     0.81% 10     0.81% 10     0.81% 10     0.81% 10     0.81% 10
     
Total Other and Underlying Fund Expenses
     3.66%       4.24%       4.24%       3.23%       1.05%       1.05%       1.05%       0.90%       1.05%       1.05%       1.05%       0.90%  
     
Total Fund Operating Expenses*
     4.16% 11     5.44% 11     5.44% 11     3.43% 11     1.45%       2.20%       2.20%       1.05%       1.45%       2.20%       2.20%       1.05%  
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, GST Fund and Combined Fund are as set forth below.
                                                                                                 
    AXA Enterprise Moderate-Plus        
    Allocation Fund   Goldman Sachs Growth Strategy Portfolio   Combined Fund Pro Forma
             
    Class A   Class B   Class C   Class Y   Class A   Class B   Class C   Institutional   Class A   Class B   Class C   Institutional
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
                                                                                                
Management Fees (for asset allocation)
     0.00%       0.00%       0.00%       0.00%       0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6     0.15% 6
Distribution and Service (12b-1) Fees
     0.30%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None       0.25%       1.00%       1.00%       None  
Other Expenses
     0.39%       0.24%       0.24%       0.24%       0.19% 7     0.19% 7     0.19% 7     0.04% 7     0.19% 7     0.19% 7     0.19% 7     0.04% 7
Underlying Fund Expenses8
     1.60% 9     2.30% 9     2.30% 9     1.30% 9     0.74% 10     0.74% 10     0.74% 10     0.74% 10     0.74% 10     0.74% 10     0.74% 10     0.74% 10
     
Total Other and Underlying Fund Expenses
     1.99%       2.54%       2.54%       1.54%       0.93%       0.93%       0.93%       0.78%       0.93%       0.93%       0.93%       0.78%  
     
Total Fund Operating Expenses (after current expense limitations)
     2.29% 9,11     3.54% 9,11     3.54% 9,11     1.54% 9,11     1.33%       2.08%       2.08%       0.93%       1.33%       2.08%       2.08%       0.93%  

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 1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of an AXA Enterprise Fund at net asset value and redeem those shares within 12 months of end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
 2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
 3 A CDSC is imposed upon Class B Shares of an AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of AXA Enterprise Funds and GST Funds automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
 4 A CDSC of 1% is imposed on Class C Shares of an AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
 5 If you redeem or exchange shares of an AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the respective Fund for the benefit of the remaining shareholders.
 
 6 GSAM’s fee reduction commitment with GST has permanently reduced the management fee for the Goldman Sachs Growth Strategy Portfolio to an annual rate of 0.15% of the average daily net assets of the Fund. As a result, “Management Fees” and “Total Fund Operating Expenses” of the Fund have been restated to reflect the current expenses that are expected for the current fiscal year.
 
 7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C Shares and 0.04% of the average daily net assets of the Institutional Shares, plus all other ordinary expenses not detailed above. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any offset arrangements) to 0.004% of the GST Fund’s average daily net assets. These expense reductions may be terminated at any time at the option of the GST Fund’s investment adviser.
 
 8 The AXA Enterprise Moderate-Plus Allocation Fund and Goldman Sachs Growth Strategy Portfolio invest in shares of Underlying Funds (as defined below). Therefore, each Fund will, in addition to its own expenses such as management fees, bear its pro rata share of the fees and expenses incurred by the Underlying Funds and the investment return of each Fund will be reduced by each Underlying Fund’s expenses.
 
 9 The range of expenses (as a percentage of average net assets) expected to be incurred indirectly in connection with each fund’s investments in Underlying Funds is: 1.10% to 1.60% Thus, the net operating expense ratio of the shares of each fund, including the fund’s direct and indirect expenses, is currently expected to range from: 1.60% to 2.10% for Class A Shares, 2.30% to 2.80% for Class B Shares, 2.30% to 2.80% for Class C Shares, and 1.30% to 1.80% for Class Y Shares; and, after taking into account the fee waiver and expense reimbursement arrangement described above. Absent this arrangement, the total operating expense ratio of the shares of each fund would range from: 2.72% to 3.22% for Class A Shares, 3.42% to 3.92% for Class B Shares, 3.42% to 3.92% for Class C Shares, and 2.42% to 2.92% for Class Y Shares. This information is based on a weighted-average range of the expense ratios since the average assets of each fund invested in Underlying Funds will fluctuate. The total expense ratios may be higher or lower depending on the allocation of a fund’s assets among Underlying Funds and the actual expenses of the Underlying Funds. An investor could realize lower overall expenses by investing directly in the Underlying Funds.
 10 “Underlying Fund Expenses” for the Goldman Sachs Growth Strategy Portfolio are based upon the strategic allocation of the Fund’s investment in the Underlying Funds and upon the actual total operating expenses of the Underlying Funds (including any current waivers and expense limitations of the Underlying Funds). Actual Underlying Fund expenses incurred by the Fund may vary with changes in the allocation of the Fund’s assets among the Underlying Funds and with other events that directly affect the expenses of the Underlying Funds.
 
 11 Pursuant to a contract, AXA Equitable has agreed to make payments or waive its management, administrative or other fees to limit the expenses of the AXA Enterprise Fund through April 30, 2008 (unless the Enterprise Multimanager

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Trust Trustees consent to an earlier revision or termination of this arrangement) so that the Total Fund Operating Expenses of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests, and extraordinary expenses) do not exceed 0.50% for Class A Shares, 1.20% for Class B and Class C Shares and 0.20% for Class Y Shares. The Total Fund Operating Expenses set forth in the previous sentence with respect to AXA Enterprise Moderate-Plus Allocation Fund do not include the proportionate share of Underlying Fund expenses that this Fund indirectly bears. AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Fund’s expense ratio and such reimbursements do not exceed the Fund’s expense cap. AXA Equitable may discontinue these arrangements at any time after April 30, 2008.

     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) its Corresponding GST Fund as it currently exists; and (3) the same GST Fund if it acquires the Corresponding AXA Enterprise Fund (i.e., the Combined Fund Pro forma) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of an AXA Enterprise Fund, a GST Fund or a Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that an AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Moderate-Plus Allocation Fund
                                
 
Class A Shares
   $ 694     $ 1,500     $ 2,319     $ 4,429  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 853     $ 1,832     $ 2,701     $ 4,896  
   
- assuming no redemption
   $ 353     $ 1,432     $ 2,501     $ 4,896  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 453     $ 1,432     $ 2,501     $ 5,132  
   
- assuming no redemption
   $ 353     $ 1,432     $ 2,501     $ 5,132  
 
Class Y Shares
   $ 155     $ 882     $ 1,631     $ 3,600  
Goldman Sachs Growth Strategy Portfolio
                                
 
Class A Shares
   $ 689     $ 983     $ 1,299     $ 2,190  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 723     $ 988     $ 1,380     $ 2,344  
   
- assuming no redemption
   $ 223     $ 688     $ 1,180     $ 2,344  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 323     $ 688     $ 1,180     $ 2,534  
   
- assuming no redemption
   $ 223     $ 688     $ 1,180     $ 2,534  
 
Institutional Shares
   $ 107     $ 334     $ 579     $ 1,283  
Combined Fund Pro Forma
                                
 
Class A Shares
   $ 689     $ 983     $ 1,299     $ 2,190  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 723     $ 988     $ 1,380     $ 2,344  
   
- assuming no redemption
   $ 223     $ 688     $ 1,180     $ 2,344  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 323     $ 688     $ 1,180     $ 2,534  
   
- assuming no redemption
   $ 223     $ 688     $ 1,180     $ 2,534  
 
Institutional Shares
   $ 107     $ 334     $ 579     $ 1,283  

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1  The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
      The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.
      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Funds or GST Funds. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Funds’ Statement of Additional Information, “Shareholder Guide” in the GST Funds’ prospectuses and “Payments to Intermediaries” in the GST Funds’ Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A and the assumed CDSC for Class B and Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

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AXA Enterprise Moderate-Plus Allocation Fund
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 10/1/94)
                        
Return Before Taxes
     8.17%       3.18%       3.72%  
Return After Taxes on Distributions1
     7.25%       2.75%       2.72%  
Return After Taxes on Distributions and Sale of Fund Shares1
     5.31%       2.47%       2.76%  
Moderate-Plus Allocation Index2
     14.38%       7.50%       8.39%  
Class B (inception 5/1/95)
                        
Return Before Taxes
     7.93%       3.27%       3.76%  
Moderate-Plus Allocation Index
     14.38%       7.50%       8.39%  
Class C (inception 5/1/97)
                        
Return Before Taxes
     11.98%       3.57%       3.41%  
Moderate-Plus Allocation Index
     14.38%       7.50%       8.10%  
Class Y (inception 7/5/95)
                        
Return Before Taxes
     14.20%       4.62%       4.65%  
Moderate-Plus Allocation Index
     14.38%       7.50%       8.39%  
Goldman Sachs Growth Strategy Portfolio
                         
            10 Years
Average Annual Total Returns           or Since
(For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 1/2/98)
                        
Return Before Taxes
     17.14%       11.48%       6.54%  
Return After Taxes on Distributions1
     9.68%       9.75%       5.22%  
Return After Taxes on Distributions and Sale of Fund Shares1
     7.61%       8.70%       4.75%  
S&P 500 Index3
     15.79%       6.19%       5.95%  
MSCI EAFE Index4
     26.86%       15.42%       8.75%  
Russell 2000 Index5
     18.37%       11.38%       8.09%  
MSCI Emerging Markets Free Index6
     32.59%       26.96%       12.02%  
Class B (inception 1/2/98)
                        
Return Before Taxes
     16.26%       10.67%       5.76%  
S&P 500 Index
     15.79%       6.19%       5.95%  
MSCI EAFE Index
     26.86%       15.42%       8.75%  
Russell 2000 Index
     18.37%       11.38%       8.09%  
MSCI Emerging Markets Free Index
     32.59%       26.96%       12.02%  
Class C (inception 1/2/98)
                        
Return Before Taxes
     16.28%       10.64%       5.76%  
S&P 500 Index
     15.79%       6.19%       5.95%  
MSCI EAFE Index
     26.86%       15.42%       8.75%  
Russell 2000 Index
     18.37%       11.38%       8.09%  
MSCI Emerging Markets Free Index
     32.59%       26.96%       12.02%  
Institutional Class (inception 1/2/98)
                        
Return Before Taxes
     17.64%       11.92%       6.96%  
S&P 500 Index
     15.79%       6.19%       5.95%  
MSCI EAFE Index
     28.86%       15.42%       8.75%  
Russell 2000 Index
     18.37%       11.38%       8.09%  
MSCI Emerging Markets Free Index
     32.59%       26.96%       12.02%  
 
1  The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates

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and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

2  The Moderate-Plus Allocation Index is a weighted blend of the Lehman Brothers Aggregate Bond Index, the S&P 500 Index and the MSCI® EAFE® Index in the following proportions: 25% Lehman Brothers Aggregate Bond Index; 60% S&P 500 Index; and 15% MSCI® EAFE® Index. The Lehman Brothers Aggregate Bond Index covers the U.S. investment grade fixed-rate bond market, including government and credit securities, taxable municipal securities, agency mortgage pass-through securities, asset-backed securities, and commercial mortgage-based securities. The S&P 500® Index is an unmanaged broad-based index that includes 500 companies that tend to be leaders in important industries within the U.S. economy. The MSCI® EAFE® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. and Canada. The Moderate-Plus Allocation Index figures do not reflect any deduction for fees, expenses or taxes.
 
3  The S&P 500® Index is an unmanaged broad-based index that includes 500 companies that tend to be leaders in important industries within the U.S. economy. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
4  The MSCI® EAFE® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. and Canada. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
5  The Russell 2000® Index is an unmanaged index of common stock prices that measures the performance of the 2000 smallest companies in the Russell 3000® Index. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
6  The MSCI® Emerging Markets Free (EMF) Index is an unmanaged free float-adjusted market capitalization-weighted index that is designed to measure equity market performance in the global emerging markets of over 26 emerging market countries. The Index figures do not reflect any deduction for fees, expenses or taxes.
Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the Corresponding GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of

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the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and the GST Funds” in Appendix E.
         
    AXA Enterprise    
    Moderate-Plus Allocation Fund   Goldman Sachs Growth Strategy Portfolio
         
Sales charges and Distribution/Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.30% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
 
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.
 
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.
 
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies   Investors can purchases shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.

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    AXA Enterprise    
    Moderate-Plus Allocation Fund   Goldman Sachs Growth Strategy Portfolio
         
Exchange Policies   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.
 
Redemption Policies   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
 
Redemption Fees   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.
Capitalization
      The following table shows the capitalization of the AXA Enterprise Fund and the Corresponding GST Fund as of June 30, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the Corresponding AXA Enterprise Fund if the Reorganization shown had been consummated on June 30, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share.
                 
    AXA Enterprise            
    Moderate-Plus   Goldman Sachs Growth   Pro Forma   Pro Forma
    Allocation Fund   Strategy Portfolio*   Adjustments   Combined Fund
                 
Net Assets:   $73,987
(Class A Shares)		   $593,034
(Class A Shares)		   $0   $667,021
(Class A Shares)
    $39,942
(Class B Shares)		   $106,506
(Class B Shares)		   $0   $146,448
(Class B Shares)

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    AXA Enterprise            
    Moderate-Plus   Goldman Sachs Growth   Pro Forma   Pro Forma
    Allocation Fund   Strategy Portfolio*   Adjustments   Combined Fund
                 
    $8,461
(Class C Shares)		   $319,370
(Class C Shares)		   $0   $327,831
(Class C Shares)
    $389
(Class Y Shares)		   $97,809
(Institutional Shares)		   $0   $98,198
(Institutional Shares)
Net Asset Value Per Share:   $7.67
(Class A Shares)		   $13.72
(Class A Shares)		   $(7.67)   $13.72
(Class A Shares)
    $7.48
(Class B Shares)		   $13.69
(Class B Shares)		   $(7.48)   $13.69
(Class B Shares)
    $7.45
(Class C Shares)		   $13.61
(Class C Shares)		   $(7.45)   $13.61
(Class C Shares)
    $7.73
(Class Y Shares)		   $13.77
(Institutional Shares)		   $(7.73)   $13.77
(Institutional Shares)
Shares Outstanding:   9,647
(Class A Shares)		   43,222
(Class A Shares)		   (4,254)   48,615
(Class A Shares)
    5,339
(Class B Shares)		   7,781
(Class B Shares)		   (2,421)   10,699
(Class B Shares)
    1,135
(Class C Shares)		   23,461
(Class C Shares)		   (514)   24,082
(Class C Shares)
    50
(Class Y Shares)		   7,104
(Institutional Shares)		   (22)   7,132
(Institutional Shares)
 
* The Goldman Sachs Growth Strategy Portfolio will be the accounting survivor for financial statement purposes.
*     *     *     *     *

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ADDITIONAL INFORMATION APPLICABLE TO ALL OF THE REORGANIZATIONS
Risks of Investing in the AXA Enterprise Funds and GST Funds
      All of the principal risks applicable to the AXA Enterprise Funds and the GST Funds are summarized in the tables appearing in the description of each proposal above and are described in more detail below. More information about certain types of portfolio securities and investment techniques, and their associated risks for the GST Funds, is provided in Appendix A to the prospectuses of the GST Funds. You should consider the investment risks discussed in this section and the prospectuses of the GST Funds, which are important to your investment choice.
      The Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Structured International Equity Fund, and Goldman Sachs Tollkeeper Fund (collectively, the “GST Equity Funds”) and AXA Enterprise Multimanager Core Equity Fund, AXA Enterprise Multimanager Growth Fund, AXA Enterprise Multimanager Mid Cap Growth Fund, AXA Enterprise Multimanager Mid Cap Value Fund, AXA Enterprise Multimanager Value Fund, AXA Enterprise Multimanager International Equity Fund, and AXA Enterprise Multimanager Technology Fund (collectively, the “AXA Enterprise Equity Funds” and, along with the GST Equity Funds, the “Equity Funds”) will be subject to the risks associated with equity investments. “Equity investments” may include common stocks, preferred stocks, interests in real estate investment trusts, convertible debt obligations, convertible preferred stocks, equity interests in trusts, partnerships, joint ventures, limited liability companies and similar enterprises, warrants, stock purchase rights and synthetic and derivative instruments that have economic characteristics similar to equity securities. In general, the values of equity investments fluctuate in response to the activities of individual companies and in response to general market and economic conditions. Accordingly, the values of the equity investments that the Equity Funds hold may rise or decline over short or extended periods. The stock markets tend to be cyclical, with periods when stock prices generally rise and periods when prices generally decline. This volatility means that the value of an investment in an Equity Fund may increase or decrease. Recently, certain stock markets have experienced substantial price volatility.
      The Goldman Sachs Core Plus Fixed Income Fund and AXA Enterprise Multimanager Core Bond (together, the “Fixed Income Funds”) will be subject to the risks associated with fixed-income securities. To the extent it invests in fixed-income securities, an Equity Fund will also be subject to the risks associated with fixed-income securities. These risks include interest rate risk, credit risk and call/extension risk. In general, interest rate risk involves the risk that when interest rates decline, the market value of fixed-income securities tends to increase. Conversely, when interest rates increase, the market value of fixed-income securities tends to decline. Credit risk involves the risk that an issuer or guarantor could default on its obligations, and an AXA Enterprise Fund or its Corresponding GST Fund will not recover its investment. Call risk and extension risk are normally present when the borrower has the option to prepay its obligations.
      The investments of the Goldman Sachs Equity Growth Strategy Portfolio, Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio, and Goldman Sachs Growth Strategy Portfolio (collectively, the “GST Asset Allocation Funds”) and the AXA Enterprise Aggressive Allocation Fund, AXA Enterprise Conservative Allocation Fund, AXA Enterprise Moderate Allocation Fund, and AXA Enterprise Moderate-Plus Allocation Fund (collectively, the “AXA Enterprise Asset Allocation Funds” and, together with the GST Asset Allocation Funds, the “Asset Allocation Funds” are concentrated in other mutual funds (“Underlying Funds”). Shareholders will be affected by the investment policies of the Underlying Funds in direct proportion to the amount of the assets the Asset Allocation Funds allocate to specific Underlying Funds. To the extent an Asset Allocation Fund invests in Underlying Funds that invest in equity securities, the Asset Allocation Fund will be subject to the risks associated with such investments. Similarly, to the extent an Asset Allocation Fund invests in fixed-income securities, the Asset Allocation Fund will be subject to the risks associated with those investments. In addition, the investment adviser for an Asset Allocation Fund is subject to conflicts of

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interest in allocating investments among Underlying Funds. An Asset Allocation Fund also will incur a proportionate share of the expenses of the Underlying Funds in which it invests in addition to its own expenses.
     
Principal Risk   Funds Denoting Risk as a Principal Risk
     
Net Asset Value Risk — The risk that the net asset value of the Fund and the value of your investment will fluctuate.
   All GST Funds
All AXA Enterprise Funds
 
Interest Rate Risk — The risk that when interest rates increase, securities held by a Fund will decline in value. Long-term fixed-income securities will normally have more price volatility because of this risk than short-term fixed-income securities.
   All GST Funds (except Goldman Sachs Tollkeeper Fund)
AXA Enterprise Multimanager Core Bond Fund
All AXA Enterprise Asset Allocation Funds
 
Credit/ Default Risk — The risk that an issuer or guarantor of a fixed-income security held by a Fund, or a bank or other financial institution that has entered into a repurchase agreement, or the counterparty in a derivative transaction may default on its payment obligations including the obligation to pay interest and repay principal. For certain Funds, this risk may include the risk of default on foreign letters of credit, guarantees or insurance that back municipal securities.
   All GST Funds (except Goldman Sachs Structured U.S. Equity Fund
Structured Large Cap Growth Fund
Structured Large Cap Value Fund and Tollkeeper Fund)
AXA Enterprise Multimanager Core Bond Fund
All AXA Enterprise Asset Allocation Funds
 
Call Risk — The risk that an issuer will exercise its right to pay principal on an obligation held by a Fund (such as a mortgage-backed security) earlier than expected. This may happen when there is a decline in interest rates. Under these circumstances, a Fund may be unable to recoup all of its initial investment and will also suffer from having to reinvest in lower yielding securities.
   Goldman Sachs Core Plus Fixed Income Fund
All GST Asset Allocation Funds (except Goldman Sachs Equity Growth Strategy Portfolio)
AXA Enterprise Multimanager Core Bond Fund
All AXA Enterprise Asset Allocation Funds
 
Extension Risk — The risk that an issuer will exercise its right to pay principal on an obligation held by a Fund (such as a mortgage-backed security) later than expected. This may happen when there is a rise in interest rates. Under these circumstances, the value of the obligation will decrease, and a Fund will also suffer from the inability to invest in higher yielding securities.
   Goldman Sachs Core Plus Fixed Income Fund
All GST Asset Allocation Funds (except Goldman Sachs Equity Growth Strategy Portfolio)
AXA Enterprise Multimanager Core Bond Fund
All AXA Enterprise Asset Allocation Funds

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Principal Risk   Funds Denoting Risk as a Principal Risk
     
U.S. Government Securities Risk — The risk that the U.S. government will not provide financial support to U.S. government agencies, instrumentalities or sponsored enterprises if it is not obligated to do so by law. Although many U.S. Government Securities purchased by the Funds, such as those issued by the Federal National Mortgage Association, Federal Home Loan Mortgage Corporation and Federal Home Loan Banks, may be chartered or sponsored by Acts of Congress, their securities are neither issued nor guaranteed by the United States Treasury and, therefore, are not backed by the full faith and credit of the United States. The maximum potential liability of the issuers of some U.S. Government Securities held by a Fund may greatly exceed their current resources, including their legal right to support from the U.S. Treasury. It is possible that these issuers will not have the funds to meet their payment obligations in the future.
   Goldman Sachs Core Plus Fixed Income Fund
All GST Asset Allocation Funds (except Goldman Sachs Equity Growth Strategy Portfolio)
AXA Enterprise Multimanager Core Bond Fund
All AXA Enterprise Asset Allocation Funds (except AXA Enterprise Aggressive Allocation Fund)
 
Stock Risk — The risk that stock prices have historically risen and fallen in periodic cycles. Stocks and other equity securities generally fluctuate more in value than bonds and may decline in value over short or extended periods. In recent years, U.S. and foreign stock markets have experienced substantial price volatility. The value of such securities will change based on changes in a company’s financial condition and in overall market and economic conditions.
   All GST Equity Funds
All GST Asset Allocation Funds
All AXA Enterprise Equity Funds
All AXA Enterprise Asset Allocation Funds

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Principal Risk   Funds Denoting Risk as a Principal Risk
     
Derivatives Risk — The risk that loss may result from a Fund’s investments in options, futures, swaps, structured securities and other derivative instruments. These instruments may be illiquid, difficult to price and leveraged so that small changes may produce disproportionate losses to a Fund. Derivatives are financial contracts whose value is based on the value of an underlying asset, reference rate or index. A Fund’s investment in derivatives may rise or fall more rapidly than other investments. These transactions are subject to changes in the value of the underlying security on which such transactions are based. Even a small investment in derivative securities can have a significant impact on a Fund’s exposure to stock market values, interest rates or currency exchange rates. Derivatives are subject to a number of risks such as liquidity risk, interest rate risk, market risk, credit risk and portfolio management risk depending on the type of underlying asset, reference rate or index. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate well with the underlying asset, rate or index. These types of transactions will be used primarily as a substitute for taking a position in the underlying asset and/or for hedging purposes. When a derivative security is used as a hedge against an offsetting position that a Fund also holds, any loss generated by the derivative security should be substantially offset by gains on the hedged instrument, and vice versa. To the extent that a Fund uses a derivative security for purposes other than as a hedge, that Fund is directly exposed to the risks of that derivative security and any loss generated by the derivative security will not be offset by a gain.
   All GST Funds (except Goldman Sachs Tollkeeper Fund)
AXA Enterprise Multimanager Core Bond Fund
All AXA Enterprise Asset Allocation Funds
 
Management Risk — The risk that a strategy used by a Fund’s investment adviser or sub-adviser may fail to produce the intended results.
   All GST Funds
All AXA Enterprise Funds
 
Market Risk — The risk that the value of the securities in which a Fund invests may go up or down in response to the prospects of individual companies, particular industry sectors and/or general economic conditions. Price changes may be temporary or last for extended periods. A Fund’s investments may be overweighted from time to time in one or more industry sectors, which will increase the Fund’s exposure to risk of loss from adverse developments affecting those sectors.
   All GST Funds
All AXA Enterprise Funds

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Principal Risk   Funds Denoting Risk as a Principal Risk
     
Liquidity Risk — The risk that a Fund will not be able to pay redemption proceeds within the time period stated in its prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. Funds that invest in small and mid-capitalization stocks and real estate investment trusts will be especially subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities within particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions whether or not accurate.
   All GST Funds
AXA Enterprise Multimanager Mid Cap Growth Fund
AXA Enterprise Multimanager Mid Cap Value Fund
AXA Enterprise Multimanager International Equity Fund
AXA Enterprise Multimanager Core Bond Fund
All AXA Enterprise Asset Allocation Funds
 
Industry Concentration Risk — The risk that a Fund concentrates its investments in specific industry sectors that have historically experienced substantial price volatility. A Fund is subject to greater risk of loss as a result of adverse economic, business or other developments than if its investments were diversified across different industry sectors. Securities of issuers held by a Fund may lack sufficient market liquidity to enable a Fund to sell the securities at an advantageous time or without a substantial drop in price.
   Goldman Sachs Tollkeeper Fund
AXA Enterprise Multimanager Technology Fund
 
Investment Style Risk — Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A Fund may outperform or underperform other funds that employ a different investment style. Examples of different investment styles include growth and value investing. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential. Growth companies are often expected by investors to increase their earnings at a certain rate. When these expectations are not met, investors can punish the stock inordinately even if earnings showed an absolute increase. Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market. Growth oriented funds will typically underperform when value investing is in favor. Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.
   All GST Equity Funds
All GST Asset Allocation Funds
All AXA Enterprise Equity Funds
All AXA Enterprise Asset Allocation Funds

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Principal Risk   Funds Denoting Risk as a Principal Risk
     
Mid-Cap and Small-Cap Risk — The securities of small capitalization and 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. Securities of such issuers may lack sufficient market liquidity to enable a Fund to effect sales at an advantageous time or without a substantial drop in price. Both mid-cap and small-cap companies often have narrower markets and more limited managerial and financial resources than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of a Fund’s portfolio. Generally, the smaller the company, the greater these risks.
   Goldman Sachs Structured U.S. Equity Fund
Goldman Sachs Structured Large Cap Growth Fund
Goldman Sachs Growth Opportunities Fund
Goldman Sachs Mid Cap Value Fund
Goldman Sachs Structured Large Cap Value Fund
Goldman Sachs Structured International Equity Fund
Goldman Sachs Tollkeeper Fund
All GST Asset Allocation Funds
AXA Enterprise Multimanager Mid Cap Growth Fund (Mid Cap Risk)
AXA Enterprise Multimanager Mid Cap Value Fund (Mid Cap Risk)
AXA Enterprise Multimanager International Equity Fund
AXA Enterprise Multimanager Technology Fund
All AXA Enterprise Asset Allocation Funds
 
Foreign Risk — The risk that when a Fund invests in foreign securities, it will be subject to risk of loss not typically associated with domestic issuers. Loss may result because of less foreign government regulation, less public information and less economic, political and social stability. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions. A Fund will also be subject to the risk of negative foreign currency rate fluctuations. Foreign risks will normally be greatest when a Fund invests in issuers located in emerging countries.
   All GST Funds
All AXA Enterprise Funds
 
Emerging Countries Risk — The securities markets of Asian, Latin and South American, Eastern European, African and other emerging countries are less liquid, are especially subject to greater price volatility, have smaller market capitalizations, have less government regulation and are not subject to as extensive and frequent accounting, financial and other reporting requirements as the securities markets of more developed countries. Further, investment in equity securities of issuers located in certain emerging countries involves risk of loss resulting from problems in share registration and custody and substantial economic and political disruptions. These risks are not normally associated with investments in more developed countries.
   Goldman Sachs Growth Opportunities Fund
Goldman Sachs Mid Cap Value Fund
Goldman Structured International Equity Fund
Goldman Sachs Tollkeeper Fund
Goldman Sachs Core Plus Fixed Income Fund
All GST Asset Allocation Funds
All AXA Enterprise Multimanager Funds

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Principal Risk   Funds Denoting Risk as a Principal Risk
     
Sovereign Risk — The risk that the issuer of the sovereign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay the principal or interest when due. This risk includes political, economic and repayment risks. Political risk is the risk associated with the general political and social environment of a country and includes among other factors, government instability, poor socioeconomic conditions, corruption, lack of law and order, lack of democratic accountability, poor quality of the bureaucracy, internal and external conflict, and religious and ethnic tensions. High political risk can impede the economic welfare of a country. Economic risk is the risk associated with general economic conditions and includes, among other things, low quality and growth rate of gross domestic product (“GDP”), high inflation or deflation, high government deficits as a percentage of GDP, weak financial sector, overvalued exchange rate, and high current accounts deficits as a percentage of GDP. Repayment risk is the risk associated with the inability of a country to pay its external debt obligations in the immediate future and includes, among other items, high foreign debt as a percentage of GDP, high foreign debt service as a percentage of exports, and an unsustainable exchange rate structure.
   Goldman Sachs Core Plus Fixed Income Fund
All GST Asset Allocation Funds (except Goldman Sachs Equity Growth Strategy Portfolio)
AXA Enterprise Multimanager Core Bond Fund
All AXA Enterprise Asset Allocation Funds
 
Initial Public Offering (“IPO”) Risk — The risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When a Fund’s asset base is small, a significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance.
   Goldman Sachs Tollkeeper Fund
All GST Asset Allocation Funds
AXA Enterprise Multimanager Technology Fund
 
“Junk Bond” Risk — Some Funds will invest in non-investment grade fixed-income securities (commonly known as “junk bonds”) that are considered predominantly speculative by traditional standards. Non-investment grade fixed-income securities and unrated securities of comparable credit quality are subject to the increased risk of an issuer’s inability to meet principal and interest payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate or municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally and less secondary market liquidity.
   Goldman Sachs Core Plus Fixed Income Fund
All GST Asset Allocation Funds (except Goldman Sachs Equity Growth Strategy Portfolio)
AXA Enterprise Multimanager Core Bond Fund
AXA Enterprise Conservative Allocation Fund
AXA Enterprise Moderate Allocation Fund

171

 

     
Principal Risk   Funds Denoting Risk as a Principal Risk
     
Non-Hedging Foreign Currency Trading Risk — Certain Funds may engage, to a greater extent than other Funds, in forward foreign currency transactions for speculative purposes. A Fund’s investment adviser may purchase or sell foreign currencies through the use of forward contracts based on the investment adviser’s judgment regarding the direction of the market for a particular foreign currency or currencies. In pursuing this strategy, an investment adviser seeks to profit from anticipated movements in currency rates by establishing “long” and/or “short” positions in forward contracts on various foreign currencies. Foreign exchange rates can be extremely volatile and a variance in the degree of volatility of the market or in the direction of the market from the investment adviser’s expectations may produce significant losses to a Fund.
   Goldman Sachs Core Plus Fixed Income Fund
All GST Asset Allocation Funds (except Goldman Sachs Equity Growth Strategy Portfolio)
 
Geographic Risk — Concentration of investments of a Fund in issuers located in a particular country or region will subject the Fund, to a greater extent than if investments were less concentrated, to the risks of adverse securities markets, exchange rates and social, political, regulatory or economic events that may occur in that country or region.
   Goldman Sachs Structured International Equity Fund
All GST Asset Allocation Funds
AXA Enterprise Multimanager International Equity Fund
All AXA Enterprise Allocation Funds
 
Issuer-Specific Risk — The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the market as a whole. A Fund could lose all of its investment in a company’s securities.
   All GST Funds
All AXA Enterprise Funds
 
Sub-adviser Selection Risk — The risk that the process for selecting or replacing a sub-adviser and the decision to select or replace a sub-adviser does not produce the intended result.
   All AXA Enterprise Funds

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Principal Risk   Funds Denoting Risk as a Principal Risk
     
Large Capitalization Risk — Larger more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
   Goldman Sachs Structured U.S. Equity Fund
Goldman Sachs Structured Large Cap Growth Fund
Goldman Sachs Structured Large Cap Value Fund
Goldman Sachs Structured International Equity Fund
All GST Asset Allocation Funds
AXA Enterprise Multimanager Core Equity Fund
AXA Enterprise Multimanager Growth Fund
AXA Enterprise Multimanager Value Fund
AXA Enterprise Multimanager International Equity Fund
AXA Enterprise Multimanager Technology Fund
All AXA Enterprise Asset Allocation Funds
 
Currency Risk — The risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. A change in the value of any such currency against the U.S. dollar will result in a change in the U.S. dollar value of a Fund’s assets and income.
   Goldman Sachs Structured International Equity Fund
Goldman Sachs Core Plus Fixed Income Fund
All GST Asset Allocation Funds
AXA Enterprise Multimanager International Equity Fund
AXA Enterprise Multimanager Core Bond Fund
All AXA Enterprise Asset Allocation Funds
 
Investment Grade Securities Risk — Debt securities are rated by national bond rating agencies. Securities rated BBB and higher by Standard & Poor’s and Baa or higher by Moody’s are considered investment grade securities, but securities rated BBB or Baa are somewhat riskier than higher rated obligations because they are regarded as having only an adequate capacity to pay principal and interest, and are considered to lack outstanding investment characteristics.
   Goldman Sachs Core Plus Fixed Income Fund
All GST Asset Allocation Funds
AXA Enterprise Multimanager Core Bond Fund
All AXA Enterprise Asset Allocation Funds

173

 

     
Principal Risk   Funds Denoting Risk as a Principal Risk
     
Internet Risk — The risk that the stock prices of Internet and Internet-related companies and therefore the value of a Fund will experience significant price movements as a result of intense market volatility, worldwide competition, consumer preferences, product compatibility, product obsolescence, government regulation, excessive investor optimism or pessimism, or other factors. To the extent a Fund may also invest in a relatively few number of issuers, the Fund may be more susceptible to adverse developments affecting any single issuer held in its portfolio and may be more susceptible to greater losses because of these developments.
   Goldman Sachs Tollkeeper Fund
AXA Enterprise Multimanager Technology Fund
 
Technology Sector Risk — The value of a Fund’s shares is particularly vulnerable to factors affecting the technology sector, such as dependency on consumer and business acceptance as new technology evolves, large and rapid price movements resulting from competition, rapid obsolescence of products and services and short product cycles. Many technology companies are small and at an earlier stage of development and, therefore, may be subject to risks such as those arising out of limited product lines, markets and financial and managerial resources.
   Goldman Sachs Tollkeeper Fund
AXA Enterprise Multimanager Technology Fund
 
Investing in Underlying Funds — The investments of certain Funds are concentrated in Underlying Funds, and each such Fund’s investment performance is directly and proportionately related to the investment performance of the Underlying Funds held by it. The ability of a Fund to meet its investment objective is directly related to the ability of the Underlying Funds to meet their objectives as well as the allocation among those Underlying Funds by the Fund’s investment adviser. The value of the Underlying Funds’ investments, and the net asset values (“NAV”) of the shares the Fund and the Underlying Funds, will fluctuate in response to various market and economic factors related to the equity and fixed-income markets, as well as the financial condition and prospects of issuers in which the Underlying Funds invest. There can be no assurance that the investment objective of a Fund or any Underlying Fund will be achieved.
   Goldman Sachs Core Plus Fixed Income Fund
All GST Asset Allocation Funds
All AXA Enterprise Asset Allocation Funds

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Principal Risk   Funds Denoting Risk as a Principal Risk
     
Investments of Underlying Funds — Because certain Funds invest in the Underlying Funds, these Funds’ shareholders will be affected by the investment policies of the Underlying Funds in direct proportion to the amount of assets the Funds allocate to those Underlying Funds. Certain Funds may invest in Underlying Funds that in turn invest in small capitalization companies and foreign issuers and thus are subject to additional risks, including changes in foreign currency exchange rates and political risk. Foreign investments may include securities of issuers located in emerging countries in Asia, Latin, Central and South America, Eastern Europe, Africa and the Middle East. Certain Funds may also invest in Underlying Funds that in turn invest in non-investment grade fixed-income securities (“junk bonds”), which are considered speculative by traditional standards. In addition, Underlying Funds may purchase derivative securities; enter into forward currency transactions; lend their portfolio securities; enter into futures contracts and options transactions; purchase zero coupon bonds and payment-in-kind bonds; purchase securities issue by real estate investment trusts (“REITs”) and other issuers in the real estate industry; purchase restricted and illiquid securities; purchase securities on a when-issued or delayed delivery basis; enter into repurchase agreements; borrow money; and engage in various other investment practices.
   Goldman Sachs Core Plus Fixed Income Fund
All GST Asset Allocation Funds
All AXA Enterprise Asset Allocation Funds
 
Affiliated Persons — In managing certain Funds, an investment adviser will have the authority to select and substitute Underlying Funds. An Investment Adviser is subject to conflicts of interest in allocating Fund assets among the various Underlying Funds both because the fees payable to it and/or its affiliates by some Underlying Funds are higher than the fees payable by other Underlying Funds and because the investment adviser and its affiliates are also responsible for managing the Underlying Funds. The Trustees and officers of the a Fund may also have conflicting interests in fulfilling their fiduciary duties to both the Fund and the Underlying Funds.
   All GST Asset Allocation Funds
AXA Enterprise Asset Allocation Funds
 
Expenses — Investors invest in Underlying Funds directly. By investing in Underlying Funds indirectly through another Fund, an investor will incur not only a proportionate share of the expenses of the Underlying Funds held by the Fund (including operating costs and investment management fees), but also expenses of the Fund.
   All GST Asset Allocation Funds
All AXA Enterprise Asset Allocation Funds
 
Non-Diversification Risk — As a non-diversified mutual fund, more of a Fund’s assets may be focused in the common stocks of a small number of issuers, which may make the value of the Fund’s shares more sensitive to changes in the market value of a single issuer or industry than shares of a diversified mutual fund.
   AXA Enterprise Multimanager Technology Fund

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Reasons for the Reorganizations and Board Considerations
      The Enterprise Multimanager Trust Trustees, including the Independent Enterprise Multimanager Trust Trustees, have determined that each Reorganization is in the best interest of the shareholders of the AXA Enterprise Fund involved therein, and that the interests of the current shareholders of the AXA Enterprise Fund will not be diluted as a result of the Reorganization. The Enterprise Multimanager Trust Trustees, including the Independent Enterprise Multimanager Trust Trustees, also have considered and unanimously approved the terms and conditions of the Reorganization Agreement. The following sets forth in greater detail the steps taken by the Enterprise Multimanager Trust Trustees in arriving at these conclusions.
      Background. At a meeting held on October 23, 2006, AXA Financial and AXA Equitable (“AXA”) informed the Enterprise Multimanager Trust Trustees that AXA had entered into an agreement with GSAM under which GSAM would acquire certain assets associated with AXA’s retail mutual fund business and AXA would use its reasonable best efforts to effect the Reorganizations. AXA also informed the Enterprise Multimanager Trust Trustees that, in consideration for these assets, the opportunity to manage additional assets after the proposed Reorganizations and covenants from AXA, including its assistance in facilitating the Reorganizations, GSAM agreed to pay AXA an amount based on the assets of each AXA Enterprise Fund at the time of its Reorganization. AXA then noted that the Reorganizations were subject to the approval of the Enterprise Multimanager Trust Trustees and the shareholders of the AXA Enterprise Funds, satisfactory completion of due diligence and execution of the Reorganization Agreement. AXA stated that it proposed to present the Reorganizations to the Enterprise Multimanager Trust Trustees for their consideration and approval at meetings later in 2006 and noted that the Enterprise Multimanager Trust Trustees would receive additional information regarding the Reorganizations in advance of such meetings.
      Board Considerations. In addition to the October 23 meeting, the Board also met on December 7 and December 28, 2006 to consider the proposed Reorganizations. The Independent Enterprise Multimanager Trust Trustees, together with their independent legal counsel, also met on November 13, 2006, and in executive session at the October 23 and December 7 meetings, to consider the Reorganizations. In connection with these meetings, the Enterprise Multimanager Trust Trustees requested, and AXA and GSAM provided in advance of the meetings, detailed information about the proposed Reorganizations, including information regarding: (1) the reputation, financial strength and capabilities of GSAM and its affiliates; (2) GSAM’s experience with and capabilities managing mutual funds; (3) the investment objectives and policies of the GST Funds and their relative compatibility with those of the AXA Enterprise Funds; (4) the historical investment performance records of the GST Funds (or with respect to the recently organized Goldman Sachs Core Plus Fixed Income Fund, the historical investment performance records of similar accounts) and the AXA Enterprise Funds, relative to each other; (5) the investment advisory and total expenses payable and paid by the GST Funds (including pro forma expense information), as compared with those of the AXA Enterprise Funds; (6) the qualifications and experience of the GSAM investment personnel managing the GST Funds; (7) Goldman Sachs’ distribution capabilities, the distribution and shareholder servicing arrangements (including Rule 12b-1 fees) and the sales charge structures of the GST Fund share classes, as compared with those of the AXA Enterprise Funds; (8) the reputation and capabilities of certain service providers for the GST Funds; (9) the current size of the GST Funds and the prospects for their future growth, as compared to the AXA Enterprise Funds; (10) alternatives to the Reorganization, including restructuring with different funds and liquidating the AXA Enterprise Funds; (11) the terms of the proposed Reorganization Agreement, including the anticipated tax-free nature of the transaction for the AXA Enterprise Funds and their shareholders and that the AXA Enterprise Funds would not bear any fees, expenses or explicit brokerage commissions in connection with the Reorganizations; and (12) potential benefits of the Reorganizations to AXA and GSAM and their respective affiliates. At each meeting, AXA representatives discussed, and the Independent Enterprise Multimanager Trust Trustees reviewed (with the assistance of independent legal counsel), information regarding the Reorganizations. In addition, at the December 7, 2006 meeting, representatives of GSAM met with the Enterprise Multimanager Trust Trustees to discuss GSAM, the GST Funds and the proposed Reorganizations.
      At the December 7, 2006 meeting, AXA and GSAM personnel were interviewed by the Board regarding GSAM, the GST Funds and the proposed Reorganizations. GSAM reviewed, among other things, information

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regarding its investment advisory business and the organizational and operational structure of the GSAM family of funds, including its various service providers. AXA and GSAM noted that GSAM serves as the investment adviser to the GST Funds and would continue to serve in that capacity after the Reorganizations. AXA and GSAM then reviewed GSAM’s investment advisory experience, capabilities and processes in managing funds with investment objectives and policies that are similar to the AXA Enterprise Funds. GSAM also reviewed the qualifications and experience of its portfolio managers for the GST Funds. AXA and GSAM also reviewed the experience and capabilities of the other service providers that provide services to the GST Funds.
      AXA and GSAM stated that the investment objectives, policies and strategies and principal risks of each AXA Enterprise Fund and its Corresponding GST Fund are similar. They also noted that each GST Fund is substantially larger than its corresponding AXA Enterprise Fund, which would offer shareholders of the AXA Enterprise Funds greater opportunity for diversification of investments and economies of scale as shareholders of the GST Funds.
      AXA and GSAM also stated that it is expected that the net annual operating expense ratio of each class of shares of each GST Fund after the Reorganizations, except the GST Asset Allocation Funds, would be lower than that of the corresponding class of Shares of the corresponding AXA Enterprise Fund. With respect to the GST Asset Allocation Funds, AXA and GSAM noted that it is expected that the net annual operating expense ratios of the Class A and Institutional Shares of the GST Funds after the Reorganizations would be lower than those of the Class A and Y Shares, respectively, of the corresponding AXA Enterprise Fund, and that it is expected that the net annual operating expense ratios of the Class B and Class C Shares of the GST Funds after the Reorganizations would be higher than those of the Class B and Class C Shares of the corresponding AXA Enterprise Funds. However, AXA and GSAM also noted that the net annual operating expense ratio for each class of Shares of each GST Asset Allocation Fund for the last fiscal year, including the expenses of the Underlying Funds in which they invest, generally was lower than that of the corresponding class of shares of the AXA Enterprise Fund, including the expenses of the Underlying Funds in which it invested. In addition, AXA and GSAM noted that GSAM has agreed to cap the net annual operating expenses of each GST Asset Allocation Fund (Class B and Class C Shares) for one year from the effective time of the Reorganization of each such GST Fund to the extent necessary to ensure that the net annual operating expense ratio of each such class of Shares of each such GST Fund does not exceed the current net annual operating expense ratio for such class of Shares of such GST Fund as set forth in the annual operating expense table in this Proxy/ Prospectus.
      GSAM also reviewed the performance of each GST Fund and its corresponding AXA Enterprise Fund for various periods ended September 30, 2006 and noted that the performance of each GST Fund for the periods reviewed generally was more favorable or compared reasonably to that of its corresponding AXA Enterprise Fund, although there is no guarantee or assurance as to the future performance of the GST Funds.
      AXA and GSAM also reviewed with the Board the distribution and shareholder servicing arrangements for the GST Funds, including the sales load structures for each class of Shares. GSAM noted that the sales load structures generally are similar, except that Class A Shares of the GST Equity Funds and GST Asset Allocation Funds have a higher front-end sales load but a lower Rule 12b-1 fee than the corresponding AXA Enterprise Funds.
      AXA and GSAM also reviewed with the Board the terms and conditions of the Reorganization Agreement, noting that the Reorganizations are expected to be tax-free to each of the AXA Enterprise Funds and their respective shareholders. They also noted that AXA and GSAM would bear the costs associated with the Reorganizations, including the costs of obtaining shareholder approval of the Reorganizations and the explicit brokerage commissions on portfolio transactions incurred in connection with the Reorganizations. They also noted that shareholders of the AXA Enterprise Funds would not pay any sales charges in connection with the Reorganizations.
      AXA and GSAM also noted that the interests of the shareholders would not be diluted by the Reorganizations because each Reorganization would be effected on the basis of each participating Fund’s net asset value.
      AXA and GSAM also reviewed information regarding potential benefits of the Reorganizations to AXA and GSAM, respectively, including those under the purchase agreement between AXA and GSAM. They also noted

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that the Reorganizations were part of a larger set of reorganizations involving the 12 funds of the Enterprise Multimanager Trust, 14 funds of the Enterprise Trust and one fund of the Enterprise Group. AXA also noted that GSAM had agreed to use its best efforts to assure compliance with the conditions of Section 15(f) of the 1940 Act. Section 15(f) provides a non-exclusive safe harbor for an investment adviser or any affiliated persons thereof to receive any amount or benefit in connection with a sale of securities of, or any other interest in, such adviser which results in an assignment of an investment advisory contract with an investment company as long as two conditions are met. First, no “unfair burden” may be imposed on the investment company as a result of the transaction, or any express or implied terms, conditions or understandings applicable thereto. As defined in the 1940 Act, the term “unfair burden” includes any arrangement during the two-year period after which such transaction occurs whereby the investment adviser (or predecessor or successor adviser) or any interested person of any such adviser receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter of the investment company). The Enterprise Multimanager Trust Trustees were advised that AXA and GSAM were not aware of any circumstances relating to the Reorganizations that might result in the imposition of an “unfair burden” on any AXA Enterprise Fund. Second, during the three-year period immediately following the change of control, at least 75% of an investment company’s board of directors must not be “interested persons” of the investment adviser or the predecessor investment adviser within the meaning of the 1940 Act. The GST Board of Trustees currently satisfies and intends to continue to satisfy this condition.
      At the Enterprise Multimanager Trust Trustees meeting held on December 28, 2006, the Enterprise Multimanager Trust Trustees reviewed additional information regarding the proposed Reorganizations. At that meeting, the Enterprise Multimanager Trust Trustees determined that, based on the representations and information from AXA and GSAM, each Reorganization was in the best interest of the shareholders of the AXA Enterprise Fund involved therein, and that the interests of the current shareholders of the AXA Enterprise Fund would not be diluted as a result of the Reorganization. The Enterprise Multimanager Trust Trustees also considered and unanimously approved the terms and conditions of the Reorganization Agreement. The Board’s conclusion as to each Reorganization was based on a number of factors, including the following:
  •  The Reorganizations will enable shareholders of each AXA Enterprise Fund to continue their investment in a GST Fund that has similar investment objectives, policies and risks as the AXA Enterprise Fund and which is part of a substantially larger, more diversified family of funds with increased potential for asset growth and the benefits of that growth resulting from economies of scale and greater portfolio diversification.
 
  •  GSAM has substantial experience, qualifications and capabilities in managing mutual funds with similar investment objectives and policies as the AXA Enterprise Funds.
 
  •  The historical investment performance records of each GST Fund for the periods reviewed generally compared reasonably to that of the corresponding AXA Enterprise Fund, although there is no guarantee or assurance as to the future performance of the GST Funds.
 
  •  The net annual operating expense ratio of each class of shares of each GST Fund after the Reorganizations, except for the GST Asset Allocation Funds, is expected to be lower than that of the corresponding class of shares of the corresponding AXA Enterprise Fund.
 
  •  The net annual operating expense ratios of the Class A and Institutional Shares of the GST Asset Allocation Funds after the Reorganizations are expected to be lower than those of the Class A and Y Shares, respectively, of the corresponding AXA Enterprise Funds, and the net annual operating expense ratios of the Class B and Class C Shares of the GST Funds are expected to be higher than those of the Class B and Class C Shares of the corresponding AXA Enterprise Funds. However, the net annual operating expense ratio for each class of Shares of each GST Asset Allocation Fund for the last fiscal year, including the expenses of the Underlying Funds in which they invest, generally was lower than that of the corresponding class of shares of the AXA Enterprise Fund, including the expenses of the

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  Underlying Funds in which it invested. In addition, GSAM has agreed to cap the net annual operating expenses of each GST Asset Allocation Fund (Class B and Class C Shares) for one year from the effective time of the Reorganization, as described above.
 
  •  The distribution and shareholder servicing arrangements compare favorably to those of the AXA Enterprise Funds. In addition, as a result of the Reorganizations, each shareholder of an AXA Enterprise Fund would receive shares of a corresponding class of the corresponding GST Fund that has a similar sales charge and Rule 12b-1 fee structure. Although the Class A Shares of the GST Equity Funds and GST Asset Allocation Funds generally have a higher front-end sales load than Class A Shares of the corresponding AXA Enterprise Funds, the ongoing Rule 12b-1 fee for Class A Shares of the GST Funds is lower than that of the AXA Enterprise Funds.
 
  •  As a result of the Reorganizations, each shareholder invested in shares of an AXA Enterprise Fund would hold, immediately after the Reorganization, shares of the corresponding class of the corresponding GST Fund having an aggregate value equal to the aggregate value of those AXA Enterprise Fund Shares held immediately before the Effective Time of the Reorganization.
 
  •  Goldman Sachs has substantial distribution capabilities for the GST Funds, which is reasonably likely to lead to future growth of the GST Funds.
 
  •  The Reorganizations are expected to be tax-free for the AXA Enterprise Funds and their shareholders.
 
  •  The AXA Enterprise Funds would not bear any of the expenses of the proposed Reorganizations.

      On the basis of the foregoing and other representations and information provided to it and its evaluation of those representations and information, the Enterprise Multimanager Trust Trustees, including the Independent Enterprise Multimanager Trust Trustees, voted unanimously to approve the Reorganization Agreement with respect to each AXA Enterprise Fund and to recommend that the shareholders also approve the Reorganizations.
The Reorganization Agreement
      The following summary of the Reorganization Agreement is qualified in its entirety by reference to the Reorganization Agreement attached to this Proxy/ Prospectus as Appendix A.
      The Reorganization Agreement provides that with respect to each AXA Enterprise Fund: (1) all of the AXA Enterprise Fund’s assets will be acquired, and all of its liabilities (other than those liabilities specifically excluded under the Reorganization Agreement) will be assumed, by its Corresponding GST Fund in exchange for Class A Shares, Class B Shares, Class C Shares and Institutional Shares (as shown in the chart appearing in the “Summary” section above) (collectively, “GST Shares”), (2) such GST Shares will be distributed to the shareholders of the corresponding share class of the AXA Enterprise Fund, and (3) each AXA Enterprise Fund will liquidate.
      Subject to the satisfaction of the conditions described below, each Reorganization is scheduled to occur immediately before the opening of business on April 30, 2007 or on a later date as the parties may agree (the “Effective Time of the Reorganization”).
      Generally, with respect to each Reorganization, each shareholder of an AXA Enterprise Fund will receive the number of full and fractional (to the third decimal place) Class A Shares, Class B Shares, Class C Shares, Class A Shares or Institutional Shares of its Corresponding GST Fund equal in value to the value of the Class A Shares, Class B Shares, Class C Shares, Class P Shares or Class Y Shares, respectively, held as of the close of regularly scheduled trading on the New York Stock Exchange (“NYSE”) on the business day preceding the Effective Time of the Reorganization or other agreed upon time and date (the “Valuation Time”). Immediately upon receipt of GST Fund shares, each AXA Enterprise Fund will distribute pro rata to its shareholders of record as of the Valuation Time in complete liquidation thereof the shares of the Corresponding GST Fund received by such AXA Enterprise Fund in the Reorganization.
      Each such distribution by an AXA Enterprise Fund will be accomplished by the transfer of the Corresponding GST Fund’s shares then credited to the account of the AXA Enterprise Fund on the Correspond-

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ing GST Fund’s share records to open accounts on those share records in the names of the record shareholders of the AXA Enterprise Fund. The aggregate net asset values of the Class A Shares, Class B Shares, Class C Shares, Class A Shares and Institutional Shares of the Corresponding GST Fund to be credited to the accounts of each AXA Enterprise Fund’s shareholders will be equal to the aggregate net asset values of the Class A Shares, Class B Shares, Class C Shares, Class P Shares and Class Y Shares, respectively, of the AXA Enterprise Fund owned by such shareholders at the Valuation Time. All issued and outstanding shares of each AXA Enterprise Fund will simultaneously be canceled on its share records.
      Under the Reorganization Agreement, Enterprise Multimanager Trust and GST will not bear any fees, expenses or explicit brokerage commissions in connection with the transactions contemplated by the Reorganization Agreement. All of the fees, expenses and explicit brokerage commissions in connection with entering into and carrying out those transactions will be paid by AXA Equitable or GSAM (or any affiliate thereof).
      The Reorganization Agreement provides that each GST Fund will assume all obligations of its Corresponding AXA Enterprise Fund to indemnify the Independent Trustees against all liabilities and expenses to the extent provided by Enterprise Multimanager Trust’s Declaration of Trust and By-laws.
      The Reorganization Agreement contains a number of representations and warranties made by Enterprise Multimanager Trust to GST related to, among other things, its legal status, compliance with laws and regulations and financial position (section 4.1) and similar representations and warranties made by GST to Enterprise Multimanager Trust (section 4.2). The Reorganization Agreement contains a number of conditions precedent that must occur before either Enterprise Multimanager Trust or GST is obligated to proceed with any of the Reorganizations (Article VI). These include, among others, that: (1) the shareholders of each AXA Enterprise Fund approve the Reorganization and the Reorganization Agreement with respect thereto; (2) Enterprise Multimanager Trust receives from GST’s legal counsel and GST receives from Enterprise Multimanager Trust’s legal counsel, certain opinions supporting the representations and warranties made by each party regarding legal status and compliance with laws and regulations (including an opinion from GST’s counsel that the shares issued in the Reorganizations will be validly issued, fully paid and non-assessable); (3) both Enterprise Multimanager Trust and GST receive from GST’s counsel the tax opinion discussed below under “Federal Income Tax Consequences;” and (4) both Enterprise Multimanager Trust and GST receive certain certificates from the other’s officers concerning the continuing accuracy of its representations and warranties made in the Reorganization Agreement.
      The Reorganization Agreement may be terminated and the Reorganizations abandoned at any time prior to the Effective Time of the Reorganizations by: (1) the mutual written consent of Enterprise Multimanager Trust and GST; or (2) either Enterprise Multimanager Trust or GST (a) following any material breach by the other of any of its representations, warranties or covenants contained in the Reorganization Agreement if such breach is not cured within 10 business days; (b) if any applicable condition precedent is not satisfied by December 31, 2007; or (c) upon the occurrence of an event that has a material adverse effect upon the other or a Fund thereof; (d) if the Effective Time does not occur by December 31, 2007; or (e) following a determination by its Board that the consummation of the Reorganizations is not in the best interest of its shareholders.
      Approval of each Reorganization requires the approval of the holders of a majority of the shares of the relevant AXA Enterprise Fund entitled to vote at the Special Meeting. See the section of this Proxy/ Prospectus entitled “Voting Information” for more information.
      The Reorganization Agreement provides that the failure of any AXA Enterprise Fund to consummate the transactions contemplated in the Reorganization Agreement will not affect the consummation of the Reorganization of any other AXA Enterprise Fund.
      At the same time that shareholders are being asked to approve the reorganization of the AXA Enterprise Funds into the GST Funds, it is expected that, subject to shareholder approval requested in separate proxy statements, thirteen additional portfolios of the AXA Enterprise Funds Trust and one portfolio of The Enterprise Group of Funds, Inc. will be reorganized into corresponding funds of GST. In this regard, it is proposed that: (1) the AXA Enterprise Capital Appreciation Fund of AXA Enterprise Funds Trust be reorganized into the Goldman Sachs Structured U.S. Equity Fund; and (2) the AXA Enterprise Equity Fund of the AXA Enterprise

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Funds Trust be reorganized into the Goldman Sachs Structured Large Cap Growth Fund. A separate combined proxy statement/ prospectus is being mailed to shareholders of those AXA Enterprise Funds. The Reorganizations will be completed whether or not the reorganizations of the AXA Enterprise Funds Trust or The Enterprise Group of Funds, Inc. portfolios are completed. However, no Reorganization involving any AXA Enterprise Fund will be consummated until either (i) shareholders of all AXA Enterprise Funds approve the Reorganization Agreement or (ii) shareholders of certain but not all AXA Enterprise Funds approve the Reorganization Agreement and shareholders of certain portfolios of the AXA Enterprise Funds Trust or The Enterprise Group of Funds, Inc. approve related agreements and plans of reorganization such that the AXA Enterprise Funds and the portfolios of the AXA Enterprise Funds Trust and The Enterprise Group of Funds, Inc. whose shareholders provided approval have combined total assets under management of at least $1,000,000,000. Under certain circumstances detailed in the Reorganization Agreement, reorganization involving one or more AXA Enterprise Funds may be consummated with a lesser amount of combined total assets under management.
      The Reorganization Agreement also provides that in order to facilitate the transfer of the assets of the AXA Enterprise Funds at the Effective Time of a Reorganization, GSAM may request that AXA Equitable use its commercially reasonable best efforts, subject to its fiduciary duty and that of the investment sub-adviser to the applicable AXA Enterprise Fund, to limit or cease portfolio trading on behalf of that AXA Enterprise Fund for a period of up to three days prior to the Valuation Time of the Reorganization.
      Although each AXA Enterprise Fund has a similar investment objective and principal strategies to its Corresponding GST Fund, some of an AXA Enterprise Fund’s holdings may not be permissible portfolio holdings of its Corresponding GST Fund. Therefore, some portion of an AXA Enterprise Fund’s securities holdings may be sold prior to or immediately following its Reorganization. In addition, GSAM anticipates selling a portion of certain AXA Enterprise Fund’s securities holdings shortly after its Reorganization. To the extent that an AXA Enterprise Fund’s securities holdings are sold prior to its Reorganization, the proceeds of such sales will be held in temporary investments or reinvested in assets that the Corresponding GST Fund may hold. The possible need for a Fund to dispose of certain portfolio investments in connection with its Reorganization could result in selling such investments at a disadvantageous time and price. The sale of securities either prior to its Reorganization or shortly thereafter could result in the AXA Enterprise Fund or its Corresponding GST Fund realizing gains (which may be taxable) or losses that would not otherwise have been realized but for the Reorganization. Such a sale of assets and the reinvestment of the proceeds would involve brokerage and other transactional costs. In that event, GSAM will pay the explicit brokerage commissions resulting from portfolio transactions executed on behalf of either Fund in connection with the Reorganizations.
      If the Reorganizations are approved, AXA Enterprise Fund shareholders who do not wish to have their AXA Enterprise Fund shares exchanged for shares of a Corresponding GST Fund as part of the Reorganizations should redeem their shares prior to the consummation of the Reorganizations. If you redeem your shares, you may recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them. In addition, if you redeem your shares prior to the Reorganizations and your shares are subject to a CDSC, your redemption proceeds will be reduced by any applicable sales charge.
Description of the Securities to be Issued
      Shareholders of each AXA Enterprise Fund as of its Effective Time of the Reorganization will receive full and/or fractional Class A Shares, Class B Shares, Class C Shares and Institutional Shares of the respective Corresponding GST Fund in accordance with the procedures provided for in the Reorganization Agreement, as described above. The GST Fund shares to be issued in connection with each Reorganization will be fully paid and non-assessable when issued, and will have no pre-emptive or conversion rights (except that Class B Shares of each GST Fund convert to Class A Shares of the same Fund approximately eight years after purchase). The rights of shareholders of Enterprise Multimanager Trust and GST are comparable. For more information see “Comparison of Enterprise Multimanager Trust’s and GST’s Charter Documents” below and “Comparison of Shareholder Transactions and Services of the AXA Enterprise Funds and GST Funds” in Appendix E.

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Federal Income Tax Consequences
      The exchange of each AXA Enterprise Fund’s assets for the Corresponding GST Fund shares and its assumption of substantially all of the liabilities of the AXA Enterprise Fund pursuant to the Reorganization Agreement is intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368(a) of the Code. As a condition to the closing of each Reorganization, Enterprise Multimanager Trust and GST will receive the opinion of Drinker Biddle & Reath LLP, counsel to GST, to the effect that on the basis of the existing provisions of the Code, Treasury regulations thereunder, current administrative rulings and pronouncements and court decisions, and certain facts, qualifications, assumptions and representations, for federal income tax purposes:
(1) each Reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and each GST Fund and AXA Enterprise Fund will be a “party to a reorganization” within the meaning of Section 368(b) of the Code;
 
(2) each AXA Enterprise Fund will recognize no gain or loss (a) upon the transfer of its assets to the Corresponding GST Fund in exchange for that GST Fund’s shares and the assumption of the liabilities of the AXA Enterprise Fund, and (b) upon the distribution of those shares to the shareholders of the AXA Enterprise Fund;
 
(3) each GST Fund will recognize no gain or loss upon the receipt of the assets of the Corresponding AXA Enterprise Fund in exchange for shares of such GST Fund and the assumption of the liabilities of such AXA Enterprise Fund;
 
(4) the tax basis in the hands of each GST Fund of each asset of the Corresponding AXA Enterprise Fund transferred to such GST Fund in their Reorganization will be the same as the basis of that asset in the hands of such AXA Enterprise Fund immediately before the transfer;
 
(5) the holding period of each asset of each AXA Enterprise Fund in the hands of the Corresponding GST Fund will include the period during which that asset was held by such AXA Enterprise Fund;
 
(6) the shareholders of each AXA Enterprise Fund will recognize no gain or loss upon their receipt of shares of the Corresponding GST Fund;
 
(7) the aggregate tax basis of the GST Fund shares received by each shareholder of the Corresponding AXA Enterprise Fund will equal the aggregate tax basis of the AXA Enterprise Fund shares surrendered in exchange therefor;
 
(8) the holding period of the GST Fund shares received by each AXA Enterprise Fund shareholder will include the holding period of the AXA Enterprise Fund shares surrendered in exchange therefor, provided that the AXA Enterprise Fund shares are held by that shareholder as capital assets on the date of the exchange; and
 
(9) each GST Fund will succeed to and take into account the tax attributes of the Corresponding AXA Enterprise Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder.
      Shares held for the purpose of investment are generally considered to be capital assets.
      Neither Enterprise Multimanager Trust nor GST has sought a tax ruling from the Internal Revenue Service (“IRS”). The opinion of counsel is not binding on the IRS nor does it preclude the IRS from adopting a contrary position.
      At or before the Valuation Time, each AXA Enterprise Fund will pay a dividend that, together with all previous dividends, will have the effect of distributing to its shareholders all of its investment company taxable income (computed without regard to any deduction for dividends paid) (and net tax-exempt income, if any,) for all taxable periods at years ending at or before the Effective Time of a Reorganization and all of its net capital gain, if any, after reduction for any capital loss carry-forwards recognized in those periods or years. Any such dividends will generally be included in the taxable income of an AXA Enterprise Fund’s shareholders. The sale of securities by an AXA Enterprise Fund prior to its Reorganization, whether in the ordinary course of business

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or in anticipation of the Reorganization, could increase the amount of the final distribution made by the AXA Enterprise Fund prior to its Reorganization.
      As a result of the Reorganization, each GST Fund will succeed to the tax attributes of the Corresponding AXA Enterprise Fund, except that the amount of capital loss carryforwards of an AXA Enterprise Fund that the Corresponding GST Fund may use to offset capital gains it recognizes after its Reorganization will be subject to an annual limitation under Sections 382 and 383 of the Code. In general, the limitation for each taxable year will equal the sum of (1) the product of the net asset value (“NAV”) of the AXA Enterprise Fund as of the Effective Time of the Reorganization (the “AXA Enterprise Fund’s NAV”) multiplied by the “long-term tax-exempt rate” (which is a market-based rate published by the IRS each month) for the month in which the Effective Time occurs plus (2) the amount of any net unrealized built-in gain of the AXA Enterprise Fund as of the Effective Time of the Reorganization that the GST Fund recognizes in any taxable year all or part of which is in the period through the fifth anniversary of the Reorganization (as long as the amount of net unrealized built-in gain is greater than the lesser of (i) 15% of the AXA Enterprise Fund’s NAV or (ii) $10,000,000). The annual limitation will be proportionately reduced for the portion of the GST Fund’s current taxable year after the Effective Time of the Reorganization and for any subsequent short taxable year.
      Certain GST Funds anticipate selling portions of the portfolio holdings received from AXA Enterprise Funds after the Reorganizations. The sale of these securities after the Reorganizations will result in those GST Funds recognizing gains and/or losses that they would not otherwise have realized were it not for the Reorganizations. If the net effect of these additional gains and/or losses is an increase in a GST Fund’s net short-term or long-term capital gain for the current calendar year and/or fiscal year, the amount of its taxable distributions to shareholders may likely be increased.
      Shareholders should consult their own tax advisers concerning the potential tax consequences of each Reorganization to them, including foreign, state and local tax consequences.
Comparison of Enterprise Multimanager Trust’s and GST’s Charter Documents
      Both Enterprise Multimanager Trust and GST are organized as Delaware statutory trusts. Their operations are governed by their respective Agreement and Declaration of Trust and By-laws and applicable Delaware law. The operations of both Enterprise Multimanager Trust and GST are also subject to the provisions of the 1940 Act, the rules and regulations of the SEC thereunder and applicable state securities laws. In general, the charter documents governing Enterprise Multimanager Trust are similar to those documents governing GST. The attributes of a share of beneficial interest of Enterprise Multimanager Trust and GST are also comparable. The following is only a summary of certain of the differences between Enterprise Multimanager Trust and its Agreement and Declaration of Trust (the “Enterprise Multimanager Trust Charter”), on the one hand, and GST and its Agreement and Declaration of Trust (the “GST Charter”), on the other. It is not a complete list of differences.
     Trustees of Enterprise Multimanager Trust and GST
      Subject to the provisions of the GST Charter, the operations of GST are supervised by GST’s Trustees and, subject to the provisions of the Enterprise Multimanager Trust Charter, the operations of Enterprise Multimanager Trust are supervised by Enterprise Multimanager Trust’s Trustees. The responsibilities, powers and fiduciary duties of the GST Trustees are substantially the same as those of the Enterprise Multimanager Trust Trustees. The GST Charter permits GST’s Board of Trustees to remove a Trustee with or without cause at any time by a written instrument signed by at least a majority of the then Trustees specifying the effective date of removal or by the vote of holders of shares of beneficial interest of two-thirds of the outstanding shares of GST at a meeting of the shareholders.
      The Enterprise Multimanager Trust Charter permits Enterprise Multimanager Trust Trustees to remove a Trustee with or without cause at any time by a written instrument signed by at least two-thirds of the other Trustees, specifying the effective date of removal, or by the vote of the holders of at least two-thirds of the outstanding shares of beneficial interest of Enterprise Multimanager Trust at a meeting of the shareholders.

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      Both the Enterprise Multimanager Trust Charter and GST Charter permit the Enterprise Multimanager Trust Trustees or the GST Trustees, as applicable, to amend the respective Charter documents without a shareholder vote. However, shareholders of the GST Trust have the right to vote on any amendment: (1) that would adversely affect the voting rights of shareholders; (2) that is required by law to be approved by shareholders; (3) that would amend the provisions of the GST Charter regarding amendments thereto; or (4) that the GST Trustees determine to submit to shareholders.
      Shareholders of Enterprise Multimanager Trust have the right to vote on any amendment: (1) that would affect the voting rights of shareholders granted in Article V of the Enterprise Multimanager Trust Charter; (2) that would amend the provisions of the Enterprise Multimanager Trust Charter regarding amendments to the Charter; (3) that is required by applicable law or by the Enterprise Multimanager Trust’s registration statement; or (4) that the Enterprise Multimanager Trust Trustees determine to submit to shareholders.
Liability and Indemnification of Enterprise Multimanager Trust Trustees and GST Trustees
      To protect the GST Trustees against certain liabilities, the GST Charter provides that if the GST Trustees have exercised reasonable care and have acted under reasonable belief that their actions are in the best interests of GST, the GST Trustees shall not be responsible or liable for any action or omission or for neglect or wrongdoing of them or any officer, agent, employee, investment adviser or independent contractor of GST; however, nothing in the GST Charter protects a GST Trustee against any liability to GST or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
      In addition, the GST Charter provides for indemnification of the GST Trustees, officers, employees and agents of GST unless the recipient is adjudicated: (1) to be liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office; or (2) not to have acted in good faith in the reasonable belief that such person’s actions were in the best interest of GST.
      The Enterprise Multimanager Trust Charter has similar liability and indemnification provisions.
     Shareholder Liability
      Under Delaware law, shareholders generally are not personally liable for the obligations of a Delaware statutory trust. A shareholder is entitled to the same limitation of liability extended to stockholders of private, for-profit corporations. Similar statutory or other authority, however, limiting shareholder liability does not exist in certain states. As a result, to the extent that Enterprise Multimanager Trust or GST or a shareholder of either is subject to the jurisdiction of courts in those states, the courts may not apply Delaware law, thereby subjecting the shareholder to liability. To guard against this risk, the Enterprise Multimanager Trust Charter and the GST Charter: (1) contain an express disclaimer of shareholder liability for acts or obligations of each of Enterprise Multimanager Trust and GST; and (2) provide for indemnification out of Enterprise Multimanager Trust’s and GST’s property, as applicable, for any shareholder held personally liable for the obligations of an applicable Fund. In addition, notice of disclaimer of shareholder liability will normally be given in each agreement, obligation, or instrument entered into or executed by a GST Fund, GST, an AXA Enterprise Fund and/or Enterprise Multimanager Trust. Thus, the risk of a shareholder incurring financial loss beyond his or her investment because of shareholder liability is limited to circumstances in which: (1) a court refuses to apply Delaware law; (2) no contractual limitation of liability is in effect; and (3) the applicable Fund is unable to meet its obligations to indemnify a shareholder. In light of Delaware law, the nature of Enterprise Multimanager Trust’s and GST’s businesses and the nature of their assets, Enterprise Multimanager Trust’s and GST’s respective Board of Trustees believes that the risk of personal liability to a shareholder is extremely remote.
Voting Rights of Shareholders of Enterprise Multimanager Trust and GST
      Neither Enterprise Multimanager Trust nor GST is required to hold annual meetings of shareholders and Enterprise Multimanager Trust and GST do not intend to hold such meetings. In the event that a meeting of shareholders is held, each share of GST will be entitled, as determined by the GST Trustees without the vote or

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consent of shareholders, either to one vote for each share or to one vote for each dollar of net asset value represented by such shares on all matters presented to shareholders including the election of GST Trustees (this method of voting being referred to as “dollar based voting”). However, to the extent required by the 1940 Act or otherwise determined by the GST Trustees, series and classes of GST will vote separately from each other. Shareholders of GST do not have cumulative voting rights in the election of Trustees. Meetings of shareholders of GST, or any series or class thereof, may be called by the GST Trustees, certain officers or upon the written request of holders of 10% or more of the shares entitled to vote at such meetings. The GST Trustees will call a special meeting of shareholders for the purpose of electing Trustees if, at any time, less than a majority of Trustees holding office at the time were elected by shareholders. The GST Charter provides that the shareholders have the power to vote only with respect to: (1) the election of GST Trustees to the extent and as provided therein; (2) the removal of GST Trustees as provided therein; (3) any matter required to be approved by the shareholders under the 1940 Act; (4) the termination of GST under certain circumstances as provided therein; (5) certain amendments of the GST Charter; and (6) with respect to such additional matters relating to GST as may be required or authorized by law, the GST Charter or the GST By-laws or any registration of GST with the SEC or any state, or as the GST Trustees may consider desirable.
      Similarly, a shareholder meeting may be called by the Enterprise Multimanager Trust Trustees for the purpose of electing Enterprise Multimanager Trust Trustees, for such other purposes as may be prescribed by law, the Enterprise Multimanager Trust Charter or the By-laws or for any other matter deemed by the Enterprise Multimanager Trust Trustees to be necessary or desirable. The Enterprise Multimanager Trust Charter provides that its shareholders shall have the power to vote only: (1) for the election of Enterprise Multimanager Trust Trustees to the extent and as provided therein; (2) the removal of Enterprise Multimanager Trust Trustees to the extent and as provided therein; (3) the termination of Enterprise Multimanager Trust to the extent and as provided therein; (4) the amendments of the Enterprise Multimanager Trust Charter to the extent and as provided therein; and (5) such additional matters relating to Enterprise Multimanager Trust as may be required or authorized by law, the Enterprise Multimanager Trust Charter, or the By-laws or any registration of the Enterprise Multimanager Trust with the SEC or any state, or as the Enterprise Multimanager Trust Trustees may consider desirable. The shareholder of record of such share is entitled to one vote for each full share and a fractional vote for each fractional share. Shareholders are not entitled to cumulative voting in the election of Enterprise Multimanager Trust Trustees or on any other matter.
      Except when a larger vote is required by law, both the Enterprise Multimanager Trust Charter and GST Charter require the holders of one-third of the shares entitled to vote to establish a quorum for the transaction of business at a meeting of shareholders. In addition, both the Enterprise Multimanager Trust Charter and GST Charter provide that, except when a larger vote is required by law, by the respective GST Charter or Enterprise Multimanager Trust Charter, or by the respective By-laws of GST or Enterprise Multimanager Trust, the holders of shares representing a majority of votes present and entitled to be cast at a shareholders’ meeting in person or by proxy on the matter shall decide that matter except that a plurality of votes cast shall elect a Trustee.
     Termination of Enterprise Multimanager Trust/ GST and its Series or Classes
      The GST Charter permits the termination of GST or any series or class of GST: (1) by a majority of the affected shareholders at a meeting of shareholders of GST, series or class; or (2) by a majority of the GST Trustees without shareholder approval if the GST Trustees determine, in their sole discretion, that such action is in the best interest of GST, such series, such class or their shareholders.
      Similarly, the Enterprise Multimanager Trust Charter provides that Enterprise Multimanager Trust may be terminated at any time by: (1) a vote of a majority of the shares of each series entitled to vote, voting separately by series; or (2) by the Enterprise Multimanager Trust Trustees by written notice to the shareholders. Any series or class may be terminated at any time by: (1) a vote of a majority of the shares of such series or class entitled to vote; or (2) by the Enterprise Multimanager Trust Trustees by written notice to the shareholders of such series or class.

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ADDITIONAL INFORMATION ABOUT THE AXA ENTERPRISE FUNDS AND GST FUNDS
Investment Advisers and Advisory Fee Information
      The GST Funds are managed on a day-to-day basis by GSAM and GSAM will continue to manage the GST Funds after the Reorganization. As of December 31, 2006, GSAM had assets under management of approximately $ billion.
      AXA Equitable, through its AXA Funds Management Group unit, currently serves as investment adviser to each AXA Enterprise Fund of the Enterprise Multimanager Trust. In addition, sub-advisers have been hired to manage the investments of certain AXA Enterprise Funds as discussed earlier in this Proxy/Prospectus. AXA Equitable pays the sub-advisers out of the advisory fees that it earns from the AXA Enterprise Funds.
      The following table shows the contractual investment advisory fees including the fee ratios after any fee waivers for each AXA Enterprise Fund and its Corresponding GST Fund. The fees for the AXA Enterprise Funds are based on actual expenses for the twelve months ended October 31, 2006. The fees for the GST Funds represent the pro forma annualized advisory fees before and after waivers based upon fee arrangements that will be in place upon consummation of the Reorganization. None of the funds are large enough to have reached a breakpoint.
                     
    Advisory Fees       Advisory Fees
    Before/After       Before/After
Enterprise Multimanager Trust*   Waivers   Corresponding GST Fund   Waivers
             
Multimanager Core Equity Fund Advisory Fee
     1.000%/0.00% 1  
Goldman Sachs Structured U.S. Equity Fund
     0.65%/0.51% 2
Multimanager Growth Fund Advisory Fee
     1.000%/0.00% 1  
Goldman Sachs Structured Large Cap Growth Fund
     0.65%/0.51% 2
Multimanager Mid Cap Growth Fund Advisory Fee
     1.200%/0.00% 1  
Goldman Sachs Growth Opportunities Fund
     1.00%/1.00% 2
Multimanager Mid Cap Value Fund Advisory Fee
     1.200%/0.00% 1  
Goldman Sachs Mid Cap Value Fund
     0.71%/0.71% 2
Multimanager Value Fund Advisory Fee
     1.000%/0.26% 1  
Goldman Sachs Structured Large Cap Value Fund.
     0.60%/0.51% 2
Multimanager International Equity Fund Advisory Fee
     1.150%/0.40% 1  
Goldman Sachs Structured International Equity Fund
     0.85%/0.81% 2
Multimanager Technology Fund Advisory Fee
     1.300%/0.01% 1  
Goldman Sachs Tollkeeper Fund
     1.00%/1.00% 2
Multimanager Core Bond Fund Advisory Fee
     0.700%/0.01% 1  
Goldman Sachs Core Plus Fixed Income Fund
     0.45%/0.45% 2
Aggressive Allocation Fund Advisory Fee
     0.200%/0.00%    
Goldman Sachs Equity Growth Strategy Portfolio
     0.15%/0.15% 3
Conservative Allocation Fund Advisory Fee
     0.200%/0.00%    
Goldman Sachs Balanced Strategy Portfolio
     0.15%/0.15% 3
Moderate Allocation Fund Advisory Fee
     0.200%/0.00%    
Goldman Sachs Growth and Income Strategy Portfolio
     0.15%/0.15% 3
Moderate-Plus Allocation Fund Advisory Fee
     0.200%/0.00%    
Goldman Sachs Growth Strategy Portfolio
     0.15%/0.15% 3
 
* Includes Sub-Advisory Fee
 
1 AXA Equitable has entered into agreements with the Enterprise Multimanager Trust establishing a contractual management fee rate. The agreements imposed breakpoints on the management fees and reduce the management fees for

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certain of the AXA Enterprise Funds to annual rates equal to the following percentages of the average daily net assets of the AXA Enterprise Funds as follows:

                     
AXA Enterprise Fund   First $1 billion   Next $1 billion   Next $3 billion   Next $5 billion   Thereafter
                     
Multimanager Core Equity Fund
   1.000%   0.950%   0.925%   0.900%   0.875%
Multimanager Growth Fund
   1.000%   0.950%   0.925%   0.900%   0.875%
Multimanager Mid Cap Growth Fund
   1.200%   1.150%   1.125%   1.100%   1.075%
Multimanager Mid Cap Value Fund
   1.200%   1.150%   1.125%   1.100%   1.075%
Multimanager Value Fund
   1.000%   0.950%   0.925%   0.900%   0.875%
Multimanager International Equity Fund
   1.150%   1.100%   1.075%   1.050%   1.025%
Multimanager Technology Fund
   1.300%   1.250%   1.225%   1.200%   1.175%
                     
AXA Enterprise Fund   First $1.5 billion   Next $1 billion   Next $1 billion   Next $2.5 billion   Thereafter
                     
Multimanager Core Bond Fund
   0.700%   0.675%   0.650%   0.625%   0.600%
2  GSAM has implemented voluntary fee reductions with GST for certain GST Funds. The breakpoints listed below have been contractual for: the Structured U.S. Equity, Structured Large Cap Growth, Growth Opportunities, Mid Cap Value, Structured Large Cap Value and Structured International Equity Funds since December 29, 2005; the Tollkeeper Fund since April 28, 2006; and the Core Plus Fixed Income Fund since October     , 2006. The fee reduction commitments imposed breakpoints on the management fees and reduce the management fees for certain GST Funds to annual rates equal to the following percentages of the average daily net assets of the GST Funds:
             
        Over $1 billion    
GST Fund   First $1 billion   up to $2 billion   Over $2 billion
             
Structured U.S. Equity Fund
   0.65%   0.59%   0.56%
Structured Large Cap Growth Fund
   0.65%   0.59%   0.56%
Structured Large Cap Value Fund
   0.60%   0.54%   0.51%
Structured International Equity Fund
   0.85%   0.77%   0.73%
Tollkeeper Fund
   1.00%   0.90%   0.86%
Core Plus Fixed Income Fund
   0.45%   0.35%   0.30%
         
    First $2 billion   Over $2 billion
         
Growth Opportunities Fund
   1.00%   0.90%
Mid Cap Value Fund
   0.75%   0.68%
In addition, GSAM has voluntarily agreed not to impose a portion of the management fee for certain GST Funds. These fee waivers may be terminated at any time at the option of GSAM. As a result of fee waivers, the current management fees of these GST Funds as a percentage of average daily net assets are as follows:
     
GST Fund   Management Fee
     
Structured U.S. Equity Fund
   0.51%
Structured Large Cap Growth Fund
   0.51%
Structured Large Cap Value Fund
   0.51%
Structured International Equity Fund
   0.81%
3  Effective April 29, 2005, GSAM entered into a fee reduction commitment with GST with respect to the GST Asset Allocation Funds. The commitment permanently reduced the management fee for each GST Asset Allocation Fund to an annual ratio of 0.15% of the average daily net assets of each such Fund.

187

 

Other Service Providers
      Enterprise Multimanager Trust and GST have different service providers. Upon completion of the Reorganization, GST will continue to engage its existing service providers. In all cases, the types of services provided to Enterprise Multimanager Trust and GST under the service arrangements are substantially similar.
         
    Enterprise Multimanager Trust   GST
         
Distributor
   Enterprise Fund Distributors, Inc.   Goldman, Sachs & Co.
Administrator
   AXA Equitable*   GSAM**
Transfer Agent and Dividend Disbursing Agent
    
Boston Financial Data Services, Inc.		   Goldman, Sachs & Co.
Custodian
   JPMorgan Chase Bank   JPMorgan Chase Bank
(Tollkeeper Fund)
State Street Bank & Trust Company
(All other GST Funds)
Independent Registered Public Accounting Firm
    
PricewaterhouseCoopers LLP		    
PricewaterhouseCoopers LLP
 
* AXA Equitable provides administrative services to Enterprise Multimanager Trust pursuant to a fund services agreement.
 
** GSAM provides administrative services to GST Funds as part of its advisory services for the GST Funds.
Administration Arrangements
      GSAM provides various administrative, accounting and corporate secretarial services to the GST Funds. GSAM performs these administrative services for the GST Funds under its Management Agreements with the GST Funds.
      AXA Equitable serves as administrator to Enterprise Multimanager Trust. The administrator assists in each AXA Enterprise Fund’s administration and operation including, but not limited to, coordination of Enterprise Multimanager Trust’s audit, financial statements and tax returns, expense management and budgeting, legal administrative services and compliance monitoring, portfolio accounting services (including daily net asset value accounting), operational risk management, and oversight of the portfolio accounting services (including daily net asset value accounting), operational risk management, and oversight of Enterprise Multimanager Trust’s proxy voting policies and procedures and anti-money laundering program. AXA Equitable receives a fee for its administrative services, in addition to the management fee, computed daily and payable monthly, at an annual rate of 0.15% of Enterprise Multimanager Trust’s total average net assets plus $35,000 per AXA Enterprise Fund and an additional $35,000 for each portion of an AXA Enterprise Fund for which separate administrative services are provided (e.g., portions of an AXA Enterprise Fund allocated to separate sub-advisers and/or managed in a discrete style).
      J.P. Morgan Investor Services Co. serves as sub-administrator to Enterprise Multimanager Trust. The sub-administrator provides Enterprise Multimanager Trust with certain administrative services, including, but not limited to, monitoring of fund compliance and fund accounting services.
Shareholder Transactions and Services of AXA Enterprise Funds and GST Funds
      Information concerning applicable sales charges, distribution-related and shareholder servicing-related fees, and purchase, redemption and exchange procedures for the AXA Enterprise Funds and the GST Funds is provided above. Additional information concerning these matters as well as information regarding how each Fund’s net asset value is determined and the dividend and distribution policies for the Funds, is summarized in Appendix E and is described in detail in each Fund’s prospectus.

188

 

Financial Highlights
      The following financial highlights tables are intended to help you understand each GST Fund’s financial performance for the past five years. Certain information reflects financial results for a single GST Fund share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in a GST Fund (assuming reinvestment of all dividends and distributions). The information for the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Structured International Equity Fund and Goldman Sachs Tollkeeper Fund has been audited by PricewaterhouseCoopers LLP. The information for the Goldman Sachs Equity Growth Strategy Portfolio, Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio and Goldman Sachs Growth Strategy Portfolio has been audited by Ernst & Young LLP. PricewaterhouseCoopers LLP’s and Ernst & Young LLP’s reports along with such GST Fund’s financial statements, are included in each GST Fund’s annual report, which are available upon request without charge. The financial highlights for the six months ended June 30, 2006 with respect to certain GST Funds are unaudited. No financial highlights tables are presented for the Goldman Sachs Core Plus Fixed Income Fund because this GST Fund did not commence operations until November 1, 2006.

189

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Structured U.S. Equity Fund
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,
2006 - A
   $29.13     $0.24     $2.53   $2.77   $(0.11)
2006 - B
   27.52     — (d)   2.40   2.40   —
2006 - C
   27.39     0.01     2.38   2.39   —
2006 - Institutional
   29.72     0.38     2.56   2.94   (0.18)
 
2005 - A
   25.81     0.26 (c)   3.28   3.54   (0.22)
2005 - B
   24.39     0.05 (c)   3.09   3.14   (0.01)
2005 - C
   24.30     0.05 (c)   3.07   3.12   (0.03)
2005 - Institutional
   26.32     0.36 (c)   3.37   3.73   (0.33)
 
2004 - A
   22.57     0.11     3.20   3.31   (0.07)
2004 - B
   21.42     (0.08)     3.05   2.97   —
2004 - C
   21.34     (0.08)     3.04   2.96   —
2004 - Institutional
   23.00     0.21     3.27   3.48   (0.16)
 
2003 - A
   20.18     0.09     2.31   2.40   (0.01)
2003 - B
   19.28     (0.06)     2.20   2.14   —
2003 - C
   19.20     (0.06)     2.20   2.14   —
2003 - Institutional
   20.57     0.17     2.37   2.54   (0.11)
 
2002 - A
   24.30     0.04     (4.16)   (4.12)   —
2002 - B
   23.39     (0.13)     (3.98)   (4.11)   —
2002 - C
   23.29     (0.12)     (3.97)   (4.09)   —
2002 - Institutional
   24.68     0.14     (4.25)   (4.11)   —
(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 $0.10 per share and .03% of average net assets.
(d) Amount is less than $0.005.

190

 

                                                                 
                        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
                                 
    $ 31.79       9.51 %   $ 611,999       0.99 %     0.79 %     1.15 %     0.64 %     129 %
      29.92       8.72       78,110       1.75       0.01       1.90       (0.13 )     129  
      29.78       8.73       36,628       1.75       0.03       1.90       (0.12 )     129  
      32.48       9.97       644,250       0.59       1.22       0.75       1.06       129  
 
      29.13       13.75       477,204       1.09       0.93 (c)     1.19       0.83 (c)     142  
      27.52       12.87       108,595       1.84       0.19 (c)     1.94       0.09 (c)     142  
      27.39       12.86       38,380       1.84       0.20 (c)     1.94       0.10 (c)     142  
      29.72       14.16       269,545       0.69       1.23 (c)     0.79       1.13 (c)     142  
 
      25.81       14.71       398,346       1.13       0.43       1.25       0.31       112  
      24.39       13.87       115,492       1.88       (0.32 )     2.00       (0.44 )     112  
      24.30       13.87       38,656       1.88       (0.32 )     2.00       (0.44 )     112  
      26.32       15.18       140,587       0.73       0.83       0.85       0.71       112  
 
      22.57       11.90       351,673       1.15       0.44       1.26       0.33       74  
      21.42       11.10       118,993       1.90       (0.31 )     2.01       (0.42 )     74  
      21.34       11.15       36,546       1.90       (0.31 )     2.01       (0.42 )     74  
      23.00       12.40       131,457       0.75       0.84       0.86       0.73       74  
 
      20.18       (16.95 )     340,934       1.14       0.19       1.24       0.09       74  
      19.28       (17.57 )     125,243       1.89       (0.57 )     1.99       (0.67 )     74  
      19.20       (17.56 )     36,223       1.89       (0.56 )     1.99       (0.66 )     74  
      20.57       (16.65 )     163,439       0.74       0.59       0.84       0.49       74  

191

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Structured Large Cap Growth Fund
Selected Data for a Share Outstanding Throughout Each Year
                                                         
        Income (Loss) from   Distributions to
        Investment Operations   Shareholders
             
    Net Asset   Net            
    Value,   Investment   Net Realized   Total from   From Net   From Net    
    Beginning   Income   and Unrealized   Investment   Investment   Realized   Total
Year - Share Class   of Year   (Loss)(a)   Gain (Loss)   Operations   Income   Gains   Distributions
                             
For the Years Ended August 31,
2006 - A
   $ 12.55     $ 0.04     $ 0.61     $ 0.65     $ — (f)   $ —     $ — (f)
2006 - B
     11.81       (0.06 )     0.58       0.52       —       —       —  
2006 - C
     11.81       (0.06 )     0.59       0.53       —       —       —  
2006 - Institutional
     12.89       0.09       0.64       0.73       (0.04 )     —       (0.04 )
 
2005 - A
     11.13       0.04 (c)     1.38 (d)     1.42       —       —       —  
2005 - B
     10.55       (0.04 )(c)     1.30 (d)     1.26       —       —       —  
2005 - C
     10.55       (0.04 )(c)     1.30 (d)     1.26       —       —       —  
2005 - Institutional
     11.38       0.08 (c)     1.43 (d)     1.51       —       —       —  
 
2004 - A
     10.33       (0.01 )     0.81       0.80       —       —       —  
2004 - B
     9.87       (0.09 )     0.77       0.68       —       —       —  
2004 - C
     9.87       (0.09 )     0.77       0.68       —       —       —  
2004 - Institutional
     10.52       0.03       0.83       0.86       —       —       —  
 
2003 - A
     9.06       (0.01 )     1.28       1.27       —       —       —  
2003 - B
     8.72       (0.07 )     1.22       1.15       —       —       —  
2003 - C
     8.72       (0.07 )     1.22       1.15       —       —       —  
2003 - Institutional
     9.19       0.03       1.30       1.33       —       —       —  
 
2002 - A
     11.51       (0.03 )     (2.38 )     (2.41 )     —       (0.04 )     (0.04 )
2002 - B
     11.16       (0.11 )     (2.29 )     (2.40 )     —       (0.04 )     (0.04 )
2002 - C
     11.17       (0.11 )     (2.30 )     (2.41 )     —       (0.04 )     (0.04 )
2002 - Institutional
     11.63       0.01       (2.41 )     (2.40 )     —       (0.04 )     (0.04 )
(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 $0.03 per share and 0.30% of average net assets.
(d) Reflects an increase of $0.01 due to payments by affiliates during the period to reimburse certain security claims.
(e) Performance has not been restated to reflect the impact of security claims recorded during the period. If restated, the performance would have been 12.67%, 11.85%, 11.85% and 13.18% for Class A, Class B, Class C and Institutional Shares, respectively.
(f) Amount is less than $0.005 per share.

192

 

                                                                 
                        Ratios Assuming No    
                        Expense Reductions    
                             
                    Ratio of       Ratio of    
            Net Assets   Ratio of   Net Investment   Ratio of   Net Investment    
    Net Asset       at 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
                                 
    $ 13.20       5.21 %   $ 310,386       1.00 %     0.28 %     1.16 %     0.12 %     111 %
      12.33       4.40       41,947       1.76       (0.52 )     1.91       (0.67 )     111  
      12.34       4.49       22,811       1.76       (0.52 )     1.91       (0.67 )     111  
      13.58       5.66       488,448       0.60       0.69       0.76       0.53       111  
 
      12.55       12.76 (e)     166,792       1.11       0.37 (c)     1.24       0.24 (c)     146  
      11.81       11.94 (e)     65,545       1.86       (0.32 ) (c)     1.99       (0.45 )(c)     146  
      11.81       11.94 (e)     29,672       1.86       (0.32 ) (c)     1.99       (0.45 )(c)     146  
      12.89       13.27 (e)     263,906       0.71       0.65 (c)     0.84       0.52 (c)     146  
 
      11.13       7.74       120,872       1.15       (0.10 )     1.29       (0.24 )     149  
      10.55       6.89       78,810       1.90       (0.85 )     2.04       (0.99 )     149  
      10.55       6.89       32,901       1.90       (0.85 )     2.04       (0.99 )     149  
      11.38       8.17       109,353       0.75       0.31       0.89       0.17       149  
 
      10.33       14.02       127,317       1.18       (0.07 )     1.31       (0.20 )     119  
      9.87       13.19       91,084       1.93       (0.82 )     2.06       (0.95 )     119  
      9.87       13.19       36,553       1.93       (0.82 )     2.06       (0.95 )     119  
      10.52       14.47       114,524       0.78       0.33       0.91       0.20       119  
 
      9.06       (21.04 )     139,593       1.17       (0.32 )     1.27       (0.42 )     113  
      8.72       (21.61 )     99,959       1.92       (1.06 )     2.02       (1.16 )     113  
      8.72       (21.68 )     41,627       1.92       (1.07 )     2.02       (1.17 )     113  
      9.19       (20.74 )     131,590       0.77       0.08       0.87       (0.02 )     113  

193

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Growth Opportunities Fund
Selected Data for a Share Outstanding Throughout Each Year
                                         
            Distributions
        Income (Loss) from Investment Operations   to Shareholders
    Net Asset        
    Value,   Net   Net Realized   Total from   From Net
    Beginning   Investment   and Unrealized   Investment   Realized
Year - Share Class   of Year   Loss(a)   Gain (Loss)   Operations   Gains
                     
For the Years Ended August 31,                                
2006 - A
   $ 22.21     $ (0.19 )   $ (0.09 )   $ (0.28 )   $ (1.12 )
2006 - B
     21.33       (0.34 )     (0.07 )     (0.41 )     (1.12 )
2006 - C
     21.19       (0.34 )     (0.07 )     (0.41 )     (1.12 )
2006 - Institutional
     22.77       (0.11 )     (0.09 )     (0.20 )     (1.12 )
 
2005 - A
     18.58       (0.20 )(c)     3.83       3.63       —  
2005 - B
     17.98       (0.34 )(c)     3.69       3.35       —  
2005 - C
     17.86       (0.34 )(c)     3.67       3.33       —  
2005 - Institutional
     18.97       (0.12 )(c)     3.92       3.80       —  
 
2004 - A
     17.38       (0.15 )     1.35       1.20       —  
2004 - B
     16.94       (0.28 )     1.32       1.04       —  
2004 - C
     16.83       (0.28 )     1.31       1.03       —  
2004 - Institutional
     17.67       (0.08 )     1.38       1.30       —  
 
2003 - A
     14.09       (0.12 )     3.41       3.29       —  
2003 - B
     13.84       (0.22 )     3.32       3.10       —  
2003 - C
     13.74       (0.22 )     3.31       3.09       —  
2003 - Institutional
     14.27       (0.06 )     3.46       3.40       —  
 
2002 - A
     18.11       (0.15 )     (3.87 )     (4.02 )     —  
2002 - B
     17.92       (0.27 )     (3.81 )     (4.08 )     —  
2002 - C
     17.80       (0.27 )     (3.79 )     (4.06 )     —  
2002 - Institutional
     18.26       (0.08 )     (3.91 )     (3.99 )     —  
(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 special dividends which amounted to $0.01 per share and 0.03% of average net assets.

194

 

                                                                 
                        Ratios Assuming No Expense    
                        Reductions    
                             
                Ratio of Net   Ratio of Net   Ratio of Total   Ratio of Net    
            Net Assets,   Expenses to   Investment Loss   Expenses to   Investment Loss    
    Net Asset Value,   Total   End of Year   Average   to Average   Average   to Average   Portfolio
    End of Year   Return(b)   (in 000s)   Net Assets   Net Assets   Net Assets   Net Assets   Turnover Rate
                                 
 
    $ 20.81       (1.46 )%   $ 908,135       1.47 %     (0.89 )%     1.47 %     (0.89 )%     82 %
      19.80       (2.16 )     69,240       2.22       (1.64 )     2.22       (1.64 )     82  
      19.66       (2.17 )     113,383       2.22       (1.64 )     2.22       (1.64 )     82  
      21.45       (1.06 )     771,166       1.07       (0.49 )     1.07       (0.49 )     82  
 
      22.21       19.54       936,312       1.49       (0.94 )(c)     1.49       (0.94 )(c)     62  
      21.33       18.63       91,286       2.24       (1.69 )(c)     2.24       (1.69 )(c)     62  
      21.19       18.65       112,420       2.24       (1.69 )(c)     2.24       (1.69 )(c)     62  
      22.77       20.03       739,739       1.09       (0.54 )(c)     1.09       (0.54 )(c)     62  
 
      18.58       6.90       615,510       1.49       (0.80 )     1.49       (0.80 )     51  
      17.98       6.14       85,969       2.24       (1.55 )     2.24       (1.55 )     51  
      17.86       6.12       69,067       2.24       (1.55 )     2.24       (1.55 )     51  
      18.97       7.36       290,601       1.09       (0.40 )     1.09       (0.40 )     51  
 
      17.38       23.35       441,187       1.53       (0.80 )     1.53       (0.80 )     66  
      16.94       22.40       85,601       2.28       (1.56 )     2.28       (1.56 )     66  
      16.83       22.49       63,358       2.28       (1.56 )     2.28       (1.56 )     66  
      17.67       23.83       189,498       1.13       (0.41 )     1.13       (0.41 )     66  
 
      14.09       (22.20 )     368,361       1.51       (0.87 )     1.51       (0.87 )     69  
      13.84       (22.77 )     68,639       2.26       (1.62 )     2.26       (1.62 )     69  
      13.74       (22.81 )     47,581       2.26       (1.62 )     2.26       (1.62 )     69  
      14.27       (21.89 )     134,954       1.11       (0.47 )     1.11       (0.47 )     69  

195

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Mid Cap Value Fund
Selected Data for a Share Outstanding Throughout Each Year
                                                         
        Income (Loss) from Investment Operations   Distributions to Shareholders
             
    Net Asset   Net        
    Value,   Investment   Net Realized   Total from   From Net   From Net    
    Beginning   Income   and Unrealized   Investment   Investment   Realized   Total
Year - Share Class   of Year   (Loss)(a)   Gain   Operations   Income   Gains   Distributions
                             
For the Years Ended August 31,                                                
2006 - A
   $ 36.88     $ 0.18     $ 2.30     $ 2.48     $ (0.13 )   $ (2.39 )   $ (2.52 )
2006 - B
     35.96       (0.09 )     2.25       2.16       —       (2.39 )     (2.39 )
2006 - C
     35.76       (0.09 )     2.24       2.15       —       (2.39 )     (2.39 )
2006 - Institutional
     37.17       0.33       2.32       2.65       (0.25 )     (2.39 )     (2.64 )
 
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 )
 
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 )
 
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 )
 
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 )
(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.

196

 

                                                                 
                        Ratios Assuming No Expense    
                        Reductions    
                             
                    Ratio of Net       Ratio of Net    
                Ratio of Net   Investment   Ratio of Total   Investment    
            Net Assets,   Expenses to   Income (Loss)   Expenses to   Income (Loss)   Portfolio
    Net Asset Value,   Total   End of Year   Average   to Average   Average Net   to Average   Turnover
    End of Year   Return(b)   (in 000s)   Net Assets   Net Assets   Assets   Net Assets   Rate
                                 
    $ 36.84       7.14 %     $3,434,753       1.17 %     0.51 %     1.19 %     0.49 %     49 %
      35.73       6.34       206,336       1.92       (0.25 )     1.94       (0.27 )     49  
      35.52       6.35       353,614       1.92       (0.25 )     1.94       (0.27 )     49  
      37.18       7.58       1,837,408       0.77       0.91       0.79       0.90       49  
 
      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  
 
      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  
 
      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  
 
      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  

197

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Structured Large Cap Value Fund
Selected Data for a Share Outstanding Throughout Each Year
                                                         
        Income (Loss) from   Distributions
        Investment Operations   to Shareholders
             
    Net Asset   Net           From    
    Value,   Investment   Net Realized   Total from   From Net   Net    
    Beginning   Income   and Unrealized   Investment   Investment   Realized   Total
Year - Share Class   of Year   (Loss)(a)   Gain (Loss)   Operations   Income   Gains   Distributions
                             
For the Years Ended August 31,
2006 - A
   $ 12.69     $ 0.17     $ 1.51     $ 1.68     $ (0.14 )   $ (0.24 )   $ (0.38 )
2006 - B
     12.59       0.07       1.49       1.56       (0.03 )     (0.24 )     (0.27 )
2006 - C
     12.60       0.07       1.50       1.57       (0.03 )     (0.24 )     (0.27 )
2006 - Institutional
     12.69       0.23       1.50       1.73       (0.18 )     (0.24 )     (0.42 )
 
2005 - A
     11.15       0.12       1.76       1.88       (0.09 )     (0.25 )     (0.34 )
2005 - B
     11.06       0.03       1.76       1.79       (0.01 )     (0.25 )     (0.26 )
2005 - C
     11.07       0.03       1.76       1.79       (0.01 )     (0.25 )     (0.26 )
2005 - Institutional
     11.14       0.17       1.77       1.94       (0.14 )     (0.25 )     (0.39 )
 
2004 - A
     9.48       0.04       1.75       1.79       (0.12 )     —       (0.12 )
2004 - B
     9.40       (0.04 )     1.74       1.70       (0.04 )     —       (0.04 )
2004 - C
     9.42       (0.04 )     1.73       1.69       (0.04 )     —       (0.04 )
2004 - Institutional
     9.47       0.09       1.74       1.83       (0.16 )     —       (0.16 )
 
2003 - A
     8.74       0.10       0.74       0.84       (0.10 )     —       (0.10 )
2003 - B
     8.67       0.03       0.73       0.76       (0.03 )     —       (0.03 )
2003 - C
     8.68       0.03       0.74       0.77       (0.03 )     —       (0.03 )
2003 - Institutional
     8.74       0.13       0.73       0.86       (0.13 )     —       (0.13 )
 
2002 - A
     10.31       0.07       (1.57 )     (1.50 )     (0.07 )     —       (0.07 )
2002 - B
     10.24       — (c)     (1.56 )     (1.56 )     (0.01 )     —       (0.01 )
2002 - C
     10.25       — (c)     (1.56 )     (1.56 )     (0.01 )     —       (0.01 )
2002 - Institutional
     10.31       0.11       (1.57 )     (1.46 )     (0.11 )     —       (0.11 )
(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 returns could be reduced if sales or redemption charges 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) Amount is less than 0.005% per share.

198

 

                                                                 
                        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 to   Total Expenses   Income (Loss)   Portfolio
    Value, End   Total   Year   to Average   Average   to Average   to Average   Turnover
    of Year   Return(b)   (in 000s)   Net Assets   Net Assets   Net Assets   Net Assets   Rate
                                 
    $ 13.99       13.43 %   $ 438,245       0.99 %     1.31 %     1.10 %     1.20 %     127 %
      13.88       12.56       19,200       1.75       0.49       1.84       0.40       127  
      13.90       12.66       22,768       1.75       0.51       1.84       0.41       127  
      14.00       13.92       715,191       0.59       1.69       0.69       1.59       127  
 
      12.69       17.13       186,441       1.10       0.99       1.14       0.95       132  
      12.59       16.32       20,479       1.85       0.22       1.89       0.18       132  
      12.60       16.32       20,666       1.85       0.22       1.89       0.18       132  
      12.69       17.69       384,875       0.70       1.39       0.74       1.35       132  
 
      11.15       18.93       100,374       1.10       0.95       1.15       0.90       154  
      11.06       18.09       19,819       1.85       0.19       1.90       0.14       154  
      11.07       17.97       17,027       1.85       0.19       1.90       0.14       154  
      11.14       19.41       194,541       0.70       1.36       0.75       1.31       154  
 
      9.48       9.70       79,866       1.11       1.13       1.22       1.02       102  
      9.40       8.83       18,077       1.86       0.38       1.97       0.27       102  
      9.42       8.95       13,798       1.86       0.37       1.97       0.26       102  
      9.47       10.03       145,059       0.71       1.52       0.82       1.41       102  
 
      8.74       (14.61 )     76,472       1.11       0.76       1.20       0.67       112  
      8.67       (15.28 )     18,828       1.86       0.00 (d)     1.95       (0.09 )     112  
      8.68       (15.26 )     12,533       1.86       0.01       1.95       (0.08 )     112  
      8.74       (14.25 )     108,613       0.71       1.15       0.80       1.06       112  

199

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Structured International Equity Fund
Selected Data for a Share Outstanding Throughout Each Year
                                                         
        Income (Loss) from   Distributions
        Investment Operations   to Shareholders
             
    Net Asset   Net           From    
    Value,   Investment   Net Realized   Total from   From Net   Net    
    Beginning   Income   and Unrealized   Investment   Investment   Realized   Total
Year - Share Class   of Year   (Loss)(a)   Gain (Loss)   Operations   Income   Gains   Distributions
                             
For the Years Ended August 31,
2006 - A
   $ 11.70     $ 0.21     $ 2.57     $ 2.78     $ (0.11 )   $ (0.08 )   $ (0.19 )
2006 - B
     11.53       0.08       2.57       2.65       (0.01 )     (0.08 )     (0.09 )
2006 - C
     11.54       0.09       2.56       2.65       (0.02 )     (0.08 )     (0.10 )
2006 - Institutional
     11.93       0.27       2.61       2.88       (0.14 )     (0.08 )     (0.22 )
 
2005 - A
     9.49       0.18       2.10       2.28       (0.07 )     —       (0.07 )
2005 - B
     9.37       0.08       2.08       2.16       —       —       —  
2005 - C
     9.37       0.08       2.09       2.17       —       —       —  
2005 - Institutional
     9.68       0.22       2.14       2.36       (0.11 )     —       (0.11 )
 
2004 - A
     7.66       0.10       1.80       1.90       (0.07 )     —       (0.07 )
2004 - B
     7.56       0.04       1.80       1.84       (0.03 )     —       (0.03 )
2004 - C
     7.56       0.04       1.79       1.83       (0.02 )     —       (0.02 )
2004 - Institutional
     7.80       0.15       1.84       1.99       (0.11 )     —       (0.11 )
 
2003 - A
     7.35       0.08       0.28       0.36       (0.05 )     —       (0.05 )
2003 - B
     7.24       0.04       0.28       0.32       — (c)     —       — (c)
2003 - C
     7.25       0.04       0.28       0.32       (0.01 )     —       (0.01 )
2003 - Institutional
     7.49       0.12       0.29       0.41       (0.10 )     —       (0.10 )
 
2002 - A
     8.38       0.03       (1.06 )     (1.03 )     —       —       —  
2002 - B
     8.29       (0.01 )     (1.04 )     (1.05 )     —       —       —  
2002 - C
     8.30       (0.01 )     (1.04 )     (1.05 )     —       —       —  
2002 - Institutional
     8.50       0.08       (1.07 )     (0.99 )     (0.02 )     —       (0.02 )
(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.

200

 

                                                                 
                        Ratios Assuming No    
                        Expense Reductions    
                             
                    Ratio of   Ratio of   Ratio of    
            Net Assets,   Ratio of   Net Investment   Total   Net Investment    
    Net Asset       End of   Net Expenses   Income to   Expenses   Income (Loss)   Portfolio
    Value, End   Total   Year   to Average   Average   to Average   to Average   Turnover
    of Year   Return(b)   (in 000s)   Net Assets   Net Assets   Net Assets   Net Assets   Rate
                                 
    $ 14.29       24.02 %   $ 739,861       1.26 %     1.63 %     1.35 %     1.54 %     59 %
      14.09       23.18       10,306       2.02       0.64       2.11       0.55       59  
      14.09       23.10       7,110       2.02       0.67       2.11       0.58       59  
      14.59       24.52       1,661,909       0.86       2.01       0.95       1.92       59  
 
      11.70       24.12       293,591       1.39       1.64       1.40       1.63       73  
      11.53       23.05       8,075       2.14       0.75       2.15       0.74       73  
      11.54       23.16       4,824       2.14       0.75       2.15       0.74       73  
      11.93       24.51       697,144       0.99       1.96       1.00       1.95       73  
 
      9.49       24.85       130,291       1.59       1.08       1.68       0.99       99  
      9.37       24.31       6,408       2.16       0.45       2.25       0.36       99  
      9.37       24.28       3,747       2.16       0.43       2.25       0.34       99  
      9.68       25.71       261,118       1.01       1.65       1.10       1.56       99  
 
      7.66       5.00       95,015       1.67       1.12       1.84       0.95       122  
      7.56       4.45       5,574       2.17       0.56       2.34       0.39       122  
      7.56       4.38       3,646       2.17       0.64       2.34       0.47       122  
      7.80       5.64       158,021       1.02       1.73       1.19       1.56       122  
 
      7.35       (12.29 )     72,405       1.67       0.38       1.82       0.23       115  
      7.24       (12.67 )     6,434       2.17       (0.07 )     2.32       (0.22 )     115  
      7.25       (12.65 )     3,963       2.17       (0.07 )     2.32       (0.22 )     115  
      7.49       (11.68 )     188,858       1.02       1.02       1.17       0.87       115  

201

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Tollkeeper Fundsm
Selected Data for a Share Outstanding Throughout Each Period
                                 
        Income (Loss) from
        Investment Operations
         
    Net Asset    
    Value,   Net   Net Realized   Total from
    Beginning   Investment   and Unrealized   Investment
Year - Share Class   of Period   Loss(a)   Gain (Loss)   Operations
                 
For the Six Months Ended June 30, (Unaudited)
2006 - A
   $ 8.02     $ (0.05 )   $ (0.07 )   $ (0.12 )
2006 - B
     7.65       (0.08 )     (0.07 )     (0.15 )
2006 - C
     7.64       (0.08 )     (0.06 )     (0.14 )
2006 - Institutional
     8.23       (0.03 )     (0.08 )     (0.11 )
For the Years Ended December 31,
2005 - A
     7.87       (0.08 )     0.23       0.15  
2005 - B
     7.56       (0.13 )     0.22       0.09  
2005 - C
     7.55       (0.13 )     0.22       0.09  
2005 - Institutional
     8.04       (0.05 )     0.24       0.19  
 
2004 - A
     6.99       (0.04 )     0.92       0.88  
2004 - B
     6.77       (0.09 )     0.88       0.79  
2004 - C
     6.76       (0.09 )     0.88       0.79  
2004 - Institutional
     7.11       (0.02 )     0.95       0.93  
 
2003 - A
     4.80       (0.08 )     2.27       2.19  
2003 - B
     4.68       (0.12 )     2.21       2.09  
2003 - C
     4.67       (0.12 )     2.21       2.09  
2003 - Institutional
     4.86       (0.05 )     2.30       2.25  
 
2002 - A
     7.91       (0.08 )     (3.03 )     (3.11 )
2002 - B
     7.77       (0.12 )     (2.97 )     (3.09 )
2002 - C
     7.77       (0.12 )     (2.98 )     (3.10 )
2002 - Institutional
     7.98       (0.06 )     (3.06 )     (3.12 )
 
2001 - A
     11.90       (0.13 )     (3.86 )     (3.99 )
2001 - B
     11.79       (0.20 )     (3.82 )     (4.02 )
2001 - C
     11.78       (0.20 )     (3.81 )     (4.01 )
2001 - Institutional
     11.97       (0.09 )     (3.90 )     (3.99 )
(a) Calculated based on the average shares outstanding methodology.
(b) Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Total returns for periods less than one full year are not annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(c) Annualized.

202

 

                                                                 
                        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   Loss to   Total Expenses   Loss to   Portfolio
    Value, End   Total   Period   to Average   Average   to Average   Average   Turnover
    of Period   Return(b)   (in 000s)   Net Assets   Net Assets   Net Assets   Net Assets   Rate
                                 
    $ 7.90       (1.50 )%   $ 112,256       1.50 % (c)     (1.16 )% (c)     1.58 % (c)     (1.24 )% (c)     25 %
      7.50       (1.96 )     99,295       2.25 (c)       (1.90 )(c)     2.33(c)       (1.98 )(c)     25  
      7.50       (1.83 )     52,030       2.25 (c)       (1.90 )(c)     2.33(c)       (1.98 )(c)     25  
      8.12       (1.34 )     11,095       1.10 (c)       (0.75 )(c)     1.18(c)       (0.83 )(c)     25  
      8.02       1.91       125,718       1.50       (1.10 )     1.56       (1.16 )     48  
      7.65       1.19       120,415       2.25       (1.85 )     2.31       (1.91 )     48  
      7.64       1.19       60,638       2.25       (1.85 )     2.31       (1.91 )     48  
      8.23       2.36       8,819       1.10       (0.70 )     1.16       (0.76 )     48  
 
      7.87       12.59       158,079       1.50       (0.55 )     1.56       (0.61 )     37  
      7.56       11.67       163,502       2.25       (1.31 )     2.31       (1.37 )     37  
      7.55       11.69       79,210       2.25       (1.31 )     2.31       (1.37 )     37  
      8.04       13.08       11,323       1.10       (0.31 )     1.16       (0.37 )     37  
 
      6.99       45.63       180,819       1.50       (1.30 )     1.55       (1.35 )     27  
      6.77       44.66       189,420       2.25       (2.04 )     2.30       (2.09 )     27  
      6.76       44.75       92,752       2.25       (2.04 )     2.30       (2.09 )     27  
      7.11       46.30       27,687       1.10       (0.89 )     1.15       (0.94 )     27  
 
      4.80       (39.32 )     147,055       1.51       (1.46 )     1.56       (1.51 )     28  
      4.68       (39.77 )     154,251       2.26       (2.21 )     2.31       (2.26 )     28  
      4.67       (39.90 )     74,765       2.26       (2.21 )     2.31       (2.26 )     28  
      4.86       (39.10 )     15,920       1.11       (1.06 )     1.16       (1.11 )     28  
 
      7.91       (33.53 )     325,639       1.50       (1.37 )     1.50       (1.37 )     24  
      7.77       (34.10 )     345,170       2.25       (2.12 )     2.25       (2.12 )     24  
      7.77       (34.04 )     173,860       2.25       (2.12 )     2.25       (2.12 )     24  
      7.98       (33.33 )     56,030       1.10       (0.97 )     1.10       (0.97 )     24  

203

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Equity Growth Strategy Portfolio
Selected Data for a Share Outstanding Throughout Each Period
                                         
        Income (Loss) from    
        Investment Operations    
            Distributions to
    Net Asset       Shareholders
    Value at   Net   Net Realized   Total from   from Net
    Beginning   Investment   and Unrealized   Investment   Investment
Year - Share Class   of Period   Income (Loss)(a)   Gain (Loss)   Operations   Income
                     
For the Six Months Ended June 30, (Unaudited)
2006 - A
   $ 13.82     $ —     $ 0.93     $ 0.93     $ —  
2006 - B
     13.42       (0.06 )     0.91       0.85       —  
2006 - C
     13.40       (0.05 )     0.89       0.84       —  
2006 - Institutional
     13.94       0.02       0.94       0.96       —  
For the Years Ended December 31,
2005 - A
     12.30       0.06       1.48       1.54       (0.02 )
2005 - B
     12.01       (0.05 )     1.46       1.41       —  
2005 - C
     11.99       (0.04 )     1.45       1.41       —  
2005 - Institutional
     12.40       0.16       1.45       1.61       (0.07 )
 
2004 - A
     10.36       0.05       1.91       1.96       (0.02 )
2004 - B
     10.18       (0.04 )     1.87       1.83       —  
2004 - C
     10.17       (0.03 )     1.85       1.82       —  
2004 - Institutional
     10.43       0.08       1.95       2.03       (0.06 )
 
2003 - A
     7.72       0.04       2.66       2.70       (0.06 )
2003 - B
     7.59       (0.02 )     2.61       2.59       —  
2003 - C
     7.59       (0.02 )     2.60       2.58       — (d)
2003 - Institutional
     7.77       0.08       2.68       2.76       (0.10 )
 
2002 - A
     9.25       0.02       (1.55 )     (1.53 )     —  
2002 - B
     9.17       (0.05 )     (1.53 )     (1.58 )     —  
2002 - C
     9.16       (0.05 )     (1.52 )     (1.57 )     —  
2002 - Institutional
     9.27       0.04       (1.54 )     (1.50 )     —  
 
2001 - A
     10.71       (0.01 )     (1.45 )     (1.46 )     —  
2001 - B
     10.70       (0.08 )     (1.45 )     (1.53 )     —  
2001 - C
     10.69       (0.08 )     (1.45 )     (1.53 )     —  
2001 - Institutional
     10.70       0.02       (1.45 )     (1.43 )     —  
(a) Calculated based on the average shares outstanding methodology.
(b) Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total returns would be reduced if sales or redemption charges were taken into account. Total returns for periods less than one full year are not annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares.
(c) Expense ratios exclude expenses of the Underlying Funds.
(d) Amount is less than $.005 per share
(e) Annualized.

204

 

                                                                 
                        Ratios Assuming No    
                        Expense Reductions    
                             
                    Ratio of       Ratio of    
            Net Assets   Ratio of   Net Investment   Ratio of   Net Investment    
    Net Asset       At End of   Net Expenses   Income (Loss)   Total Expenses   Income (Loss)   Portfolio
    Value, End   Total   Period   to Average   to Average   to Average   to Average   Turnover
    of Period   Return(b)   (in 000s)   Net Assets(c)   Net Assets   Net Assets(c)   Net Assets   Rate
                                 
    $ 14.75       6.73 %   $ 193,430       0.59 %(e)     0.01 % (e)     0.68 %(e)     (0.08 )% (e)     10 %
      14.27       6.33       31,704       1.34 (e)     (0.82 )(e)     1.43 (e)     (0.91 )(e)     10  
      14.24       6.27       106,214       1.34 (e)     (0.76 )(e)     1.43 (e)     (0.85 )(e)     10  
      14.90       6.89       14,916       0.19 (e)     0.30(e)       0.28 (e)     0.21(e)       10  
      13.82       12.55       111,758       0.59       0.50       0.82       0.27       32  
      13.42       11.74       30,069       1.34       (0.38 )     1.58       (0.62 )     32  
      13.40       11.76       65,904       1.34       (0.30 )     1.57       (0.53 )     32  
      13.94       12.96       15,256       0.19       1.21       0.40       1.00       32  
 
      12.30       18.91       70,961       0.58       0.43       0.99       0.02       36  
      12.01       17.98       27,582       1.33       (0.38 )     1.74       (0.79 )     36  
      11.99       17.90       44,582       1.33       (0.31 )     1.74       (0.72 )     36  
      12.40       19.46       4,247       0.18       0.74       0.59       0.33       36  
 
      10.36       35.02       52,088       0.60       0.50       1.03       0.07       36  
      10.18       34.12       24,879       1.35       (0.27 )     1.78       (0.70 )     36  
      10.17       34.05       30,706       1.35       (0.22 )     1.78       (0.65 )     36  
      10.43       35.51       4,881       0.20       0.88       0.63       0.45       36  
 
      7.72       (16.54 )     39,214       0.60       0.22       1.06       (0.24 )     27  
      7.59       (17.23 )     21,105       1.35       (0.58 )     1.81       (1.04 )     27  
      7.59       (17.14 )     20,740       1.35       (0.54 )     1.81       (1.00 )     27  
      7.77       (16.18 )     3,961       0.20       0.48       0.66       0.02       27  
 
      9.25       (13.63 )     48,639       0.59       (0.11 )     0.97       (0.49 )     43  
      9.17       (14.30 )     30,013       1.34       (0.87 )     1.72       (1.25 )     43  
      9.16       (14.31 )     25,571       1.34       (0.86 )     1.72       (1.24 )     43  
      9.27       (13.36 )     7,248       0.19       0.25       0.57       (0.13 )     43  

205

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Balanced Strategy Portfolio
Selected Data for a Share Outstanding Throughout Each Period
                                                         
        Income (Loss) from   Distributions
        Investment Operations   to Shareholders
             
    Net Asset        
    Value at   Net   Net Realized   Total from   From Net   From Net    
    Beginning   Investment   and Unrealized   Investment   Investment   Realized   Total
Year - Share Class   of Period   Income(a)   Gain (Loss)   Operations   Income   Gains   Distributions
                             
For the Six Months Ended June 30, (Unaudited)
                                                        
2006 - A
   $ 10.89     $ 0.11     $ 0.33     $ 0.44     $ (0.14 )   $ —     $ (0.14 )
2006 - B
     10.89       0.07       0.33       0.40       (0.10 )     —       (0.10 )
2006 - C
     10.90       0.07       0.32       0.39       (0.10 )     —       (0.10 )
2006 - Institutional
     10.89       0.13       0.33       0.46       (0.16 )     —       (0.16 )
 
For the Years Ended December 31,
                                                        
2005 - A
     10.79       0.28       0.32       0.60       (0.22 )     (0.28 )     (0.50 )
2005 - B
     10.78       0.17       0.36       0.53       (0.14 )     (0.28 )     (0.42 )
2005 - C
     10.80       0.19       0.33       0.52       (0.14 )     (0.28 )     (0.42 )
2005 - Institutional
     10.78       0.32       0.33       0.65       (0.26 )     (0.28 )     (0.54 )
 
 
2004 - A
     10.00       0.25       0.77       1.02       (0.23 )     —       (0.23 )
2004 - B
     10.00       0.16       0.77       0.93       (0.15 )     —       (0.15 )
2004 - C
     10.01       0.17       0.77       0.94       (0.15 )     —       (0.15 )
2004 - Institutional
     10.00       0.28       0.77       1.05       (0.27 )     —       (0.27 )
 
 
2003 - A
     8.83       0.23       1.18       1.41       (0.24 )     —       (0.24 )
2003 - B
     8.83       0.16       1.18       1.34       (0.17 )     —       (0.17 )
2003 - C
     8.84       0.16       1.18       1.34       (0.17 )     —       (0.17 )
2003 - Institutional
     8.83       0.26       1.18       1.44       (0.27 )     —       (0.27 )
 
 
2002 - A
     9.43       0.25       (0.60 )     (0.35 )     (0.25 )     —       (0.25 )
2002 - B
     9.43       0.18       (0.60 )     (0.42 )     (0.18 )     —       (0.18 )
2002 - C
     9.44       0.18       (0.60 )     (0.42 )     (0.18 )     —       (0.18 )
2002 - Institutional
     9.43       0.29       (0.60 )     (0.31 )     (0.29 )     —       (0.29 )
 
 
2001 - A
     10.16       0.30       (0.58 )     (0.28 )     (0.31 )     (0.14 )     (0.45 )
2001 - B
     10.16       0.23       (0.59 )     (0.36 )     (0.23 )     (0.14 )     (0.37 )
2001 - C
     10.17       0.23       (0.59 )     (0.36 )     (0.23 )     (0.14 )     (0.37 )
2001 - Institutional
     10.16       0.36       (0.60 )     (0.24 )     (0.35 )     (0.14 )     (0.49 )
(a) Calculated based on the average shares outstanding methodology.
(b) Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total returns for periods less than one full year are not annualized. Total returns would be reduced if sales or redemption charges were taken into account. Returns do not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares.
(c) Expense ratios exclude expenses of the Underlying Funds.
(d) Annualized.

206

 

                                                                 
                        Ratios Assuming No    
                        Expense Reductions    
                             
                    Ratio of       Ratio of    
            Net Assets   Ratio of   Net Investment   Ratio of   Net Investment    
    Net Asset       at End of   Net Expenses   Income to   Total Expenses   Income to   Portfolio
    Value, End   Total   Period   to Average   Average   to Average   Average   Turnover
    of Period   Return(b)   (in 000s)   Net Assets(c)   Net Assets   Net Assets(c)   Net Assets   Rate
                                 
    $ 11.19       4.04 %   $ 152,646       0.59 %(d)     2.03 %(d)     0.67 %(d)     1.95 %(d)     40 %
      11.19       3.65       31,637       1.34 (d)     1.22 (d)     1.42 (d)     1.14 (d)     40  
      11.19       3.59       62,430       1.34 (d)     1.29 (d)     1.42 (d)     1.21 (d)     40  
      11.19       4.23       72,869       0.19 (d)     2.31 (d)     0.27 (d)     2.23 (d)     40  
 
      10.89       5.63       108,661       0.59       2.50       0.77       2.32       90  
      10.89       4.93       31,648       1.34       1.60       1.53       1.41       90  
      10.90       4.87       42,448       1.34       1.69       1.52       1.51       90  
      10.89       6.12       118,291       0.19       2.83       0.33       2.69       90  
 
 
      10.79       10.28       53,944       0.58       2.42       0.99       2.01       52  
      10.78       9.36       28,265       1.33       1.61       1.74       1.20       52  
      10.80       9.48       25,835       1.33       1.64       1.74       1.23       52  
      10.78       10.60       47,030       0.18       2.75       0.59       2.34       52  
 
 
      10.00       16.13       33,379       0.60       2.52       1.03       2.09       41  
      10.00       15.26       23,620       1.35       1.72       1.78       1.29       41  
      10.01       15.28       17,540       1.35       1.76       1.78       1.33       41  
      10.00       16.57       30,676       0.20       2.84       0.63       2.41       41  
 
 
      8.83       (3.76 )     24,057       0.60       2.72       1.10       2.22       40  
      8.83       (4.48 )     21,543       1.35       1.98       1.85       1.48       40  
      8.84       (4.50 )     13,129       1.35       1.97       1.85       1.47       40  
      8.83       (3.35 )     28,778       0.20       3.19       0.70       2.69       40  
 
 
      9.43       (2.62 )     31,539       0.59       3.09       1.05       2.63       51  
      9.43       (3.37 )     23,643       1.34       2.34       1.80       1.88       51  
      9.44       (3.38 )     16,354       1.34       2.34       1.80       1.88       51  
      9.43       (2.21 )     9,278       0.19       3.74       0.65       3.28       51  

207

 

FINANCIAL HIGHLIGHTS
Goldman Sachs Growth and Income Strategy Portfolio
Selected Data for a Share Outstanding Throughout Each Period
                                                         
        Income (Loss) from   Distributions to
        Investment Operations   Shareholders
             
    Net Asset            
    Value at   Net   Net Realized   Total from   From Net   From Net    
    Beginning   Investment   and Unrealized   Investment   Investment   Realized   Total
Year - Share Class   of Period   Income(a)   Gain (Loss)   Operations   Income   Gains   Distributions
                             
For the Six Months Ended June 30, (Unaudited)
                                                        
2006 - A
   $ 12.18     $ 0.08     $ 0.45     $ 0.53     $ (0.12 )   $ —     $ (0.12 )
2006 - B
     12.16       0.03       0.46       0.49       (0.08 )     —       (0.08 )
2006 - C
     12.14       0.04       0.45       0.49       (0.08 )     —       (0.08 )
2006 - Institutional
     12.21       0.11       0.45       0.56       (0.15 )     —       (0.15 )
 
For the Years Ended December 31,
                                                        
2005 - A
     11.46       0.33       0.69       1.02       (0.24 )     (0.06 )     (0.30 )
2005 - B
     11.45       0.19       0.73       0.92       (0.15 )     (0.06 )     (0.21 )
2005 - C
     11.43       0.21       0.72       0.93       (0.16 )     (0.06 )     (0.22 )
2005 - Institutional
     11.49       0.42       0.64       1.06       (0.28 )     (0.06 )     (0.34 )
 
 
2004 - A
     10.17       0.22       1.28       1.50       (0.21 )     —       (0.21 )
2004 - B
     10.15       0.13       1.30       1.43       (0.13 )     —       (0.13 )
2004 - C
     10.14       0.13       1.29       1.42       (0.13 )     —       (0.13 )
2004 - Institutional
     10.19       0.26       1.29       1.55       (0.25 )     —       (0.25 )
 
 
2003 - A
     8.39       0.21       1.83       2.04       (0.26 )     —       (0.26 )
2003 - B
     8.38       0.14       1.82       1.96       (0.19 )     —       (0.19 )
2003 - C
     8.37       0.14       1.82       1.96       (0.19 )     —       (0.19 )
2003 - Institutional
     8.40       0.27       1.81       2.08       (0.29 )     —       (0.29 )
 
 
2002 - A
     9.38       0.19       (0.98 )     (0.79 )     (0.20 )     —       (0.20 )
2002 - B
     9.36       0.12       (0.96 )     (0.84 )     (0.14 )     —       (0.14 )
2002 - C
     9.36       0.12       (0.97 )     (0.85 )     (0.14 )     —       (0.14 )
2002 - Institutional
     9.39       0.21       (0.96 )     (0.75 )     (0.24 )     —       (0.24 )
 
 
2001 - A
     10.64       0.21       (0.98 )     (0.77 )     (0.22 )     (0.27 )     (0.49 )
2001 - B
     10.62       0.14       (0.99 )     (0.85 )     (0.14 )     (0.27 )     (0.41 )
2001 - C
     10.61       0.14       (0.98 )     (0.84 )     (0.14 )     (0.27 )     (0.41 )
2001 - Institutional
     10.66       0.25       (0.99 )     (0.74 )     (0.26 )     (0.27 )     (0.53 )
(a) Calculated based on the average shares outstanding methodology.
(b) Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total returns for periods less than one full year are not annualized. Total returns would be reduced if sales or redemption charges were taken into account. Returns do not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares.
(c) Expense ratios exclude expenses of the Underlying Funds.
(d) Annualized.

208

 

                                                                 
                        Ratios Assuming No    
                        Expense Reductions    
                             
                Ratio of   Ratio of       Ratio of    
            Net Assets   Net   Net Investment   Ratio of Total   Net Investment    
    Net Asset       at End of   Expenses   Income to   Expenses to   Income to   Portfolio
    Value, End   Total   Period   to Average   Average   Average   Average   Turnover
    of Period   Return(b)   (in 000s)   Net Assets(c)   Net Assets   Net Assets(c)   Net Assets   Rate
                                 
    $ 12.59       4.37 %   $ 810,308       0.59 %(d)     1.36 %(d)     0.63 %(d)     1.32 %(d)     22 %
      12.57       3.98       101,879       1.34 (d)     0.54 (d)     1.38 (d)     0.50 (d)     22  
      12.55       4.04       243,803       1.34 (d)     0.60 (d)     1.38 (d)     0.56 (d)     22  
      12.62       4.55       174,427       0.19 (d)     1.68 (d)     0.23 (d)     1.64 (d)     22  
 
 
      12.18       8.99       496,785       0.59       2.73       0.71       2.61       53  
      12.16       8.09       93,433       1.34       1.61       1.46       1.49       53  
      12.14       8.15       149,581       1.34       1.78       1.46       1.66       53  
      12.21       9.37       175,272       0.19       3.37       0.28       3.28       53  
 
 
      11.46       14.85       203,730       0.57       2.05       0.88       1.74       53  
      11.45       14.11       79,369       1.32       1.19       1.63       0.88       53  
      11.43       14.05       84,937       1.32       1.25       1.63       0.94       53  
      11.49       15.35       19,448       0.17       2.41       0.48       2.10       53  
 
 
      10.17       24.55       134,430       0.60       2.33       0.89       2.04       38  
      10.15       23.53       73,619       1.35       1.54       1.64       1.25       38  
      10.14       23.60       65,853       1.35       1.58       1.64       1.29       38  
      10.19       25.12       10,938       0.20       3.01       0.49       2.72       38  
 
 
      8.39       (8.44 )     105,812       0.60       2.15       0.90       1.85       31  
      8.38       (9.07 )     65,864       1.35       1.35       1.65       1.05       31  
      8.37       (9.16 )     50,722       1.35       1.40       1.65       1.10       31  
      8.40       (8.08 )     5,476       0.20       2.36       0.50       2.06       31  
 
 
      9.38       (7.27 )     123,586       0.59       2.11       0.85       1.85       42  
      9.36       (8.01 )     89,089       1.34       1.36       1.60       1.10       42  
      9.36       (7.92 )     60,569       1.34       1.36       1.60       1.10       42  
      9.39       (6.95 )     18,107       0.19       2.52       0.45       2.26       42  

209

 

Financial Highlights
Goldman Sachs Growth Strategy Portfolio
Selected Data for a Share Outstanding Throughout Each Period
                                                         
        Income (Loss) from   Distributions
        Investment Operations   to Shareholders
             
    Net Asset            
    Value at   Net   Net Realized   Total from   From Net   From Net    
    Beginning   Investment   and Unrealized   Investment   Investment   Realized   Total
Year - Share Class   of Period   Income(a)   Gain (Loss)   Operations   Income   Gains   Distributions
                             
For the Six Months Ended June 30, (Unaudited)
                                                        
2006 - A
   $ 13.00     $ 0.05     $ 0.67     $ 0.72     $ —     $ —     $ —  
2006 - B
     13.02       —       0.67       0.67       —       —       —  
2006 - C
     12.94       —       0.67       0.67       —       —       —  
2006 - Institutional
     13.02       0.07       0.68       0.75       —       —       —  
 
For the Years Ended December 31,
                                                        
2005 - A
     11.88       0.20       1.06       1.26       (0.14 )     —       (0.14 )
2005 - B
     11.90       0.07       1.09       1.16       (0.04 )     —       (0.04 )
2005 - C
     11.86       0.09       1.06       1.15       (0.07 )     —       (0.07 )
2005 - Institutional
     11.88       0.23       1.08       1.31       (0.17 )     —       (0.17 )
 
 
2004 - A
     10.22       0.12       1.67       1.79       (0.13 )     —       (0.13 )
2004 - B
     10.23       0.04       1.67       1.71       (0.04 )     —       (0.04 )
2004 - C
     10.21       0.04       1.67       1.71       (0.06 )     —       (0.06 )
2004 - Institutional
     10.21       0.19       1.65       1.84       (0.17 )     —       (0.17 )
 
 
2003 - A
     7.91       0.11       2.34       2.45       (0.14 )     —       (0.14 )
2003 - B
     7.93       0.05       2.32       2.37       (0.07 )     —       (0.07 )
2003 - C
     7.92       0.05       2.31       2.36       (0.07 )     —       (0.07 )
2003 - Institutional
     7.91       0.17       2.30       2.47       (0.17 )     —       (0.17 )
 
 
2002 - A
     9.30       0.11       (1.38 )     (1.27 )     (0.12 )     —       (0.12 )
2002 - B
     9.29       0.04       (1.35 )     (1.31 )     (0.05 )     —       (0.05 )
2002 - C
     9.30       0.04       (1.37 )     (1.33 )     (0.05 )     —       (0.05 )
2002 - Institutional
     9.30       0.13       (1.36 )     (1.23 )     (0.16 )     —       (0.16 )
 
2001 - A
     10.88       0.11       (1.32 )     (1.21 )     (0.13 )     (0.24 )     (0.37 )
2001 - B
     10.86       0.03       (1.31 )     (1.28 )     (0.05 )     (0.24 )     (0.29 )
2001 - C
     10.87       0.03       (1.31 )     (1.28 )     (0.05 )     (0.24 )     (0.29 )
2001 - Institutional
     10.87       0.16       (1.32 )     (1.16 )     (0.17 )     (0.24 )     (0.41 )
(a) Calculated based on the average shares outstanding methodology.
(b) Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total returns would be reduced if sales or redemption charges were taken into account. Total returns for periods less than one full year are not annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares.
(c) Expense ratios exclude expenses of the Underlying Funds.
(d) Annualized.

210

 

                                                                 
                        Ratios Assuming No    
                        Expense Reductions    
                             
                    Ratio of       Ratio of    
            Net Assets   Ratio of   Net Investment   Ratio of   Net Investment    
    Net Asset       at End of   Net Expenses   Income to   Total Expenses   Income to   Portfolio
    Value, End   Total   Period   to Average   Average   to Average   Average   Turnover
    of Period   Return(b)   (in 000s)   Net Assets(c)   Net Assets   Net Assets(c)   Net Assets   Rate
                                 
    $ 13.72       5.54 %   $ 593,033       0.59 %(d)     0.76 %(d)     0.63 %(d)     0.72 %(d)     17 %
      13.69       5.15       106,506       1.34 (d)     (0.07 )(d)     1.38 (d)     (0.10 )(d)     17  
      13.61       5.18       319,370       1.34 (d)     —  (d)     1.38 (d)     (0.03 )(d)     17  
      13.77       5.76       97,809       0.19 (d)     1.09  (d)     0.23 (d)     1.06  (d)     17  
 
      13.00       10.60       299,961       0.59       1.58       0.72       1.45       48  
      13.02       9.76       88,741       1.34       0.61       1.48       0.47       48  
      12.94       9.67       173,355       1.34       0.77       1.47       0.64       48  
      13.02       11.05       75,132       0.19       1.81       0.31       1.69       48  
 
 
      11.88       17.54       129,419       0.58       1.16       0.89       0.85       44  
      11.90       16.72       71,753       1.33       0.33       1.64       0.02       44  
      11.86       16.77       86,277       1.33       0.42       1.64       0.11       44  
      11.88       18.05       27,967       0.18       1.77       0.49       1.46       44  
 
 
      10.22       30.96       89,342       0.60       1.29       0.92       0.97       46  
      10.23       29.87       67,025       1.35       0.53       1.67       0.21       46  
      10.21       29.88       55,151       1.35       0.57       1.67       0.25       46  
      10.21       31.30       8,747       0.20       1.92       0.52       1.60       46  
 
 
      7.91       (13.64 )     72,060       0.60       1.25       0.93       0.92       23  
      7.93       (14.13 )     56,279       1.35       0.47       1.68       0.14       23  
      7.92       (14.26 )     40,571       1.35       0.49       1.68       0.16       23  
      7.91       (13.25 )     3,525       0.20       1.52       0.53       1.19       23  
 
 
      9.30       (11.03 )     93,313       0.59       1.09       0.88       0.80       40  
      9.29       (11.72 )     81,563       1.34       0.34       1.63       0.05       40  
      9.30       (11.69 )     53,001       1.34       0.34       1.63       0.05       40  
      9.30       (10.55 )     7,324       0.19       1.65       0.48       1.36       40  

211

 

     The financial highlights tables for the AXA Enterprise Funds are incorporated by reference from the Annual Report of the AXA Enterprise Funds for the fiscal year ended October 31, 2006.
Materials Incorporated By Reference
      Information about the AXA Enterprise Funds is included in the Prospectuses (as supplemented) for Enterprise Multimanager Trust dated March 1, 2006, as supplemented, and the Annual Report for Enterprise Multimanager Trust for the fiscal year ended October 31, 2006, which are incorporated herein by reference.
      Information about the GST Funds is included in the Prospectuses (as supplemented) dated: (1) December 29, 2006 for the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Structured Large Cap Value Fund and Goldman Sachs Structured International Equity Fund; (2) April 28, 2006 for the Goldman Sachs Tollkeeper Fund, Goldman Sachs Equity Growth Strategy Portfolio, Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio and Goldman Sachs Growth Strategy Portfolio, and (3) October 16, 2006 (Class A and Institutional Shares) and December 15, 2006 (Class B Shares) for the Goldman Sachs Core Plus Fixed Income Fund copies of which accompany this Proxy/ Prospectus and are incorporated herein by reference.
VOTING INFORMATION
General Information
      The Enterprise Multimanager Trust Trustees are furnishing this Proxy/ Prospectus in connection with the solicitation of proxies for the Special Meeting. It is expected that the solicitation of proxies will be primarily by mail. Officers and service contractors of Enterprise Multimanager Trust and GST may also solicit proxies by telephone or otherwise. In this connection, Enterprise Multimanager Trust may retain                     to assist in the solicitation of proxies. Any expenses incurred as a result of hiring                     will not be borne by Enterprise Multimanager Trust or an AXA Enterprise Fund but by AXA Equitable or GSAM (or any affiliate thereof). It is estimated that the cost associated with using                     as a proxy solicitor will be approximately $          . Shareholders may vote: (1) by mail, by marking, signing, dating and returning the enclosed proxy ballot(s) in the enclosed postage-paid envelope, (2) by touch-tone voting, or (3) by on-line voting. Any shareholder giving a proxy may revoke it at any time before it is exercised by submitting to Enterprise Multimanager Trust a written notice of revocation or a subsequently executed proxy or by attending the Special Meeting and voting in person.

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      Only shareholders of record at the close of business on February 12, 2007 will be entitled to vote at the Special Meeting. On that date, the following AXA Enterprise Fund shares were outstanding and entitled to be voted:
         
    Shares Outstanding and
AXA Enterprise Fund   Entitled to Vote
     
AXA Enterprise Multimanager Core Equity Fund
        
AXA Enterprise Multimanager Growth Fund
        
AXA Enterprise Multimanager Mid Cap Growth Fund
        
AXA Enterprise Multimanager Mid Cap Value Fund
        
AXA Enterprise Multimanager Value Fund
        
AXA Enterprise Multimanager International Equity Fund
        
AXA Enterprise Multimanager Technology Fund
        
AXA Enterprise Multimanager Core Bond Fund
        
AXA Enterprise Aggressive Allocation Fund
        
AXA Enterprise Conservative Allocation Fund
        
AXA Enterprise Moderate Allocation Fund
        
AXA Enterprise Moderate-Plus Allocation Fund
        
      Each whole and fractional share of an AXA Enterprise Fund is entitled to a whole or fractional vote, as the case may be.
      The votes of the shareholders of the GST Funds are not being solicited since their approval or consent is not necessary for the Reorganizations to take place.
      If an accompanying proxy is executed and returned in time for the Special Meeting, the shares covered thereby will be voted in accordance with the proxy on all matters that may properly come before the Special Meeting.
Shareholder and Board Approvals
      The Reorganization Agreement is being submitted for approval by the AXA Enterprise Funds’ shareholders at the Special Meeting, and was unanimously approved by the Enterprise Multimanager Trust Trustees at a meeting held on December 28, 2006. Enterprise Multimanager Trust shareholders will vote on the Reorganization Agreement on a fund by fund basis. One-third of the shares of each AXA Enterprise Fund entitled to vote constitutes a quorum at the Special Meeting. Approval of each Reorganization requires the approval of the holders of a majority of the shares of the relevant AXA Enterprise Fund entitled to vote at the Special Meeting. A vote for the Reorganization Agreement includes a vote for the Reorganization of the AXA Enterprise Funds; conversely, a vote against the Reorganization Agreement is a vote against the Reorganization of the AXA Enterprise Funds. The Reorganization Agreement provides that in the event the Reorganization Agreement is approved with respect to less than all of the AXA Enterprise Funds, the failure of an AXA Enterprise Fund to consummate the transactions contemplated by the Reorganization Agreement shall not affect the consummation or validity of the Reorganization with respect to any other AXA Enterprise Fund. Accordingly, it is possible that if a shareholder owns shares in two or more AXA Enterprise Funds and one of the AXA Enterprise Funds does not approve the Reorganization, then the shareholder of the particular AXA Enterprise Fund which did not approve the Reorganization would remain a shareholder of that AXA Enterprise Fund. However, with respect to the AXA Enterprise Funds that approve the Reorganization, the shareholder of those particular AXA Enterprise Funds at the Effective Time of the Reorganization would become a shareholder of the Corresponding GST Funds.
Quorum and Adjournment
      In the event that a quorum is not present at the Special Meeting, one or more adjournment(s) may be proposed to permit further solicitation of proxies. In determining whether to adjourn the Special Meeting with

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respect to a proposal, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes cast, the nature of any further solicitation and the information to be provided to owners with respect to the reasons for the solicitation. Generally, votes cast in favor of a proposal will be voted in favor of adjournment while votes cast against a proposal will be voted against adjournment.
      Any adjourned session or sessions may be held after the date set for the original Special Meeting without notice except announcement at the Special Meeting or other reasonable notice to persons present at the Special Meeting and the adjourned meeting is held within a reasonable time after the date set for the original meeting as determined by the Enterprise Multimanager Trust’s officers. Any such adjournment(s) will require the affirmative vote of a majority of those shares affected by the adjournment(s) that are represented at the Special Meeting in person or by proxy and entitled to vote. A shareholder vote may be taken with respect to one or more AXA Enterprise Funds (but not the other AXA Enterprise Funds) on some or all matters before any such adjournment(s) if a quorum is present and sufficient votes have been received for approval with respect to such AXA Enterprise Funds.
      A quorum is constituted with respect to an AXA Enterprise Fund by the presence in person or by proxy of the holders of 331/3% of the shares of such AXA Enterprise Fund entitled to vote at the Special Meeting. For purposes of determining the presence of a quorum for transacting business at the Special Meeting, abstentions will be treated as shares that are present at the Special Meeting but which have not been voted. Abstentions will have the effect of a “no” vote for purposes of obtaining the requisite approvals of the Reorganization Agreement. Broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will have the same effect as abstentions.
Principal Shareholders
      As of February 12, 2007, the officers and Trustees of Enterprise Multimanager Trust as a group owned or controlled less than 1% of each AXA Enterprise Fund’s outstanding shares. As of February 12, 2007, the officers and Trustees of GST as a group owned or controlled less than 1% of each GST Fund’s outstanding shares. The following table sets forth the name, address and share ownership of each person known to Enterprise Multimanager Trust to have ownership with respect to 5% or more of a class of an AXA Enterprise Fund as of February 12, 2007. The type of ownership of each entry listed on the table is record ownership. The percentage of the Corresponding GST Fund that would be owned by the below named shareholders upon consummation of the Reorganization is expected to decline.
                                 
        Class; Amount of   Percentage of   Percentage of Fund
Enterprise Multimanager Trust Fund   Name and Address   Shares Owned   Class Owned   Owned
                 
Fund
                                
Fund
                                
Fund
                                
Fund
                                
Fund
                                
Fund
                                
Fund
                                
      The following table sets forth the name, address and share ownership of each person known to GST to have ownership with respect to 5% or more of a class of a GST Fund as of February 12, 2007. The type of ownership

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of each entry listed on the table is record ownership. The percentage of the GST Fund that would be owned by the below named shareholder upon consummation of the Reorganization is expected to decline.
                                 
        Class; Amount of   Percentage of   Percentage of Fund
GST Fund   Name and Address   Shares Owned   Class Owned   Owned
                 
Fund
                                
Fund
                                
Fund
                                
Fund
                                
Fund
                                
Fund
                                
      For purposes of the 1940 Act, any person who owns directly or through one or more controlled companies more than 25% of the voting securities of a company is presumed to “control” such company. Accordingly, to the extent that a shareholder identified in the foregoing table is identified as the beneficial holder of more than 25% of a class, or is identified as the holder of record of more than 25% of a class and has voting and/or investment power, it may be presumed to control such class.
      Enterprise Multimanager Trust and GST have been advised by AXA Equitable that the Shares of each AXA Enterprise Fund over which AXA Equitable and its affiliates have voting power will be voted by AXA Equitable either for or against approval of the Reorganization Agreement with respect to an AXA Enterprise Fund, or as an abstention, in the same proportion as the Shares held by other shareholders represented in person or by proxy at the Meeting are voted. In certain cases, AXA Equitable and its affiliates may have the power to vote, as record holder of AXA Enterprise Fund shares, 50% or more of the outstanding shares of an AXA Enterprise Fund.
OTHER INFORMATION
Shareholder Proposals
      As a general matter, Enterprise Multimanager Trust does not hold annual meetings of shareholders unless otherwise required by the 1940 Act. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder’s meeting should send their written proposals to the Secretary of Enterprise Multimanager Trust, Atlanta Financial Center, 3343 Peachtree Road, N.E., Suite 450, Atlanta, Georgia 30326.
Other Business
      AXA Equitable and Enterprise Multimanager Trust know of no business to be presented to the Special Meeting other than the matters set forth in this Proxy/ Prospectus.
Available Information
      Enterprise Multimanager Trust and GST are each subject to the information requirements of the Securities Exchange Act of 1934 and the 1940 Act and, in accordance therewith, each files reports and other information with the SEC. Reports, proxy statements, registration statements and other information filed by Enterprise Multimanager Trust and GST may be inspected without charge and copied at the public reference facilities maintained by the SEC at 100 F Street, NE, Washington, DC 20549, and at certain of the following regional offices of the SEC listed below: Northeast Regional Office, The 3 World Financial Center, New York, New York 10281; Southeast Regional Office, 801 Brickell Avenue, Suite 1800, Miami, Florida 33131; Midwest Regional Office, 175 West Jackson Boulevard, Suite 900, Chicago, Illinois 60604; Central Regional Office, 1801 California Street, Suite 1500, Denver, Colorado 80202; and Pacific Regional Office, 5670 Wilshire Boulevard, Suite 1100, Los Angeles, California 90036. Copies of such materials may also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, DC 20549 at prescribed rates. Information included in the Proxy/ Prospectus concerning Enterprise

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Multimanager Trust was provided by Enterprise Multimanager Trust and information included in the Proxy/ Prospectus concerning GST was provided by GST.
Legal Proceedings
      On April 2, 2004, Lois Burke, a plaintiff identifying herself as a shareholder of the Goldman Sachs Internet Tollkeeper Fund, filed a purported class and derivative action lawsuit in the United States District Court for the Southern District of New York against Goldman Sachs, GSAM, the Trustees and Officers of GST, and John Doe Defendants. In addition, certain other investment portfolios of GST were named as nominal defendants. On April 19 and May 6, 2004, additional class and derivative action lawsuits containing substantially similar allegations and requests for redress were filed in the United States District Court for the Southern District of New York. On June 29, 2004, the three complaints were consolidated into one action, In re Goldman Sachs Mutual Funds Fee Litigation, and on November 17, 2004, the plaintiffs filed a consolidated amended complaint against Goldman Sachs, GSAM, Goldman Sachs Asset Management International (“GSAMI”), the Trustees and Officers of GST and Goldman Sachs Variable Insurance Trust (“GSVIT”) and John Doe Defendants (collectively, the “Defendants”) in the United States District Court for the Southern District of New York. Certain investment portfolios of GST and GSVIT (collectively, the “Goldman Sachs Funds”) were named as nominal defendants in the amended complaint. Plaintiffs filed a second amended complaint on April 15, 2005.
      The second amended consolidated complaint, which is brought on behalf of all persons or entities who held shares in the Goldman Sachs Funds between April 2, 1999 and January 9, 2004, inclusive (the “Class Period”), asserts claims involving (i) violations of the 1940 Act and the Investment Advisers Act of 1940, (ii) common law breach of fiduciary duty, and (iii) unjust enrichment. The complaint alleges, among other things, that during the Class Period, the Defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Sachs Funds and omitted statements of fact in registration statements and reports filed pursuant to the 1940 Act which were necessary to prevent such registration statements and reports from being materially false and misleading. In addition, the complaint alleges that the Goldman Sachs Funds paid excessive and improper investment advisory fees to GSAM and GSAMI. The complaint also alleges that GSAM and GSAMI used Rule 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that GST’s Officers and Trustees breached their fiduciary duties in connection with the foregoing. The plaintiffs in the cases are seeking compensatory damages; rescission of GSAM’s and GSAMI’s investment advisory agreements and return of fees paid; an accounting of all Goldman Sachs Funds-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and reasonable costs and expenses, including counsel fees and expert fees. On January 13, 2006, all claims against the Defendants were dismissed by the U.S. District Court. On February 22, 2006, the plaintiffs appealed this decision. By agreement, plaintiffs subsequently withdrew their appeal without prejudice but reserved their right to reactivate their appeal pending a decision by the circuit court of appeals in similar litigation.
      Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuit will have a material adverse financial impact on the Goldman Sachs Funds is remote, and the pending action is not likely to materially affect their ability to provide investment management services to their clients, including the Goldman Sachs Funds.
Experts
      The audited financial statements for the AXA Enterprise Funds, appearing in the Enterprise Multimanager Trust 2006 Annual Report, have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, as set forth in their report therein and incorporated by reference herein and into the Statement of Additional Information relating to this Proxy/ Prospectus. Such financial statements are incorporated therein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
      The audited financial statements and related reports of PricewaterhouseCoopers LLP (with respect to the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Structured International Equity Fund); and Ernst & Young LLP (with respect to the

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Goldman Sachs Tollkeeper Fund, Goldman Sachs Equity Growth Strategy Fund, Goldman Sachs Balanced Strategy Fund, Goldman Sachs Growth and Income Strategy Fund and Goldman Sachs Growth Strategy Fund), independent registered public accounting firms for the GST Funds, contained in: (1) the 2006 Annual Reports of the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Structured Large Cap Value Fund and Goldman Sachs Structured International Equity Fund, and (2) the 2005 Annual Reports of the Goldman Sachs Tollkeeper Fund, Goldman Sachs Equity Growth Strategy Portfolio, Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio Fund and Goldman Sachs Growth Strategy Portfolio are incorporated by reference into the Statement of Additional Information relating to this Proxy/ Prospectus. The financial statements in each GST Fund’s Annual Report have been incorporated by reference in reliance upon such report given upon the authority of such firms as experts in accounting and auditing.
SHAREHOLDER INQUIRIES
      Shareholder inquiries may be addressed to Enterprise Multimanager Trust or to GST in writing at the address(es), or by phone at the phone number(s), on the cover page of this Proxy/ Prospectus.
*     *     *
      Shareholders who do not expect to be present at the Special Meeting are requested to mark, sign and date the enclosed proxy and return it in the enclosed envelope. No postage is required if mailed in the United States. Shareholders also may vote on-line or by telephone.
      Enterprise Multimanager Trust will furnish, without charge, copies of its 2006 Annual Report to any shareholder upon request by writing Enterprise Multimanager Trust at the following address: AXA Enterprise Multimanager Funds Trust, Atlanta Financial Center, 3343 Peachtree Road, N.E., Suite 450, Atlanta, Georgia 30326, or by telephone at 1-800-432-4320.

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APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION
      This AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) dated as of January      , 2007, by and between AXA Enterprise Multimanager Funds Trust, a Delaware statutory trust (the “Multimanager Trust”), on behalf of its investment portfolios listed on Exhibit A attached hereto (each portfolio a “Multimanager Fund,” and collectively, “Multimanager Funds”), and the Goldman Sachs Trust, a Delaware statutory trust (“GST ” and, together with Multimanager Trust, the “Parties” and each a “Party”), on behalf of its investment portfolios listed on Exhibit A attached hereto (each portfolio a “GST Fund” and collectively, the “GST Funds”). AXA Equitable Life Insurance Company, a New York stock life insurance company (“AXA”), joins this Agreement solely for purposes of paragraphs 1.3, 1.5, 4.1(i), 5.1, 5.11, 9.2, 10.5, 10.11, 10.14 and 10.15 and Article VII; and Goldman Sachs Asset Management, L.P., a New York limited partnership (“GSAM”), joins this Agreement solely for purposes of paragraphs 4.2(i), 5.1, 5.11, 5.12, 9.2, 10.5, 10.11, 10.14 and 10.15 and Article VII. Capitalized terms not otherwise defined herein shall have the meaning set forth in Article XI hereof.
RECITALS:
      Multimanager Trust issues a separately designated series of shares of beneficial interest representing the interests in each Multimanager Fund. Likewise, GST issues a separately designated series of shares of beneficial interest representing the interests in each GST Fund.
      The Parties wish to conclude a series of business combination transactions under the terms set forth in this Agreement in which: (1) all of the Fund Assets of each Multimanager Fund will be transferred to the GST Fund set forth opposite its name on Exhibit A attached hereto (a “corresponding” GST Fund) in exchange for Institutional shares, Class A shares, Class B shares and Class C shares of the corresponding GST Fund and the assumption by that GST Fund of all of that Multimanager Fund’s Liabilities, and (2) Institutional shares, Class A shares, Class B shares, Class C, and Class A shares will be distributed to holders of Class Y shares, Class A shares, Class B shares, Class C shares, and Class P shares, respectively, of such Multimanager Fund in complete liquidation of such Multimanager Fund, all upon the terms and conditions set forth in this Agreement (the “Reorganization”).
      The Parties intend this Agreement to be, and adopt it as, a plan of reorganization within the meaning of the regulations under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
      The Board of Trustees of Multimanager Trust (the “Multimanager Trust Board”), including a majority of trustees who are not “interested persons” (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”)) (“Independent Trustees”) of Multimanager Trust, has determined with respect to each Multimanager Fund that: (1) participation in its Fund Transaction (as defined in paragraph 1.1) is in the best interests of such Multimanager Fund, and (2) the interests of existing shareholders of such Multimanager Fund will not be diluted as a result of its effecting its Fund Transaction.
      The Board of Trustees of GST (the “GST Board”), including a majority of Independent Trustees of GST, has determined with respect to each GST Fund that: (1) participation in its Fund Transaction is in the best interests of such GST Fund, and (2) the interests of existing shareholders of such GST Fund will not be diluted as a result of its effecting its Fund Transaction.
      NOW THEREFORE, in consideration of the mutual promises, representations, and warranties made herein, covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and

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sufficiency of which are acknowledged, the Parties, and AXA and GSAM to the extent indicated above, intending to be legally bound hereby, agree as follows:
ARTICLE I
THE REORGANIZATION AND FUND TRANSACTIONS
      1.1 The Reorganization and Fund Transactions. In accordance with Title 12 of the Delaware Code (the “Delaware Law”) and the Agreement and Declaration of Trust and by-laws, as they may be amended from time to time, of Multimanager Trust (“Multimanager Governing Documents”), at the Effective Time (as defined below), upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties contained herein, Multimanager Trust shall assign, deliver and otherwise transfer all of the Fund Assets of each Multimanager Fund, subject to all of the Liabilities of such Multimanager Fund, to GST on behalf of the GST Fund set forth opposite such Multimanager Fund on Exhibit A attached hereto (each such Multimanager Fund and its corresponding GST Fund, a “Transaction Party” of the other), and GST shall assume all of the Liabilities of each Multimanager Fund on behalf of its GST Fund Transaction Party. In consideration of the foregoing, GST shall, on behalf of each GST Fund, at the Effective Time deliver to Multimanager Trust on behalf of each Multimanager Fund set forth opposite such GST Fund on Exhibit A, full and fractional (to the third decimal place) Institutional shares, Class A shares, Class B shares and Class C shares of such GST Fund. The number of shares of each such class of each such GST Fund shall be determined as set forth in paragraph 2.3 by dividing (a) the value of the Fund Assets attributable to the class of its Multimanager Fund Transaction Party set forth opposite its name on Exhibit A attached hereto, net of such Multimanager Fund’s Known Liabilities attributable to such class (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 2.1), by (b) the net asset value of one share of such class of such GST Fund (computed as of the Valuation Time in the manner set forth in paragraph 2.2). (Each such transaction between a Multimanager Fund and its GST Fund Transaction Party is hereinafter referred to as a “Fund Transaction”). At and after the Effective Time, all of the Fund Assets of each Multimanager Fund shall become and be included in the Fund Assets of its GST Fund Transaction Party and the Liabilities of each Multimanager Fund shall become and be the Liabilities of and shall attach to its GST Fund Transaction Party. At and after the Effective Time, the Liabilities of each Multimanager Fund may be enforced only against its GST Fund Transaction Party to the same extent as if such Liabilities had been incurred by such GST Fund Transaction Party subject to any defense and/or set off that Multimanager Trust or such Multimanager Fund was entitled to assert immediately prior to the Effective Time and further subject to any defense and/or setoff that GST or a GST Fund may from time to time be entitled to assert.
      1.2 Multimanager Fund Assets.
           (a) At least fifteen Business Days prior to the Valuation Time, Multimanager Trust will provide GST with a schedule of the securities and other assets and Known Liabilities of each Multimanager Fund. Prior to the execution of this Agreement, GST has provided Multimanager Trust with a copy of the current investment objective, investment policies, principal investment strategies, and restrictions applicable to each GST Fund (including restrictions applicable to GSAM arising as a result of the investment activities of Goldman, Sachs & Co. and its Affiliates for proprietary accounts and other clients) and GST will provide Multimanager Trust with a written notice of any changes thereto until the Valuation Time. Multimanager Trust reserves the right to sell any of the securities or other assets shown on the list for any Multimanager Fund prior to the Valuation Time but will not, without the prior approval of GST, acquire any additional securities other than securities which the Multimanager Fund’s Transaction Party may purchase in accordance with its stated investment objective and policies.
           (b) At least ten Business Days prior to the Valuation Time, GST will advise Multimanager Trust of any investments of a Multimanager Fund shown on the Multimanager Fund’s schedule provided pursuant to paragraph (a) which the Multimanager Fund Transaction Party would not be permitted to hold (i) under its investment objective, principal investment strategies or investment restrictions; (ii) under applicable Law; or (iii) because the transfer of such investments would result in material operational or administrative difficulties to GST in connection with facilitating the orderly transition of the Multimanager Fund’s Fund Assets. Under such

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circumstances, to the extent practicable, Multimanager Trust will, if requested by GST and, to the extent permissible and consistent with its own investment objectives and policies and the fiduciary duties of the investment sub-adviser responsible for the portfolio management of the Multimanager Fund, dispose of such investments prior to the Valuation Time. In addition, if it is determined that the portfolios of two Transaction Parties, when aggregated, would contain investments exceeding certain percentage limitations to which a GST Fund is or will be subject with respect to such investments, Multimanager Trust will, if requested by GST and, to the extent permissible and consistent with its own investment objectives and policies and the fiduciary duties of AXA or the investment sub-adviser responsible for the portfolio management of the Multimanager Fund, dispose of and/or reinvest a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Effective Time. Notwithstanding the foregoing, nothing herein will require a Multimanager Fund to dispose of any portfolio securities or other investments, if, in the reasonable judgment of the Multimanager Funds’ Board or Multimanager Trust’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of a Multimanager Fund.
      1.3 Assumption of Liabilities. Multimanager Trust will, to the extent permissible and consistent with its own investment objectives and policies, use its best efforts to discharge all of the Known Liabilities of each Multimanager Fund prior to or at the Effective Time. GST, on behalf of each GST Fund, will assume all of the Liabilities of the Multimanager Fund Transaction Party of such GST Fund. If prior to the Effective Time either Party identifies a Liability that the Parties mutually agree should not be assumed by GST, such Liability shall be excluded from the definition of Liabilities hereunder and shall be listed on a Schedule of Excluded Liabilities to be signed by the Parties at the Closing (the “Excluded Liabilities”). Certain Liabilities that would otherwise be listed as Excluded Liabilities may be assumed by GST on the condition that GST and the GST Funds be indemnified in writing to their reasonable satisfaction by AXA against any and all losses, claims, damages or liability that GST and the GST Funds may become subject to as a result of assuming such Liability. GST shall not assume any Liability for any obligation of Multimanager Trust to file reports with the SEC, Internal Revenue Service or other regulatory or tax authority covering any reporting period ending prior to or at the Effective Time with respect to Multimanager Trust or any Multimanager Fund.
      1.4 Distribution of GST Shares. Immediately upon receipt, Multimanager Trust, on behalf of each Multimanager Fund, will distribute the Institutional shares, Class A shares, Class B shares, Class C shares and Class A shares of such Multimanager Fund’s Transaction Party received by Multimanager Trust from GST pursuant to paragraph 1.1 (the “GST Shares”), pro rata to the record holders of the Class Y shares, Class A shares, Class B shares, Class C shares and Class P shares, respectively, of such Multimanager Fund determined as of the Valuation Time in complete liquidation of such Multimanager Fund. Such distribution will be accomplished by an instruction, signed by an appropriate officer of Multimanager Trust, to transfer the GST Shares then credited to each Multimanager Fund’s account on the Books and Records of GST and to open accounts on the Books and Records of GST established and maintained by GST’s transfer agent in the names of record holders of each class of shares of such Multimanager Fund and representing the respective pro rata number of each class of such GST Shares due to such record holder. All issued and outstanding Multimanager Trust shares will be cancelled promptly by Multimanager Trust on Multimanager Trust’s Books and Records. Any such shares issued and outstanding prior to such cancellation shall thereafter represent only the right to receive the GST Shares issued to such Multimanager Fund in accordance with paragraph 1.1 above. In addition, each record holder of a Multimanager Fund shall have the right to receive any unpaid dividends or other distributions which were declared with respect to his/her or its shares of such Multimanager Fund at or before the Valuation Time.
      1.5 Liquidation of Multimanager Funds. As soon as conveniently practicable after the distribution of GST Shares pursuant to paragraph 1.4 has been made, Multimanager Trust shall take, in accordance with Delaware Law, the 1940 Act and the Multimanager Governing Documents, all steps as may be necessary or appropriate to effect a complete liquidation and termination of each Multimanager Fund that consummates a Fund Transaction.
      1.6 Transfer Taxes. Any transfer taxes payable on issuance of GST Shares in a name other than that of the record holder of Multimanager Trust shares on Multimanager Trust’s Books and Records shall be paid by the Person to whom such GST Shares are issued and transferred, as a condition of that transfer.

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ARTICLE II
VALUATION
      2.1 Net Asset Value of the Multimanager Funds. The net asset value of a share of each class of each Multimanager Fund shall be the net asset value computed as of the Valuation Time, after the declaration and payment of any dividends and/or other distributions on the date thereof, using the valuation procedures described in the then-current prospectus and statement of additional information of its GST Fund Transaction Party as supplemented from time to time.
      2.2 Net Asset Value of the GST Funds. The net asset value of a share of each class of each GST Fund shall be the net asset value computed as of the Valuation Time after the declaration and payment of any dividends and/or other distributions on the date thereof, using the valuation procedures set forth in the GST Fund’s then-current prospectus and statement of additional information.
      2.3 Calculation of Number of GST Shares. (a) The number of GST Fund Institutional shares to be issued (including fractional shares (to the third decimal place), if any) in connection with a Fund Transaction shall be determined by dividing the value of the net assets of the Multimanager Fund participating therein attributable to Class Y shares, determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per Institutional share of its GST Fund Transaction Party determined in accordance with the valuation procedures referred to in paragraph 2.2.
           (b) The number of GST Fund Class A shares to be issued (including fractional shares (to the third decimal place), if any) in connection with a Fund Transaction shall be determined by dividing the value of the net assets of the Multimanager Fund participating therein attributable to (i) Class A shares, determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per Class A share of its GST Fund Transaction Party determined in accordance with the valuation procedures referred to in paragraph 2.2 and (ii) Class P shares, determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per Class A share of its GST Fund Transaction Party determined in accordance with the valuation procedures referred to in paragraph 2.2.
           (c) The number of GST Fund Class B shares to be issued (including fractional shares (to the third decimal place), if any) in connection with a Fund Transaction shall be determined by dividing the value of the net assets of the Multimanager Fund participating therein attributable to Class B shares, determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per Class B share of its GST Fund Transaction Party determined in accordance with the valuation procedures referred to in paragraph 2.2.
           (d) The number of GST Fund Class C shares to be issued (including fractional shares (to the third decimal place), if any) in connection with a Fund Transaction shall be determined by dividing the value of the net assets of the Multimanager Fund participating therein attributable to Class C shares, determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per Class C share of its GST Fund Transaction Party determined in accordance with the valuation procedures referred to in paragraph 2.2.
      2.4 Joint Direction of Calculation. All computations of net asset value and the value of securities transferred under this Article II shall be made by State Street Bank and Trust Company (“State Street”) and JP Morgan Chase Bank, N.A. (“JP Morgan”) under the joint direction of the following entities, in accordance with their regular practice and the requirements of the 1940 Act: (a) AXA, the investment adviser to the Multimanager Funds; and (b) GSAM, the investment adviser to the GST Funds. Multimanager Trust and GST agree to use all commercially reasonable efforts to resolve prior to the Valuation Time any material pricing differences between the prices of portfolio securities determined in accordance with the pricing policies and procedures of a Multimanager Fund and those determined in accordance with the pricing policies and procedures of its GST Fund Transaction Party.
      2.5 Valuation Time. The valuation time shall be the close of regular trading on the New York Stock Exchange (“NYSE”) on the Business Day preceding the Effective Time, or such earlier or later date and time as may be mutually agreed in writing by an authorized officer of each of the Parties (the “Valuation Time”).

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ARTICLE III
EFFECTIVE TIME AND CLOSING
      3.1 Effective Time and Closing. Subject to the terms and conditions set forth herein, each Fund Transaction shall occur immediately prior to the opening of business on April 30, 2007, or on such other date as may be mutually agreed in writing by an authorized officer of each Party (the “Effective Time”). To the extent any Fund Assets are, for any reason, not transferred at the Effective Time, Multimanager Trust shall cause such Fund Assets to be transferred in accordance with this Agreement at the earliest practical date thereafter. The closing of the Fund Transactions will take place at the offices of Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry Streets, Philadelphia, PA 19103, or at such other place as may be mutually agreed in writing by an authorized officer of each Party, at the Effective Time (the “Closing”).
      3.2 Transfer and Delivery of Fund Assets. Multimanager Trust shall direct JP Morgan, as custodian for Multimanager Trust, to deliver to GST at the Closing a certificate of an authorized officer certifying that: (a) JP Morgan delivered the Fund Assets of each Multimanager Fund to the corresponding GST Fund at the Effective Time; and (b) all necessary taxes in connection with the delivery of such Fund Assets, including all applicable foreign, federal and state stock transfer stamps and any other stamp duty taxes, if any, have been paid or provision (as reasonably estimated) for payment has been made. At least three Business Days prior to the Effective Time, JP Morgan shall present for examination those Fund Assets represented by certificate or other written instrument to those Persons who have primary responsibility for the safekeeping of the assets of the GST Funds at State Street, as custodian of GST on behalf of the GST Funds with the principal place of business at 225 Franklin Street, Boston, Massachusetts 02110. At the Effective Time, Multimanager Trust shall endorse and deliver, or transfer by appropriate transfer or assignment documents, such certificates and other written instruments as of the Effective Time for the account of the appropriate GST Fund in proper form for transfer and in such condition as to constitute good delivery thereof in accordance with the customs of brokers. JP Morgan shall deliver other Fund Assets to those Persons who have primary responsibility for the safekeeping of the GST Funds at State Street as of the Effective Time by book entry, in accordance with the customary practices of JP Morgan and of each securities depository (as defined in Rule 17f-4 and Rule 17f-7 under the 1940 Act) in which such Fund Assets are held. Any cash to be transferred by a Multimanager Fund to a GST Fund shall be delivered by wire transfer of federal funds at the Effective Time pursuant to instructions provided by GST.
      3.3 GST Share Records. GST shall deliver to the Secretary of Multimanager Trust at the Closing a confirmation evidencing that: (a) the appropriate number of each class and series of GST Shares have been credited to the account of each Multimanager Fund on the Books and Records of the Multimanager Fund’s Transaction Party pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4, and (b) the appropriate number of each class and series of GST Shares have been credited to the accounts of record holders of Multimanager Trust shares on the Books and Records of GST pursuant to paragraph 1.4.
      3.4 Postponement of Valuation Time and Effective Time. If immediately prior to the Valuation Time: (a) the NYSE or another primary trading market for portfolio securities of a GST Fund or a Multimanager Fund is closed to trading, or trading thereupon is restricted, or (b) trading or the reporting of trading on such market is disrupted so that, in the judgment of an appropriate officer of Multimanager Trust or GST, accurate appraisal of the value of the net assets of a GST Fund or Multimanager Fund is impracticable, the Valuation Time for the Fund Transaction involving that GST Fund or Multimanager Fund shall be postponed until the first Business Day that is a Friday (or a Thursday if that Friday is not a Business Day) after the day when trading shall have been fully resumed and reporting shall have been restored, and the Effective Time shall be postponed until the first Business Day after such Valuation Time, or such later dates as may be mutually agreed in writing by an authorized officer of each Party.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
      4.1 Representations and Warranties of Multimanager Trust. Multimanager Trust, severally on behalf of each of the Multimanager Funds, hereby represents and warrants to GST, on behalf of the GST Funds, as follows, which representations and warranties shall be true and correct on the date hereof:
           (a) Multimanager Trust is a statutory trust duly organized, validly existing and in good standing under the Laws of the State of Delaware and is duly qualified, licensed or admitted to do business and is in good standing as a foreign association under the Laws of each jurisdiction in which the nature of the business conducted by it makes such qualification, licensing or admission necessary, except in such jurisdictions where the failure to be so qualified, licensed or admitted and in good standing would not, individually or in the aggregate, have a Material Adverse Effect on its properties or assets or the properties or assets of any Multimanager Fund. Multimanager Trust has full power under the Multimanager Governing Documents to conduct its business as it is now being conducted and to own the properties and assets it now owns for itself and on behalf of each Multimanager Fund. Multimanager Trust has all necessary authorizations, licenses and approvals from any applicable Governmental or Regulatory Body necessary to carry on its business as such business is now being carried on except authorizations, licenses and approvals that the failure to so obtain would not have a Material Adverse Effect on Multimanager Trust.
           (b) The execution, delivery and performance of this Agreement by Multimanager Trust on behalf of each Multimanager Fund and the consummation of the transactions contemplated herein have been duly and validly authorized by the Multimanager Trust Board, and the Multimanager Trust Board has approved the Fund Transactions and has resolved to recommend each Fund Transaction to the shareholders of the applicable Multimanager Fund and to call a special meeting of shareholders of each Multimanager Fund for the purpose of approving this Agreement and the Fund Transaction contemplated thereby for that Fund. Other than the approval by the requisite vote of the shareholders of the outstanding shares of each Multimanager Fund in accordance with the provisions of the Multimanager Governing Documents, applicable Delaware Law and the 1940 Act, no other action on the part of Multimanager Trust or its shareholders, or the shareholders of each Multimanager Fund, is necessary to authorize the execution, delivery and performance of this Agreement by Multimanager Trust on behalf of each Multimanager Fund or the consummation of each Fund Transaction contemplated herein. This Agreement has been duly and validly executed and delivered by Multimanager Trust on behalf of each Multimanager Fund, and assuming due authorization, execution and delivery hereof by GST, is a legal, valid and binding obligation of Multimanager Trust, as it relates to each Multimanager Fund, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting creditors’ rights, to general equity principles and to any limitations on indemnity as may be required under federal and state securities Laws).
           (c) The authorized capital of Multimanager Trust consists of an unlimited number of shares of beneficial interest with a par value of one-tenth of one cent ($0.001) per share. Each class and series of shares has been duly established and represents a fractional undivided interest in one of the Multimanager Funds. The issued and outstanding Multimanager Trust shares of each class and series are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants or other rights of any kind to acquire from Multimanager Trust any shares of any series or equity interests of any Multimanager Fund or securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is Multimanager Trust committed to issue any share appreciation or similar rights or options, warrants, rights or securities in connection with any series of shares. Multimanager Trust has no share certificates outstanding.
           (d) Multimanager Trust has no subsidiaries.
           (e) Except for consents, approvals, or waivers to be received prior to the Effective Time, including shareholder approval by each Multimanager Fund, and upon the effectiveness of the Registration Statement (as defined below), the execution, delivery and performance of this Agreement by Multimanager Trust for itself and on behalf of each Multimanager Fund does not, and the consummation of the transactions contemplated herein

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will not: (i) violate or conflict with the terms, conditions or provisions of the Multimanager Governing Documents, or of any material contract, agreement, indenture, instrument, or other undertaking to which it is a party or by which it or a Multimanager Fund is bound, (ii) result in the acceleration of any obligation, or the imposition of any penalty, under any material agreement, indenture, instrument, contract, lease or other undertaking to which Multimanager Trust is a party or by which it or a Multimanager Fund is bound, (iii) result in a breach or violation by Multimanager Trust or any Multimanager Fund of any terms, conditions, or provisions of any Law or Order, or (iv) require any consent or approval of, filing with or notice to, any Governmental or Regulatory Body.
           (f) (i) Prior to the execution of this Agreement, Multimanager Trust has delivered to GST true and complete copies of the audited statements of assets and liabilities of each of the Multimanager Funds as of October 31, 2005 or a later date if available prior to the date hereof, and the related audited schedules of investments, statements of income and changes in net assets and financial highlights for the periods then ended as well as the unaudited schedules of assets and liabilities of each of the Multimanager Funds dated as of April 30, 2006 and the related unaudited schedules of investments, statements of income and changes in net assets and financial highlights for the period then ended.
                (ii) Except as set forth in the notes thereto, all such financial statements were prepared in accordance with U.S. generally accepted accounting principles, consistently applied throughout the periods then ended, and fairly present the financial condition and results of operations of each Multimanager Fund as of the respective dates thereof and for the respective periods covered thereby subject, in the case of the unaudited financial statements, to normal year-end audit adjustments.
                (iii) To the best of Multimanager Trust’s Knowledge, except as reflected or reserved against in the statement of assets and liabilities included in each Multimanager Fund’s audited financial statements as of October 31, 2005 or unaudited financial statements as of April 30, 2006, as the case may be, or in the notes thereto, or as previously disclosed in writing to GST, there are no liabilities against, relating to or affecting a Multimanager Fund or any of its properties and assets, other than those incurred in the ordinary course of business consistent with past practice, which, individually or in the aggregate, would have a Material Adverse Effect on Multimanager Trust or its properties or assets or on any Multimanager Fund or such Multimanager Fund’s properties or assets. In particular, since October 31, 2005 to the best of Multimanager Trust’s Knowledge and except as disclosed in writing to GST or in any of the Multimanager Funds’ prospectuses and statement of additional information as in effect on the date of this Agreement, there has not been any change in the financial condition, properties, assets, liabilities or business of any Multimanager Fund that would have a Material Adverse Effect on Multimanager Trust or its properties or assets or on any Multimanager Fund or such Multimanager Fund’s properties or assets other than changes occurring in the ordinary course of business.
                (iv) As of the date hereof, except as previously disclosed to GST in writing or as disclosed in any of the Multimanager Funds’ prospectuses and statements of additional information as in effect on the date of this Agreement, and except as have been corrected as required by applicable Law, and to the best of Multimanager Trust’s Knowledge, there have been no material miscalculations of the net asset value of any Multimanager Fund or the net asset value per share of any class or series of shares during the twelve-month period preceding the date hereof which would have a Material Adverse Effect on such Multimanager Fund or its properties or assets, and all such calculations have been made in accordance with the applicable provisions of the 1940 Act.
           (g) The minute books and other similar records of Multimanager Trust as made available to GST prior to the execution of this Agreement contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the shareholders of Multimanager Trust and of each Multimanager Fund, the Multimanager Trust Board and committees of the Multimanager Trust Board. The stock transfer ledgers and other similar records of Multimanager Trust and of each Multimanager Fund as made available to GST prior to the execution of this Agreement accurately reflect all record transfers prior to the execution of this Agreement in the shares of Multimanager Trust.

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           (h) Multimanager Trust and each Multimanager Fund have maintained, or caused to be maintained on its behalf, in all material respects, all Books and Records required of a registered investment company in compliance with the requirements of Section 31 of the 1940 Act and rules thereunder.
           (i) Except as set forth in writing to GST and GSAM, there is no Action or Proceeding pending against Multimanager Trust, a Multimanager Fund or AXA (with respect to Multimanager Trust or a Multimanager Fund) or, to the best of Multimanager Trust’s or AXA’s Knowledge, threatened against, relating to or affecting, Multimanager Trust, a Multimanager Fund or AXA (with respect to Multimanager Trust or a Multimanager Fund).
           (j) No agent, broker, finder or investment or commercial banker, or other Person or firm engaged by or acting on behalf of Multimanager Trust or a Multimanager Fund in connection with the negotiation, execution or performance of this Agreement or any other agreement contemplated hereby, or the consummation of the transactions contemplated hereby, is or will be entitled to any broker’s or finder’s or similar fees or other commissions as a result of the consummation of such transactions.
           (k) Multimanager Trust is registered with the SEC as an open-end management investment company under the 1940 Act, and its registration with the SEC as such an investment company is in full force and effect, and each Multimanager Fund is a separate series of Multimanager Trust duly designated in accordance with the applicable provisions of the Multimanager Governing Documents and the 1940 Act;
           (l) As of the date hereof, all federal and other tax returns, dividend reporting forms, and other tax-related reports of each Multimanager Fund required by Law to have been filed by such date (including any extensions) have been filed and are correct in all material respects, and all federal and other taxes shown as due on such returns and reports have been paid or provision has been made on the respective Fund’s Books and Records for the payment thereof and, to the best of Multimanager Trust’s Knowledge, no such return is currently under audit or has been threatened with an audit and no assessment has been asserted with respect to such returns. To Multimanager Trust’s Knowledge, there are no levies, liens, or other encumbrances relating to taxes existing, threatened or pending with respect to the properties or assets of Multimanager Trust (or with respect to any properties or assets of any Multimanager Fund). As of the date hereof, Multimanager Trust has adequately provided for all tax liabilities on its Books and Records.
           (m) For each taxable year of its operation (including the taxable year ending at the Effective Time each Multimanager Fund has met (or will meet) the requirements of Subchapter M of Chapter 1 of the Code for qualification as a regulated investment company and has elected to be such, and has been (or will be) eligible to and has computed (or will compute) its federal income tax under Section 852 of the Code. Each Multimanager Fund currently qualifies, and from the date of this Agreement until the Effective Time shall not take any action inconsistent with such qualification, as a regulated investment company under the Code.
           (n) All issued and outstanding shares of each Multimanager Fund have been offered and sold in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities Laws, are registered under the 1933 Act and under the Laws of all jurisdictions in which registration is or was required, except as may have been previously disclosed to GST in writing. Such registrations are, in all material respects, complete, current and have been continuously effective, and all fees required to be paid have been paid. Multimanager Trust, and each of the Multimanager Funds, is not subject to any “stop order” and is, and was, fully qualified to sell its shares in each jurisdiction in which such shares are being, or were, registered and sold.
           (o) The current prospectuses and statement of additional information of Multimanager Trust, including amendments and supplements thereto, and each prospectus and statement of additional information of Multimanager Trust used at all times during the past three years prior to the date of this Agreement conform, or conformed at the time of its or their use, in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder, and do not, or did not, as of their dates of distribution to the public, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. Each Multimanager Fund currently complies in all material

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respects with all investment objectives, policies, guidelines and restrictions and any compliance procedures established by Multimanager Trust with respect to such Multimanager Fund.
           (p) The combined proxy statement and prospectus and statement of additional information (collectively, the “Proxy Statement/ Prospectus”) to be included in GST’s registration statement on Form N-14 (the “Registration Statement”) and filed in connection with this Agreement, and the documents incorporated therein by reference and any amendment or supplement thereto, each comply or will comply in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder on the effective date of such Registration Statement. Each of the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto, insofar as it relates to Multimanager Trust and the Multimanager Funds, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading on the effective date of such Registration Statement; provided, however, that Multimanager Trust makes no representations or warranties as to the information contained in the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto in reliance upon and in conformity with information relating to GST or the GST Funds and furnished by GST to Multimanager Trust specifically for use in connection with the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto.
           (q) Except as previously disclosed in writing to GST, at the Effective Time, Multimanager Trust and each Multimanager Fund will have good and marketable title to its Fund Assets and full right, power, and authority to sell, assign, transfer and, upon delivery and payment for the Fund Assets, deliver such Fund Assets, free and clear of all liens, mortgages, pledges, encumbrances, charges, claims and equities, and subject to no restrictions on the subsequent transfer thereof (other than any Fund Assets consisting of restricted securities).
           (r) Multimanager Trust has adopted and implemented written policies and procedures in accordance with Rule 38a-1 under the 1940 Act.
           (s) Except as disclosed in writing to GST, to the best of Multimanager Trust’s Knowledge, no events have occurred and no issues, conditions or facts have arisen which either individually or in the aggregate have had a Material Adverse Effect on Multimanager Trust or a Multimanager Fund.
      4.2 Representations and Warranties of GST. GST, severally on behalf of each of the GST Funds, hereby represents and warrants to Multimanager Trust, on behalf of the Multimanager Funds, as follows, which representations and warranties shall be true and correct on the date hereof:
           (a) GST is a statutory trust duly organized, validly existing and in good standing under the Laws of the State of Delaware and is duly qualified, licensed or admitted to do business and is in good standing as a foreign association under the Laws of each jurisdiction in which the nature of the business conducted by it makes such qualification, licensing or admission necessary, except in such jurisdictions where the failure to be so qualified, licensed or admitted and in good standing would not, individually or in the aggregate, have a Material Adverse Effect on its properties or assets or the properties or assets of any GST Fund. GST has full power under its Agreement and Declaration of Trust dated January 28, 1997, as amended from time to time, and amended and restated by-laws (“GST Governing Documents”) to conduct its business as it is now being conducted and to own the properties and assets it now owns for itself and on behalf of each GST Fund. GST has all necessary authorizations, licenses and approvals from any applicable Governmental or Regulatory Body necessary to carry on its business as such business is now being carried on except authorizations, licenses and approvals that the failure to so obtain would not have a Material Adverse Effect on GST.
           (b) The execution, delivery and performance of this Agreement by GST on behalf of each GST Fund and the consummation of the transactions contemplated herein have been duly and validly authorized by the GST Board and the GST Board has approved the Fund Transactions. No other action on the part of GST or its shareholders, or the shareholders of each GST Fund, is necessary to authorize the execution, delivery and performance of this Agreement by GST on behalf of each GST Fund or the consummation of each Fund Transaction contemplated herein. This Agreement has been duly and validly executed and delivered by GST

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on behalf of each GST Fund, and assuming due authorization, execution and delivery hereof by Multimanager Trust, is a legal, valid and binding obligation of GST, as it relates to each GST Fund, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting creditors’ rights, to general equity principles and to any limitations on indemnity as may be required under federal and state securities Laws).
           (c) The authorized capital of GST consists of an unlimited number of shares of beneficial interest with a par value of one-tenth of one cent ($0.001) per share. Each class and series of shares has been duly established and represents a fractional undivided interest in one of the GST Funds. The issued and outstanding GST shares of each class and series are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants or other rights of any kind to acquire from GST any shares of any series or equity interests of any GST Fund or securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is GST committed to issue any share appreciation or similar rights or options, warrants, rights or securities in connection with any series of shares. GST has no share certificates outstanding.
           (d) GST has no subsidiaries.
           (e) Except for consents, approvals, or waivers to be received prior to the Effective Time, including shareholder approval by each Multimanager Fund, and upon the effectiveness of the Registration Statement, the execution, delivery and performance of this Agreement by GST for itself and on behalf of each GST Fund does not, and the consummation of the transactions contemplated herein will not: (i) violate or conflict with the terms, conditions or provisions of the GST Governing Documents, or of any material contract, agreement, indenture, instrument, or other undertaking to which it is a party or by which it or a GST Fund is bound, (ii) result in the acceleration of any obligation, or the imposition of any penalty, under any material agreement, indenture, instrument, contract, lease or other undertaking to which GST is a party or by which it or a GST Fund is bound, (iii) result in a breach or violation by GST or any GST Fund of any terms, conditions, or provisions of any Law or Order, or (iv) require any consent or approval of, filing with or notice to, any Governmental or Regulatory Body.
           (f) (i) Prior to the execution of this Agreement, GST has delivered to Multimanager Trust true and complete copies of the audited statements of assets and liabilities of each of the Goldman Sachs Structured U.S. Equity, Structured Large Cap Growth, Growth Opportunities, Mid Cap Value, Structured Large Cap Value, and Structured International Equity Funds dated as of August 31, 2005 or a later date if available prior to the date hereof; and Goldman Sachs Tollkeeper Fund, Equity Growth Strategy Portfolio, Balanced Strategy Portfolio, Growth and Income Strategy Portfolio, and Growth Strategy Portfolio dated as of December 31, 2005, and the related audited schedules of investments, statements of income and changes in net assets and financial highlights for the periods then ended as well as the unaudited schedules of assets and liabilities of each of the Goldman Sachs Structured U.S. Equity, Structured Large Cap Growth, Growth Opportunities, Mid Cap Value, Structured Large Cap Value and Structured International Equity Funds, dated as of February 28, 2006 and Goldman Sachs Tollkeeper Fund, Equity Growth Strategy Portfolio, Balanced Strategy Portfolio, Growth and Income Strategy Portfolio, and Growth Strategy Portfolio, dated as of June 30, 2006, and the related unaudited schedules of investments, statements of income and changes in net assets and financial highlights for the periods then ended.
                (ii) Except as set forth in the notes thereto, all such financial statements were prepared in accordance with U.S. generally accepted accounting principles, consistently applied throughout the periods then ended, and fairly present the financial condition and results of operations of each GST Fund as of the respective dates thereof and for the respective periods covered thereby subject, in the case of the unaudited financial statements, to normal year-end audit adjustments.
                (iii) To the best of GST’s Knowledge, except as reflected or reserved against in the statement of assets and liabilities included in each GST Fund’s audited financial statements as of August 31, 2005 and December 31, 2005, or unaudited financial statements as of February 28, 2006 or June 30, 2006, as the case may be, or in the notes thereto, or as previously disclosed in writing to Multimanager Trust, there are no liabilities against, relating to or affecting an GST Fund or any of its properties and assets, other than those incurred in the ordinary course of business consistent with past practice, which, individually or in the aggregate, would have a

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Material Adverse Effect on GST or its properties or assets or on any GST Fund or such GST Fund’s properties or assets. In particular, since the last fiscal year end of each GST Fund, to the best of GST’s Knowledge and except as disclosed in writing to Multimanager Trust or in any of the GST Fund’s prospectuses or statements of additional information as in effect on the date of this Agreement, there has not been any change in the financial condition, properties, assets, liabilities or business of any GST Fund that would have a Material Adverse Effect on GST or its properties or assets or on any GST Fund or such GST Fund’s properties or assets other than changes occurring in the ordinary course of business.
                (iv) As of the date hereof, except as previously disclosed to Multimanager Trust in writing or as disclosed in any of the GST Funds’ prospectuses and statements of additional information as in effect on the date of this Agreement, and except as have been corrected as required by applicable Law, and to the best of GST’s Knowledge, there have been no material miscalculations of the net asset value of any GST Fund or the net asset value per share of any class or series of shares during the twelve-month period preceding the date hereof which would have a Material Adverse Effect on such GST Fund or its properties or assets, and all such calculations have been made in accordance with the applicable provisions of the 1940 Act.
           (g) The minute books and other similar records of GST as made available to Multimanager Trust prior to the execution of this Agreement contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the shareholders of GST and of each GST Fund, the GST Board and committees of the GST Board. The stock transfer ledgers and other similar records of GST and of each GST Fund as made available to Multimanager Trust prior to the execution of this Agreement accurately reflect all record transfers prior to the execution of this Agreement in the shares of GST.
           (h) GST and each GST Fund have maintained, or caused to be maintained on its behalf, in all material respects, all Books and Records required of a registered investment company in compliance with the requirements of Section 31 of the 1940 Act and rules thereunder.
           (i) Except as set forth in writing to Multimanager Trust and AXA, there is no Action or Proceeding pending against GST, a GST Fund or GSAM (with respect to GST or a GST Fund) or, to the best of GST’s or GSAM’s Knowledge, threatened against, relating to or affecting, GST, a GST Fund or GSAM (with respect to GST or a GST Fund).
           (j) No agent, broker, finder or investment or commercial banker, or other Person or firm engaged by or acting on behalf of GST or a GST Fund in connection with the negotiation, execution or performance of this Agreement or any other agreement contemplated hereby, or the consummation of the transactions contemplated hereby, is or will be entitled to any broker’s or finder’s or similar fees or other commissions as a result of the consummation of such transactions.
           (k) GST is registered with the SEC as an open-end management investment company under the 1940 Act, and its registration with the SEC as such an investment company is in full force and effect, and each GST Fund is a separate series of GST duly designated in accordance with the applicable provisions of the GST Governing Documents and the 1940 Act;
           (l) As of the date hereof, all federal and other tax returns, dividend reporting forms, and other tax-related reports of each GST Fund required by Law to have been filed by such date (including any extensions) have been filed and are correct in all material respects, and all federal and other taxes shown as due on such returns and reports have been paid or provision has been made on the respective Fund’s Books and Records for the payment thereof and, to the best of GST’s Knowledge, no such return is currently under audit or has been threatened with an audit and no assessment has been asserted with respect to such returns. To GST’s Knowledge, there are no levies, liens, or other encumbrances relating to taxes existing, threatened or pending with respect to the properties or assets of GST (or with respect to any properties or assets of any GST Fund). As of the date hereof, GST has adequately provided for all tax liabilities on its Books and Records.
           (m) For each taxable year of its operation, each GST Fund has met the requirements of Subchapter M of Chapter 1 of the Code for qualification as a regulated investment company and has elected to be such, and has been eligible to and has computed its federal income tax under Section 852 of the Code. Each GST Fund

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currently qualifies, and from the date of this Agreement until the Effective Time shall not take any action inconsistent with such qualification, as a regulated investment company under the Code.
           (n) All issued and outstanding shares of each GST Fund have been offered and sold in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities Laws, are registered under the 1933 Act and under the Laws of all jurisdictions in which registration is or was required, except as may have been previously disclosed to Multimanager Trust in writing. Such registrations are, in all material respects, complete, current and have been continuously effective, and all fees required to be paid have been paid. GST, and each of the GST Funds, is not subject to any “stop order” and is, and was, fully qualified to sell its shares in each jurisdiction in which such shares are being, or were, registered and sold.
           (o) The shares of each GST Fund to be issued and delivered to Multimanager Trust for the account of each Multimanager Fund (and to be distributed immediately thereafter to its shareholders) pursuant to the terms of this Agreement will have been duly authorized at the Effective Time and, when so issued and delivered, will be registered under the 1933 Act, duly and validly issued, fully paid and non-assessable and no shareholder of a GST Fund shall have any statutory or contractual preemptive right of subscription or purchase in respect thereof.
           (p) The current prospectus and statement of additional information of each GST Fund, including amendments and supplements thereto, and each prospectus and statement of additional information of the GST Funds used at all times during the past three years prior to the date of this Agreement, conform, or conformed at the time of its use, in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder, and do not, or did not, as of their dates of distribution to the public, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. Each GST Fund currently complies in all material respects with all investment objectives, policies, guidelines and restrictions and any compliance procedures established by GST with respect to such GST Fund.
           (q) The Proxy Statement/ Prospectus to be included in the Registration Statement and filed in connection with this Agreement, and the documents incorporated therein by reference and any amendment or supplement thereto, each comply or will comply in all material respects with the applicable requirements of the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder on the effective date of such Registration Statement. Each of the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto, insofar as it relates to GST and the GST Funds, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading on the effective date of such Registration Statement; provided, however, that GST makes no representations or warranties as to the information contained in the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto in reliance upon and in conformity with information relating to Multimanager Trust or the Multimanager Funds and furnished by Multimanager Trust to GST specifically for use in connection with the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto.
           (r) GST has adopted and implemented written policies and procedures in accordance with Rule 38a-1 under the 1940 Act.
           (s) Except as disclosed in writing to Multimanager Trust, to the best of GST’s Knowledge, no events have occurred and no issues, conditions or facts have arisen which either individually or in the aggregate have had a Material Adverse Effect on GST or a GST Fund.

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ARTICLE V
COVENANTS AND AGREEMENTS
      5.1 Conduct of Business. After the date of this Agreement and at or prior to the Effective Time, Multimanager Trust and GST will conduct the businesses of the Multimanager Funds and the GST Funds, respectively, only in the ordinary course and in accordance with this Agreement and the current prospectuses and statements of additional information of Multimanager Trust or GST, as applicable. It is understood that such ordinary course of business shall include (a) the declaration and payment of customary dividends and other distributions; (b) shareholder purchases and redemptions; (c) the withdrawal of a portion or all of the seed capital and investments of AXA (prior to the Effective Time) in any Multimanager Fund or GSAM in any GST Fund; and (d) the continued good faith performance by the investment adviser, sub-advisers, administrator, distributor and other service providers of their respective responsibilities in accordance with their agreements with Multimanager Trust or GST, as applicable, and applicable Law. In order to facilitate the transfer of Fund Assets at the Effective Time, GSAM may request in writing that AXA use its commercially reasonable best efforts, subject to its fiduciary duty and that of the investment sub-adviser to the applicable Multimanager Fund, to limit or cease portfolio trading on behalf of a Multimanager Fund for a period of up to three days prior to the Valuation Time. AXA agrees that it will accommodate such requests to the extent such trading restrictions are consistent with the investment objectives, policies and strategies of the Multimanager Fund and consistent with fulfilling its fiduciary obligations as an investment adviser. No Party shall take any action that would, or would reasonably be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect.
      5.2 Shareholders’ Meeting. Multimanager Trust will call, convene and hold a meeting of shareholders of each Multimanager Fund as soon as practicable, in accordance with applicable Law and the Multimanager Governing Documents, for the purpose of approving this Agreement and the transactions contemplated herein as set forth in the Proxy Statement/ Prospectus, and for such other purposes as may be necessary or desirable. In the event that, for any Multimanager Fund, insufficient votes are received from shareholders, the meeting may be adjourned as permitted under the Multimanager Governing Documents and applicable Law, and as set forth in the Proxy Statement/ Prospectus in order to permit further solicitation of proxies.
      5.3 Proxy Statement/ Prospectus and Registration Statement. Multimanager Trust and GST each will cooperate with each other in the preparation of the Proxy Statement/ Prospectus and Registration Statement and cause the Registration Statement to be filed with the SEC in a form satisfactory to GST and Multimanager Trust and their respective counsel as promptly as practicable. Upon effectiveness of the Registration Statement, Multimanager Trust will cause the Proxy Statement/ Prospectus to be delivered to shareholders of the Multimanager Funds entitled to vote on this Agreement and the transactions contemplated herein in accordance with the Multimanager Governing Documents. Each Party will provide the materials and information necessary to prepare the Registration Statement, for inclusion therein, in connection with the shareholder meeting of each Multimanager Fund to consider the approval of this Agreement and the transactions contemplated herein. If, at any time prior to the Effective Time, a Party becomes aware of any untrue statement of material fact or omission to state a material fact required to be stated therein or necessary to make the statements made not misleading in light of the circumstances under which they were made, the Party discovering the item shall notify the other Party and the Parties shall cooperate in promptly preparing, filing and clearing with the SEC and, if appropriate, distributing to shareholders appropriate disclosure with respect to the item. Prior to filing the Registration Statement or any amendment or supplement thereto, GST will afford Multimanager Trust and its Independent Trustees a reasonable opportunity to review and comment thereon, and will obtain Multimanager Trust’s consent to the filing thereof (such consent will not be unreasonably withheld).
      5.4 Information. Multimanager Trust and GST will furnish to one another, and the other’s accountants, legal counsel and other representatives, throughout the period prior to the Effective Time, all such documents and other information concerning the Multimanager Funds and the GST Funds, respectively, and their business and properties as may reasonably be requested by the other Party. Such cooperation shall include providing copies of reasonably requested documents and other information. Each Party shall make its employees and officers

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available on a mutually convenient basis to provide an explanation of any documents or information provided hereunder to the extent, if any, that such Party’s employees are familiar with such documents or information.
      5.5 Notice of Material Changes. Each Party will notify the other Party of any event causing a Material Adverse Effect to such Party as soon as practicable following such Party’s Knowledge of any event causing such a Material Adverse Effect.
      5.6 Financial Statements. At the Closing, Multimanager Trust will deliver to GST an unaudited statement of assets and liabilities of each Multimanager Fund, together with a schedule of portfolio investments as of and for the interim period ending at the Valuation Time. These financial statements will present fairly the financial position and portfolio investments of each Multimanager Fund as of the Valuation Time in conformity with U.S. generally accepted accounting principles applied on a consistent basis, and there will be no material contingent liabilities of any Multimanager Fund not disclosed in said financial statements. These financial statements shall be certified by the treasurer of Multimanager Trust as, to the best of his or her Knowledge, complying with the requirements of the preceding sentence. At the Closing, GST will deliver to Multimanager Trust an unaudited statement of assets and liabilities of each GST Fund Transaction Party (including a schedule of portfolio investments) meeting the requirements of the preceding three sentences, except that they shall be certified by GST’s treasurer. Multimanager Trust also will deliver to GST at or before the Effective Time, the detailed tax-basis accounting records for each security or other investment to be transferred to GST hereunder, which shall be prepared in accordance with the requirements for specific identification tax-lot accounting and clearly reflect the basis used for determination of gain and loss realized on the partial sale of any security to be transferred to the GST Funds.
      5.7 Other Necessary Action. Multimanager Trust and GST will each take all necessary action and use its reasonable best efforts to complete all filings, obtain all governmental and other consents and approvals and satisfy any other provision required for consummation of the transactions contemplated by this Agreement.
      5.8 Dividends. Prior to the Valuation Time, each Multimanager Fund shall have declared and at or before the Valuation Time each shall have paid a dividend, which, together with all previous dividends, shall have the effect of distributing to its shareholders all of the respective Multimanager Fund’s investment company taxable income (within the meaning of Section 852(b)(2) of the Code, computed without regard to any deduction for dividends paid), if any, plus any excess of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods or years ending at or before the Effective Time, and all of the Multimanager Fund’s net capital gain (as defined in Section 1222(11) of the Code), if any, after reduction for any capital loss carryforwards, recognized in all taxable periods or years ending at or before the Effective Time.
      5.9 Books and Records. Upon reasonable notice, each Party will make available to the other Party for review any Books and Records which are reasonably requested by such other Party in connection with this Reorganization.
      5.10 Issued Shares. The GST Shares to be issued and delivered to Multimanager Trust for the account of each Multimanager Fund (and to be distributed immediately thereafter to its shareholders) pursuant to this Agreement, will have been duly authorized at the Effective Time. Said shares when issued and delivered will be registered under the 1933 Act, will be duly and validly issued, fully paid and non-assessable. No shareholder of a GST Fund shall have any statutory or contractual preemptive right of subscription or purchase in respect thereof. The shareholders of each Multimanager Fund shall not pay any front-end or deferred sales charge in connection with the Fund Transaction. The shareholders of each Multimanager Fund who receive GST Shares pursuant to this Agreement shall be credited by GST with, and shall carry over, the holding period of their respective Multimanager Fund shares for all purposes including the calculation of any contingent deferred sales charges and the conversion of these shares to another class of shares of GST. In addition, GST Shares received pursuant to this Agreement shall be included in determining any sales load reductions (e.g., under a rights of accumulation arrangement) on purchases of shares of a GST Fund after the Fund Transaction.
      5.11 Section 15(f). GST and GSAM shall from and after the Effective Time (i) use their reasonable best efforts so that for a period of three years after the Effective Time, at least 75% of the GST Board are not

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“interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of GSAM, or AXA. In addition, GST, GSAM and AXA from and after the Effective Time, shall refrain from imposing or seeking to impose for a period of two years after the Effective Time, any “unfair burden” on the GST Funds (within the meaning of the 1940 Act) as a result of the transactions contemplated by this Agreement or any terms, conditions or understandings applicable thereto.
      5.12 Expense Limitation Arrangements. GSAM shall cap the net annual fund operating expenses of the Goldman Sachs Equity Growth Strategy Portfolio (Class A, Class B and Class C Shares), Balanced Strategy Portfolio (Class A, Class B and Class C Shares), Growth and Income Strategy Portfolio (Class A, Class B and Class C Shares), and Growth Strategy Portfolio (Class A, Class B and Class C Shares) shares for one year from the Effective Time of the Fund Transaction involving each such GST Fund to the extent necessary to ensure that the net annual operating expense ratio of each such class of shares of each such GST Fund does not exceed the current net annual operating expense ratio for such class of shares as set forth in the annual fund operating expense table in the Proxy Statement/ Prospectus.
ARTICLE VI
CONDITIONS PRECEDENT
      6.1 Conditions Precedent to Obligations of Multimanager Trust. The obligation of Multimanager Trust to conclude the transactions provided for herein shall be subject, at its election, to the performance by GST of all of the obligations to be performed by it hereunder at or before the Effective Time, and, in addition thereto, to the following further conditions unless waived by Multimanager Trust in writing:
           (a) All representations and warranties of GST, on behalf of itself and the GST Funds, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time with the same force and effect as if made at and as of the Effective Time; provided that GST shall be given a period of 30 Business Days from the date on which any such representation or warranty shall not be true and correct in all material respects to cure such condition.
           (b) GST shall have furnished to Multimanager Trust the opinion of Drinker Biddle & Reath LLP dated as of the Effective Time, substantially to the effect that:
                (i) GST is a statutory trust, validly existing and in good standing under Delaware Law, and has power under the GST Governing Documents to conduct its business and own its assets as described in its currently effective registration statement on Form N-1A;
                (ii) GST is registered with the SEC under the 1940 Act as an open-end management investment company and its registration with the SEC is in full force and effect;
                (iii) the GST shares to be issued and delivered by GST pursuant to this Agreement have been duly authorized for issuance and, when issued and delivered as provided herein, will be validly issued, fully paid and non-assessable under Delaware Law and that the holders of GST shares will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation Law of the State of Delaware (except that no opinion need to be expressed as to such holders who are also Trustees of GST); and no preemptive rights of shareholders exist with respect to any such shares or the issue or delivery thereof;
                (iv) except as disclosed in writing to Multimanager Trust, such counsel knows of no material legal proceedings pending or threatened against GST;
                (v) this Agreement has been duly authorized, executed and delivered under the applicable Laws of the State of Delaware by GST and, assuming due authorization, execution and delivery by Multimanager Trust, constitutes a valid and legally binding obligation of GST, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and to general equity principles;

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                (vi) the Registration Statement has become effective under the 1933 Act and, to the Knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or threatened by the SEC;
                (vii) to the Knowledge of such counsel, as of the date of its mailing, the Proxy Statement/ Prospectus, and as of the date of its filing, the Registration Statement (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder;
                (viii) the execution and delivery of this Agreement did not and the consummation of the transactions herein contemplated will not conflict with or result in a material breach of the terms or provisions of, or constitute a material default under, the GST Governing Documents or any material agreement or instrument known to such counsel to which GST is a party or by which any properties belonging to GST may be bound;
                (ix) the execution and delivery of this Agreement did not and the consummation of the transactions herein contemplated will not conflict with or result in a material violation by GST or a GST Fund of any terms, conditions, or provisions of any federal securities Law or Delaware Law; and
                (x) to the Knowledge of such counsel, no consent, approval, authorization, or other action by or filing with any Governmental or Regulatory Body is required in connection with the consummation of the transactions herein contemplated, except such as have been obtained or made under the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder and Delaware Law and except such as may be required under state securities Laws.
      In rendering such opinion, Drinker Biddle & Reath LLP may rely upon certificates of officers of GST and of public officials as to matters of fact.
      Such opinion (i) shall state that while such counsel have not verified, and are not passing upon and do not assume responsibility for, the accuracy, completeness or fairness of any portion of the Registration Statement or any amendment thereof or supplement thereto, they have generally reviewed and discussed certain information furnished therein with respect to the GST Funds with certain officers of GST and that in the course of such review and discussion no facts came to the attention of such counsel which caused them to believe that, on the mailing date of the Proxy Statement/ Prospectus and on the effective date of the Registration Statement and any amendment thereof or supplement thereto and only insofar as they relate to the information furnished with respect to GST and the GST Funds, the Proxy Statement/ Prospectus, Registration Statement or any amendment thereof or supplement thereto contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) shall state that such counsel do not express any opinion or belief as to the financial statements, other financial data, statistical data or financial information relating to GST and the GST Funds contained or incorporated by reference in the Registration Statement; (iii) may rely on the opinion of other counsel to the extent set forth in such opinion, provided such other counsel is reasonably acceptable to Multimanager Trust; and (iv) shall state that such opinion is solely for the benefit of Multimanager Trust and its trustees and officers.
           (c) GST shall have furnished to Multimanager Trust a certificate of GST, signed by the president and treasurer of GST, dated as of the Effective Time, to the effect that they have examined the Proxy Statement/ Prospectus and the Registration Statement (and any supplement thereto) and this Agreement and that:
                (i) the representations and warranties of GST in this Agreement are true and correct in all material respects on and as of the Effective Time and GST has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Effective Time;
                (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or, to GST’s Knowledge, threatened in writing; and
                (iii) since the date of the most recent financial statements of the GST Funds included in the Proxy Statement/ Prospectus (or any supplement thereto), there has been no Material Adverse Effect on the business or

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properties of any of the GST Funds (other than changes in the ordinary course of business, including, without limitation, dividends and other distributions in the ordinary course and changes in net asset value per share), except as set forth in or contemplated in the Proxy Statement/ Prospectus (or any supplement thereto).
           (d) At the Valuation Time and Effective Time, except as previously disclosed to Multimanager Trust in writing, and except as have been corrected as required by applicable Law, and to the best of GST’s Knowledge, there shall have been no material miscalculations of the net asset value of any GST Fund or the net asset value per share of any series of shares during the twelve-month period preceding the Valuation Time and Effective Time, and all such calculations shall have been made in accordance with the applicable provisions of the 1940 Act. At the Valuation Time and Effective Time, all liabilities chargeable to each share class of a GST Fund which are required to be reflected in the net asset value per share of a share class of a GST Fund in accordance with applicable Law will be reflected in the net asset value per share of such share class of a GST Fund.
           (e) The Secretary of Multimanager Trust shall have received the confirmation from GST required under paragraph 3.3 of this Agreement.
           (f) GST shall have duly executed and delivered to Multimanager Trust, on behalf of each GST Fund, such assumptions of Liabilities and other instruments as Multimanager Trust may reasonably deem necessary or desirable to evidence the transactions contemplated by this Agreement, including the assumption of all of the Liabilities of each Multimanager Fund by the respective Transaction Party of such Multimanager Fund, other than the Excluded Liabilities.
           (g) Multimanager Trust shall have completed to its satisfaction its due diligence review of GST and each GST Fund.
      6.2 Conditions Precedent to Obligations of GST. The obligation of GST to conclude the transactions provided for herein shall be subject, at its election, to the performance by Multimanager Trust of all of the obligations to be performed by it hereunder at or before the Effective Time, and, in addition thereto, to the following further conditions unless waived by GST in writing:
           (a) All representations and warranties of Multimanager Trust, on behalf of itself and the Multimanager Funds, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time with the same force and effect as if made at and as of the Effective Time; provided that Multimanager Trust shall be given a period of 30 Business Days from the date on which any such representation or warranty shall not be true and correct in all material respects to cure such condition.
           (b) Multimanager Trust shall have furnished to GST the opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP dated as of the Effective Time, substantially to the effect that:
                (i) Multimanager Trust is a statutory trust, validly existing and in good standing under Delaware Law, and has power under the Multimanager Governing Documents to conduct its business and own its assets as described in its currently effective registration statement on Form N-1A;
                (ii) Multimanager Trust is registered with the SEC under the 1940 Act as an open-end management investment company and its registration with the SEC is in full force and effect;
                (iii) all issued and outstanding Multimanager Trust shares of each series as of the Effective Time are duly authorized, validly issued, fully paid and non-assessable under Delaware Law and that the holders of Multimanager Trust shares will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation Law of the State of Delaware (except that no opinion need to be expressed as to such holders who are also Trustees of Multimanager Trust); and no preemptive rights of shareholders exist with respect to any such shares or the issue or delivery thereof;
                (iv) except as disclosed in writing to GST, such counsel knows of no material legal proceedings pending or threatened against Multimanager Trust;

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                (v) this Agreement has been duly authorized, executed and delivered under the applicable Laws of the State of Delaware by Multimanager Trust and, assuming due authorization, execution and delivery by GST, constitutes a valid and legally binding obligation of Multimanager Trust, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and to general equity principles;
                (vi) to the Knowledge of such counsel, as of the date of its mailing, the Proxy Statement/ Prospectus, and as of the date of its filing, the Registration Statement (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder;
                (vii) the execution and delivery of this Agreement did not and the consummation of the transactions herein contemplated will not conflict with or result in a material breach of the terms or provisions of, or constitute a material default under, the Multimanager Governing Documents or any material agreement or instrument known to such counsel to which Multimanager Trust is a party or by which any properties belonging to Multimanager Trust may be bound;
                (viii) the execution and delivery of this Agreement did not and the consummation of the transactions herein contemplated will not conflict with or result in a material violation by Multimanager Trust or a Multimanager Fund of any terms, conditions, or provisions of any federal securities Law or Delaware Law; and
                (ix) to the Knowledge of such counsel, no consent, approval, authorization or other action by or filing with any Governmental or Regulatory Body is required in connection with the consummation of the transactions herein contemplated, except such as have been obtained or made under the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder and Delaware Law and except such as may be required under state securities Laws.
      In rendering such opinion, Kirkpatrick & Lockhart Preston Gates Ellis LLP may rely upon certificates of officers of Multimanager Trust and of public officials as to matters of fact.
      Such opinion (i) shall state that while such counsel have not verified, and are not passing upon and do not assume responsibility for, the accuracy, completeness or fairness of any portion of the Registration Statement or any amendment thereof or supplement thereto, they have generally reviewed and discussed certain information furnished therein with respect to the Multimanager Funds with certain officers of Multimanager Trust and that in the course of such review and discussion no facts came to the attention of such counsel which caused them to believe that, on the mailing date of the Proxy Statement/ Prospectus and on the effective date of the Registration Statement and any amendment thereof or supplement thereto and only insofar as they relate to the information furnished with respect to Multimanager Trust and the Multimanager Funds, the Proxy Statement/ Prospectus, Registration Statement or any amendment thereof or supplement thereto contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) shall state that such counsel do not express any opinion or belief as to the financial statements, other financial data, statistical data or financial information relating to Multimanager Trust and the Multimanager Funds contained or incorporated by reference in the Registration Statement; (iii) may rely on the opinion of other counsel to the extent set forth in such opinion, provided such other counsel is reasonably acceptable to GST; and (iv) shall state that such opinion is solely for the benefit of GST and its trustees and officers.
           (c) Trust shall have furnished to GST the unaudited statements required by paragraph 5.6.
           (d) Multimanager Trust shall have furnished to GST a certificate of Multimanager Trust, signed by the president and treasurer of Multimanager Trust, dated as of the Effective Time, to the effect that they have examined the Proxy Statement/ Prospectus and the Registration Statement (and any supplement thereto) and this Agreement and that:
                (i) the representations and warranties of Multimanager Trust in this Agreement are true and correct in all material respects on and as of the Effective Time and Multimanager Trust has complied with all the

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agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Effective Time; and
                (ii) since the date of the most recent financial statements of the Multimanager Funds included in the Proxy Statement/ Prospectus (or any supplement thereto), there has been no Material Adverse Effect on the business or properties of any of the Multimanager Funds (other than changes in the ordinary course of business, including, without limitation, dividends and other distributions in the ordinary course and changes in net asset value per share), except as set forth in or contemplated in the Proxy Statement/ Prospectus (or any supplement thereto).
           (e) Multimanager Trust shall have duly executed and delivered to GST, on behalf of each Multimanager Fund, such bills of sale, assignments, certificates and other instruments of transfer, including transfer instructions to Multimanager Trust’s custodian and instructions to GST’s transfer agent as GST may reasonably deem necessary or desirable to evidence the transfer to the respective Transaction Party of such Multimanager Fund all of the right, title and interest of such Multimanager Fund in and to the respective Fund Assets of such Multimanager Fund. In each case, the Fund Assets of each Multimanager Fund shall be accompanied by all necessary state stock transfer stamps or cash for the appropriate purchase price therefor.
           (f) GST shall have received: (i) a certificate of an authorized signatory of JP Morgan, as custodian for Multimanager Trust, stating that the Fund Assets of each Multimanager Fund have been delivered to GST; (ii) a certificate of an authorized signatory from State Street, as custodian for GST, stating that the Fund Assets of each Multimanager Fund has been received; and (iii) a certificate of an authorized signatory of Multimanager Trust confirming that Multimanager Trust has delivered its records containing the names and addresses of the record holders of each series of Multimanager Trust shares and the number and percentage (to three decimal places) of ownership of each series of Multimanager Trust Shares owned by each such holder as of the close of business at the Valuation Time.
           (g) At the Valuation Time and Effective Time, except as previously disclosed to GST in writing, and except as have been corrected as required by applicable Law, and to the best of Multimanager Trust’s Knowledge, there shall have been no material miscalculations of the net asset value of any Multimanager Fund or the net asset value per share of any series of shares during the twelve-month period preceding the Valuation Time and Effective Time, and all such calculations shall have been made in accordance with the applicable provisions of the 1940 Act. At the Valuation Time and Effective Time, all Liabilities chargeable to each share class of a Multimanager Fund which are required to be reflected in the net asset value per share of a share class of a Multimanager Fund in accordance with applicable Law will be reflected in the net asset value per share of such share class of a Multimanager Fund.
           (h) GST shall have completed to its satisfaction its due diligence review of Multimanager Trust and each Multimanager Fund.
           (i) Multimanager Trust’s agreements with each of its service contractors shall have terminated at the Effective Time with respect to each Multimanager Fund, and each Party has received assurance that no claims for damages (liquidated or otherwise) will arise as a result of such termination.
      6.3 Other Conditions Precedent. Unless waived in writing by the Parties with the consent of their respective boards of trustees, the consummation of each Fund Transaction is subject to the fulfillment, prior to or at the Effective Time, of each of the following conditions:
           (a) This Agreement and the transactions contemplated herein, with respect to a particular Fund Transaction, shall have been approved by the requisite vote of the holders of the outstanding shares of the Multimanager Fund that is a party to such Fund Transaction in accordance with the provisions of the Multimanager Governing Documents, applicable Delaware Law and the 1940 Act. Notwithstanding anything herein to the contrary, neither Multimanager Trust nor GST may waive the conditions set forth in this paragraph 6.3(a) with respect to a Fund Transaction.

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           (b) The Registration Statement shall have become effective under the 1933 Act, and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been pending or threatened in writing.
           (c) Multimanager Trust and GST shall have received an opinion or opinions from Drinker Biddle & Reath LLP (based upon certain facts, qualifications, assumptions and representations) that with respect to the Reorganization, for federal income tax purposes:
                (i) Each Fund Transaction will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and each GST Fund and Multimanager Fund will be a “party to a reorganization” within the meaning of Section 368(b) of the Code;
                (ii) each Multimanager Fund will recognize no gain or loss (A) upon the transfer of its Fund Assets to the corresponding GST Fund in exchange for GST Shares of such GST Fund and the assumption of all of the Liabilities of such Multimanager Fund, and (B) upon the distribution of those GST Shares to the shareholders of such Multimanager Fund;
                (iii) each GST Fund will recognize no gain or loss upon the receipt of the Fund Assets of the corresponding Multimanager Fund in exchange for GST Shares of such GST Fund and the assumption of all of the Liabilities of such Multimanager Fund;
                (iv) the tax basis in the hands of each GST Fund of each asset of the corresponding Multimanager Fund transferred to such GST Fund in the Reorganization will be the same as the basis of that asset in the hands of such Multimanager Fund immediately before the transfer;
                (v) the holding period of each asset of each Multimanager Fund in the hands of the corresponding GST Fund will include the period during which that asset was held by such Multimanager Fund;
                (vi) the shareholders of each Multimanager Fund will recognize no gain or loss upon their receipt of GST Shares of the corresponding GST Fund;
                (vii) the aggregate tax basis of the GST Shares of the corresponding GST Fund received by each shareholder of a Multimanager Fund will equal the aggregate tax basis of the Multimanager Fund shares surrendered in exchange therefor;
                (viii) the holding period of GST Shares received by each Multimanager Fund shareholder will include the holding period of the Multimanager Fund shares surrendered in exchange therefor, provided that the Multimanager Fund shares are held by that shareholder as capital assets on the date of the exchange; and
                (ix) each GST Fund will succeed to and take into account the tax attributes of the corresponding Multimanager Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder.
The delivery of the foregoing opinion is conditioned upon receipt by Drinker Biddle & Reath LLP of representations that it shall request of the Parties substantially in the form of the draft representations Drinker Biddle & Reath LLP provided to them, and they agreed to, shortly before execution of this Agreement.
           (d) At the Effective Time, the SEC shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, and there shall be no proceedings pending that would seek to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. No Action or Proceeding against Multimanager Trust or GST or their respective officers or trustees shall be threatened in writing or pending before any court or other Governmental or Regulatory Body in which it will seek, or seeks to restrain or prohibit any of the transactions contemplated by this Agreement or to obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby.
           (e) GSAM and AXA shall have executed and duly delivered to each other a certain asset purchase agreement by and among GSAM, AXA, AXA Financial, Inc., Enterprise Capital Management, Inc. and Enterprise Fund Distributors, Inc. (the “Asset Purchase Agreement”).

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ARTICLE VII
EXPENSES
      Multimanager Trust and GST will not bear any fees, expenses or explicit brokerage commissions in connection with the transactions contemplated by this Agreement. The responsibility for payment of all of the fees, expenses and explicit brokerage commissions in connection with entering into and carrying out the transactions contemplated by this Agreement, whether or not the transactions contemplated hereby are concluded, shall be allocated between AXA and GSAM (or any Affiliate thereof) as AXA and GSAM shall agree.
ARTICLE VIII
AMENDMENTS AND TERMINATION
      8.1 Amendments. The Parties may amend this Agreement in such manner as may be agreed upon, whether before or after the meetings of shareholders of the Multimanager Funds at which action upon this Agreement and the transactions contemplated hereby is to be taken; provided, however, that after the requisite approval of the shareholders of a Multimanager Fund has been obtained, this Agreement shall not be amended or modified so as to change the provisions with respect to the transactions herein contemplated in any manner that would materially and adversely affect the rights of such shareholders without their further approval. Nothing in this paragraph 8.1 shall be construed to prohibit the Parties from amending this Agreement to change the Valuation Time or Effective Time.
      8.2 Termination. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated at any time prior to the Effective Time:
           (a) by the mutual written consent of the Parties;
           (b) by Multimanager Trust (i) following a material breach by GST of any of its representations, warranties or covenants contained in this Agreement, provided that GST shall have been given a period of 10 Business Days from the date of the occurrence of such material breach to cure such breach and shall have failed to do so; (ii) if any of the conditions set forth in paragraphs 6.1 and 6.3 are not satisfied as specified in said paragraphs on or before December 31, 2007; or (iii) upon the occurrence of an event which has a Material Adverse Effect upon GST or a GST Fund;
           (c) by GST (i) following a material breach by Multimanager Trust of any of its representations, warranties or covenants contained in this Agreement, provided that Multimanager Trust shall have been given a period of 10 Business Days from the date of the occurrence of such material breach to cure such breach and shall have failed to do so; (ii) if any of the conditions set forth in paragraphs 6.2 and 6.3 are not satisfied as specified in said paragraphs on or before December 31, 2007; or (iii) upon the occurrence of an event which has a Material Adverse Effect upon the Multimanager Trust or a Multimanager Fund;
           (d) by either Party by written notice to the other Party following a determination by the terminating Party’s Board that the consummation of the Reorganization is not in the best interest of its shareholders; or
           (e) by either Party if the Effective Time does not occur by December 31, 2007.
      If a Party terminates this Agreement in accordance with this paragraph 8.2, in the absence of willful default there shall be no liability for damages on the part of any Party, or the trustees or officers of such Party. In the event of willful default, all remedies at Law or in equity of the Party adversely affected shall survive.
ARTICLE IX
PUBLICITY; CONFIDENTIALITY
      9.1 Publicity. Any public announcements or similar publicity with respect to this Agreement or the transactions contemplated herein will be made at such time and in such manner as the Parties mutually shall agree in writing, provided that nothing herein shall prevent either Party from making such public announcements as may be required by Law, in which case the Party issuing such statement or communication shall advise the other Party prior to such issuance.

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      9.2 Confidentiality. (a) The Parties, GSAM and AXA (for purposes of this paragraph 9.2, the “Protected Persons”) will hold, and will cause their board members, officers, employees, representatives, agents and Affiliates to hold, in strict confidence, and not disclose to any other Person, and not use in any way except in connection with the transactions herein contemplated, without the prior written consent of the other Protected Persons, all confidential information obtained from the other Protected Persons in connection with the transactions contemplated by this Agreement, except such information may be disclosed: (i) to Governmental or Regulatory Bodies, and, where necessary, to any other Person in connection with the obtaining of consents or waivers as contemplated by this Agreement; (ii) if required by court order or decree or applicable Law; (iii) if it is publicly available through no act or failure to act of such Party; (iv) if it was already known to such Party on a non-confidential basis on the date of receipt; (v) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (vi) if it is otherwise expressly provided for herein.
           (b) In the event of a termination of this Agreement, the Parties, GSAM and AXA agree that they along with their board members, employees, representative agents and Affiliates shall, and shall cause their Affiliates to, except with the prior written consent of the other Protected Persons, keep secret and retain in strict confidence, and not use for the benefit of itself or themselves, nor disclose to any other Persons, any and all confidential or proprietary information relating to the other Protected Persons and their related parties and Affiliates, whether obtained through their due diligence investigation, this Agreement or otherwise, except such information may be disclosed: (i) if required by court order or decree or applicable Law; (ii) if it is publicly available through no act or failure to act of such Party; (iii) if it was already known to such Party on a non-confidential basis on the date of receipt; (iv) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (v) if it is otherwise expressly provided for herein.
ARTICLE X
MISCELLANEOUS
      10.1 Entire Agreement. This Agreement (including any schedules delivered pursuant hereto, which are a part hereof) constitutes the entire agreement of the Parties with respect to the matters covered by this Agreement. This Agreement supersedes any and all prior understandings, written or oral, between the Parties and may be amended, modified, waived, discharged or terminated only by an instrument in writing signed by an authorized executive officer of the Party against which enforcement of the amendment, modification, waiver, discharge or termination is sought.
      10.2 Notices. All notices or other communications under this Agreement shall be in writing and sufficient if delivered personally, by overnight courier, by facsimile, telecopied (if confirmed) or sent via registered or certified mail, postage prepaid, return receipt requested, addressed as follows (notices or other communication sent via e-mail shall not constitute notice):
      If to Multimanager Trust:
  AXA Enterprise Multimanager Funds Trust
  1290 Avenue of the Americas, 8th Floor
  New York, NY 10104
  Attention: Patricia Louie, Esq.
  Telephone No.: (212) 314-5329
  Facsimile No.: (212) 314-4723
  E-mail: patricia.louie@axa-equitable.com

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  With copies (which shall not constitute notice) to:
 
  Kirkpatrick & Lockhart Preston Gates Ellis LLP (counsel to Multimanager Trust)
  1601 K Street, N.W.
  Washington, DC 20006-1600
  Attention: Arthur J. Brown, Esq.
  Telephone No.: (202) 778-9046
  Facsimile No.: (202) 778-9000
  E-mail: abrown@klng.com
 
  AXA Equitable Life Insurance Company
  1290 Avenue of the Americas, 8th Floor
  New York, NY 10104
  Attention: Patricia Louie, Esq.
  Telephone No.: (212) 314-5329
  Facsimile No.: (212) 314-4723
  E-mail: patricia.louie@axa-equitable.com
      If to GST or GSAM:
  Goldman Sachs Trust
  32 Old Slip
  New York, NY 10005
  Attention: Peter V. Bonanno, Esq.
  Telephone No.: (212) 357-3184
  Facsimile No.: (212) 902-4140
  E-mail: Peter.Bonanno @gs.com
 
  With a copy (which shall not constitute notice) to:
 
  Drinker Biddle & Reath LLP (counsel to GST)
  One Logan Square
  18th & Cherry Streets
  Philadelphia, PA 19103-6996
  Attention: Kenneth L. Greenberg, Esq.
  Telephone No.: (215) 988-1152
  Facsimile No.: (215) 988-2757
  E-mail: Kenneth.Greenberg@dbr.com
      10.3 Waiver. The failure of either Party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of either Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Except as provided in paragraph 6.3(a), a Party may waive any condition to its obligations hereunder (such waiver to be in writing and authorized by an authorized officer of the waiving Party).
      10.4 Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by either Party without the written consent of the other Party. Nothing herein express or implied is intended to or shall confer any rights, remedies or benefits upon any Person other than the Parties hereto.
      10.5 Survival. Except as provided in the next sentence, the respective representations, warranties and covenants contained in this Agreement and in any certificates or other instruments exchanged at the Effective Time as provided in Article VI hereto shall not survive the consummation of the transactions contemplated hereunder. The covenants in paragraphs 1.3, 1.5, 5.6, 5.11, 5.12, 9.2, 10.9, 10.14 and 10.15, this paragraph 10.5 and Article VII shall survive the consummation of the transactions contemplated hereunder.

A-23

 

      10.6 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
      10.7 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
      10.8 Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to its principles of conflicts of Laws.
      10.9 Further Assurances. Subject to the terms and conditions herein provided, each of the Parties hereto shall use its reasonable best efforts to take, or cause to be taken, such action to execute and deliver, or cause to be executed and delivered, such additional documents and instruments and to do, or cause to be done, all things necessary, proper or advisable under the provisions of this Agreement and under applicable Law to consummate and make effective the Fund Transactions contemplated by this Agreement, including, without limitation, delivering and/or causing to be delivered to the other Party hereto each of the items required under this Agreement as a condition to such Party’s obligations hereunder. In addition, Multimanager Trust shall deliver or cause to be delivered to GST at the Closing, the Books and Records of each Multimanager Fund (regardless of whose possession they are in).
      10.10 Beneficiaries. Nothing contained in this Agreement shall be deemed to create rights in Persons not Parties (including, without limitation, any shareholder of GST or Multimanager Trust) except that the Multimanager Trust Independent Trustees are intended third-party beneficiaries of the provisions of paragraph 1.3 herein.
      10.11 Failure of Any Fund(s) to Consummate the Transactions.
           (a) The failure of any GST Fund or Multimanager Fund to consummate its Fund Transaction shall not affect the consummation or validity of the Fund Transaction with respect to any other GST Fund or Multimanager Fund, and the provisions of this Agreement shall be construed to effect this intent.
           (b) In the event that any Multimanager Fund fails to obtain the required shareholder vote for approval of this Agreement with respect to the Fund Transaction in which it is participating at or prior to the Effective Time, the Parties shall continue the solicitation of the shareholders of the applicable Multimanager Fund. If approval of this Agreement is denied by the shareholders of a Multimanager Fund, such Multimanager Fund shall resolicit such shareholders and make such new or amended filings as are required or desirable to obtain such shareholder approval. Notwithstanding the foregoing, if the required shareholder vote for approval of this Agreement with respect to any Fund Transaction has not been obtained on or before the nine-month anniversary of the originally scheduled Effective Time (and before the date specified in paragraph 8.2(e)), then the Parties, AXA and GSAM shall take such actions as provided in the Asset Purchase Agreement.
           (c) Notwithstanding paragraph 10.11(a), no Fund Transaction involving any Multimanager Fund shall be consummated until either (i) shareholders of all Multimanager Funds approve this Agreement with respect to their respective Fund Transactions or (ii) shareholders of certain but not all Multimanager Funds approve this Agreement with respect to their respective Fund Transactions and shareholders of certain portfolios of AXA Enterprise Funds Trust (“Enterprise Trust”) or The Enterprise Group of Funds, Inc. (“Enterprise Group”) approve related agreements and plans of reorganization such that the Multimanager Funds and the portfolios of the Enterprise Trust and Enterprise Group whose shareholders provided approval have combined total assets under management of at least $1,000,000,000. If shareholder approval of this Agreement with respect to a Fund Transaction in respect of one or more of the Multimanager Funds has not been received on or before the Effective Time and the Closing, then, if such approvals are ultimately received, a subsequent Closing shall occur, at such time and place and on such date (and with such Effective Time) as is mutually agreed in writing by an authorized officer of each Party. It is agreed that such subsequent Closing shall not be set in a piecemeal fashion and that no subsequent Fund Transaction involving any Multimanager Fund shall be consummated until shareholders of those remaining Multimanager Funds with combined total assets under management of at least $500,000,000 approve this Agreement with respect to their respective Fund Transactions. Notwithstanding the foregoing, a subsequent Fund Transaction involving one or more Multimanager Funds will be consummated with

A-24

 

a lesser amount of combined total assets under management if no other Fund Transactions are reasonably believed by AXA to occur by December 31, 2007 or if it is mutually agreed in writing by an authorized officer of each Party.
      10.12 Validity. Whenever possible, each provision and term of this Agreement shall be interpreted in a manner to be effective and valid, but if any provision or term of this Agreement is held to be prohibited by Law or invalid, then such provision or term shall be ineffective only in the jurisdiction or jurisdictions so holding and only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of this Agreement.
      10.13 Effect of Facsimile Signature. A facsimile signature of an authorized officer of a Party hereto on any Transfer Document shall have the same effect as if executed in the original by such officer.
      10.14 GST Liability. The name “Goldman Sachs Trust” is the designation of the trustees for the time being under an Agreement and Declaration of Trust dated January 28, 1997, as amended from time to time, and all Persons dealing with GST or a GST Fund must look solely to the property of GST or such GST Fund for the enforcement of any claims as none of its trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of GST. No GST Fund shall be liable for any claims against any other GST Fund. Both Parties along with GSAM and AXA specifically acknowledge and agree that any liability of GST under this Agreement with respect to a particular GST Fund, or in connection with the transactions contemplated herein with respect to a particular GST Fund, shall be discharged only out of the assets of the particular GST Fund and that no other portfolio of GST shall be liable with respect thereto.
      10.15 Multimanager Trust Liability. The name “AXA Enterprise Multimanager Funds Trust” is the designation of the trustees for the time being under an Agreement and Declaration of Trust dated October 2, 2001 and all Persons dealing with Multimanager Trust or a Multimanager Fund must look solely to the property of Multimanager Trust or such Multimanager Fund for the enforcement of any claims as none of its trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of Multimanager Trust. No Multimanager Fund shall be liable for any claims against any other Multimanager Fund. Both Parties along with GSAM and AXA specifically acknowledge and agree that any liability of Multimanager Trust under this Agreement with respect to a particular Multimanager Fund, or in connection with the transactions contemplated herein with respect to a particular Multimanager Fund, shall be discharged only out of the assets of the particular Multimanager Fund and that no other portfolio of Multimanager Trust shall be liable with respect thereto.
ARTICLE XI
DEFINITIONS
      As used in this Agreement, the following terms have the following meanings:
      “Action or Proceeding” means any action, suit or proceeding by any Person, or any investigation or audit by any Governmental or Regulatory Body.
      “Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common control with such first Person.
      “Agreement” has the meaning specified in the preamble.
      “Asset Purchase Agreement” has the meaning specified in paragraph 6.3(e).
      “AXA” has the meaning specified in the preamble.
      “Books and Records” means Multimanager Trust’s or GST’s accounts, books, records or other documents (including but not limited to minute books, stock transfer ledgers, financial statements, tax returns and related work papers and letters from accountants, and other similar records) required to be maintained by Multimanager Trust or GST with respect to the Multimanager Funds or GST Funds, as applicable, pursuant to Section 31(a) of the 1940 Act and Rules 31a-1 to 31a-3 thereunder.

A-25

 

      “Business Day” means a day other than Saturday, Sunday or a day on which banks located in New York City are authorized or obligated to close.
      “Closing” has the meaning specified in paragraph 3.1.
      “Code” has the meaning specified in the recitals.
      “corresponding,” when used with respect to a GST Fund or a Multimanager Fund, has the meaning specified in the recitals.
      “Delaware Law” has the meaning specified in paragraph 1.1.
      “Effective Time” has the meaning specified in paragraph 3.1.
      “Enterprise Group” has the meaning specified in paragraph 10.11 (c).
      “Enterprise Trust” has the meaning specified in paragraph 10.11 (c).
      “Excluded Liabilities” has the meaning specified in paragraph 1.3.
      “Fund Assets” means all properties and assets of every kind and description whatsoever, including, without limitation, all cash, cash equivalents, securities, claims (whether absolute or contingent, known or unknown, accrued or unaccrued and including, but not limited to, any claims that Multimanager Trust may have against AXA) and receivables (including dividend and interest receivable), goodwill and other intangible property, Books and Records, and all interests, rights, privileges and powers, owned by Multimanager Trust on behalf of a Multimanager Fund, and any prepaid expenses shown on a Multimanager Fund’s books at the Valuation Time, excluding (a) the estimated costs of extinguishing any Excluded Liability; (b) cash in an amount necessary to pay dividends pursuant to paragraph 5.8, and (c) Multimanager Trust’s rights under this Agreement.
      “Fund Transaction” has the meaning specified in paragraph 1.1.
      “Governmental or Regulatory Body” means any court, tribunal, or government or political subdivision, whether federal, state, county, local or foreign, or any agency, authority, official or instrumentality of any such government or political subdivision.
      “GSAM” has the meaning specified in the preamble.
      “GST” has the meaning specified in the preamble.
      “GST Board” has the meaning specified in the recitals.
      “GST Fund” and “GST Funds” each has the meaning specified in the preamble.
      “GST Governing Documents” has the meaning specified in paragraph 4.2(a).
      “GST Shares” has the meaning specified in paragraph 1.4.
      “Independent Trustees” has the meaning specified in the recitals.
      “JP Morgan” has the meaning specified in paragraph 2.4.
      “Knowledge” means (i) with respect to Multimanager Trust and any applicable Multimanager Fund, the actual knowledge after reasonable inquiry of Multimanager Trust’s trustees or officers, AXA in its capacity as a service provider to Multimanager Trust and any sub-adviser affiliated with AXA and (ii) with respect to GST and any applicable GST Fund, the actual knowledge after reasonable inquiry of GST’s trustees or officers, or GSAM in its respective capacity as a service provider to GST.
      “Known Liabilities” means, with respect to Multimanager Trust and any applicable Multimanager Fund, those Liabilities of which Multimanager Trust’s trustees or officers, AXA, or any applicable sub-advisor, sub-administrator, distributor, transfer agent, shareholder servicing agent, auditor, or custodian has Knowledge.
      “Law” means any law, statute, rule, regulation or ordinance of any Governmental or Regulatory Body.

A-26

 

      “Liabilities” means all existing and future liabilities and obligations of any nature, whether known or unknown, accrued or unaccrued, absolute or contingent, conditional or unmatured, or otherwise of a Multimanager Fund including, but not limited to, (i) those reflected on an unaudited statement of assets and liabilities of a Multimanager Fund prepared by AXA as of the Valuation Time in accordance with U.S. generally accepted accounting principles consistently applied from the prior audited reporting period and reviewed and approved by the respective treasurers of GST and Multimanager Trust at the Effective Time, and (ii) all obligations of Multimanager Trust to indemnify, hold harmless and advance cost of defense to the Independent Trustees of Multimanager Trust pursuant to the Multimanager Governing Documents, but excluding all such obligations with respect to the officers and non-Independent Trustees of Multimanager Trust. “Liabilities” does not include, and GST and the GST Funds shall not assume, any Excluded Liabilities.
      “Material Adverse Effect” as to any Person means a material adverse effect on the business, results of operations or financial condition of such Person. For purposes of this definition, a decline in net asset value of a Multimanager Fund or GST Fund arising out of its investment operations or declines in market values of securities in its portfolio, the discharge of liabilities, or the redemption of shares representing interests in such fund, shall not constitute a “Material Adverse Effect.”
      “Multimanager Fund” and “Multimanager Funds” each has the meaning specified in the preamble.
      “Multimanager Governing Documents” has the meaning specified in paragraph 1.1.
      “Multimanager Trust” has the meaning specified in the preamble.
      “Multimanager Trust Board” has the meaning specified in the recitals.
      “NYSE” has the meaning specified in paragraph 2.5.
      “1940 Act” has the meaning specified in the recitals.
      “1933 Act” means the Securities Act of 1933, as amended.
      “1934 Act” means the Securities Exchange Act of 1934, as amended.
      “Order” means any writ, judgment, decree, injunction or similar order of any Government or Regulatory Body, in each case whether preliminary or final.
      “Party” and “Parties” each has the meaning specified in the preamble.
      “Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental or Regulatory Body or other entity.
      “Protected Persons” has the meaning specified in paragraph 9.2.
      “Proxy Statement/ Prospectus” has the meaning specified in paragraph 4.1(p).
      “Registration Statement” has the meaning specified in paragraph 4.1(p).
      “Reorganization” has the meaning specified in the recitals.
      “SEC” means the U.S. Securities and Exchange Commission.
      “State Street” has the meaning specified in paragraph 2.4.
      “Transaction Party” has the meaning specified in paragraph 1.1.
      “Valuation Time” has the meaning specified in paragraph 2.5.
[SIGNATURE PAGE FOLLOWS]

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      IN WITNESS WHEREOF, the Parties, AXA and GSAM have caused this Agreement to be duly executed and delivered by their duly authorized officers, as of the day and year first above written.
     
    AXA ENTERPRISE MULTIMANAGER FUNDS TRUST
 
    By: 
     
    Name:  Steven M. Joenk
Title:    President and Chief Executive Officer
 
    GOLDMAN SACHS TRUST
 
    By: 
     
    Name:  James Fitzpatrick
Title:    Vice President
 
Solely for purposes of Article VII and Paragraphs 1.3,
1.5, 4.1(i), 5.1, 5.11, 9.2, 10.5, 10.11, 10.14 and 10.15		   Solely for purposes of Article VII and Paragraphs 4.2(i),
5.1, 5.11, 5.12, 9.2, 10.5, 10.11, 10.14 and 10.15
 
AXA EQUITABLE LIFE
INSURANCE COMPANY		   GOLDMAN SACHS
ASSET MANAGEMENT, L.P.
 
By:    By: 
     
Name:                                                    
Title:		   Name:  James Fitzpatrick
Title:    Managing Director

A-28

 

EXHIBIT A
AXA Enterprise Multimanager Funds and Corresponding Goldman Sachs Funds Transaction Parties
       
Multimanager Funds   GST Funds
     
AXA Enterprise Multimanager Core Equity Fund
   Goldman Sachs Structured U.S. Equity Fund
 
Class A Shares
     Class A Shares
 
Class B Shares
     Class B Shares
 
Class C Shares
     Class C Shares
 
Class P Shares
     Class A Shares
 
Class Y Shares
     Institutional Shares
AXA Enterprise Multimanager Growth Fund
   Goldman Sachs Structured Large Cap Growth Fund
 
Class A Shares
     Class A Shares
 
Class B Shares
     Class B Shares
 
Class C Shares
     Class C Shares
 
Class P Shares
     Class A Shares
 
Class Y Shares
     Institutional Shares
AXA Enterprise Multimanager Mid Cap Growth Fund
   Goldman Sachs Growth Opportunities Fund
 
Class A Shares
     Class A Shares
 
Class B Shares
     Class B Shares
 
Class C Shares
     Class C Shares
 
Class P Shares
     Class A Shares
 
Class Y Shares
     Institutional Shares
AXA Enterprise Multimanager Mid Cap Value Fund
   Goldman Sachs Mid Cap Value Fund
 
Class A Shares
     Class A Shares
 
Class B Shares
     Class B Shares
 
Class C Shares
     Class C Shares
 
Class P Shares
     Class A Shares
 
Class Y Shares
     Institutional Shares
AXA Enterprise Multimanager Value Fund
   Goldman Sachs Structured Large Cap Value Fund
 
Class A Shares
     Class A Shares
 
Class B Shares
     Class B Shares
 
Class C Shares
     Class C Shares
 
Class P Shares
     Class A Shares
 
Class Y Shares
     Institutional Shares
AXA Enterprise Multimanager International Equity Fund
   Goldman Sachs Structured International Equity Fund
 
Class A Shares
     Class A Shares
 
Class B Shares
     Class B Shares
 
Class C Shares
     Class C Shares
 
Class P Shares
     Class A Shares
 
Class Y Shares
     Institutional Shares
AXA Enterprise Multimanager Technology Fund
   Goldman Sachs Tollkeeper Fund
 
Class A Shares
     Class A Shares
 
Class B Shares
     Class B Shares
 
Class C Shares
     Class C Shares
 
Class P Shares
     Class A Shares
 
Class Y Shares
     Institutional Shares

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Multimanager Funds   GST Funds
     
AXA Enterprise Multimanager Core Bond Fund
   Goldman Sachs Core Plus Fixed Income Fund
 
Class A Shares
     Class A Shares
 
Class B Shares
     Class B Shares
 
Class C Shares
     Class C Shares
 
Class P Shares
     Class A Shares
 
Class Y Shares
     Institutional Shares
AXA Enterprise Aggressive Allocation Fund
   Goldman Sachs Equity Growth Strategy Portfolio
 
Class A Shares
     Class A Shares
 
Class B Shares
     Class B Shares
 
Class C Shares
     Class C Shares
 
Class Y Shares
     Institutional Shares
AXA Enterprise Conservative Allocation Fund
   Goldman Sachs Balanced Strategy Portfolio
 
Class A Shares
     Class A Shares
 
Class B Shares
     Class B Shares
 
Class C Shares
     Class C Shares
 
Class Y Shares
     Institutional Shares
AXA Enterprise Moderate Allocation Fund
   Goldman Sachs Growth and Income Strategy Portfolio
 
Class A Shares
     Class A Shares
 
Class B Shares
     Class B Shares
 
Class C Shares
     Class C Shares
 
Class Y Shares
     Institutional Shares
AXA Enterprise Moderate Plus Allocation Fund
   Goldman Sachs Growth Strategy Portfolio
 
Class A Shares
     Class A Shares
 
Class B Shares
     Class B Shares
 
Class C Shares
     Class C Shares
 
Class Y Shares
     Institutional Shares

A-30

 

APPENDIX B
Comparison of Other Investment Practices and Investment Securities
of the AXA Enterprise and GST Funds
      The tables below compare some of the investment techniques that may (but are not required to) be used by an AXA Enterprise Fund in seeking to achieve its investment objective with those that may be used by a GST Fund. Numbers in this table show allowable usage only; for actual usage, consult the AXA Enterprise Funds’ or GST Fund’s annual/semi-annual reports.
AXA Enterprise Multimanager Core Equity Fund and Goldman Sachs Structured U.S. Equity Fund:
                 
10 Percent of total assets (including securities        
lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing        
for investment purposes) (Roman type)        
• No specific % limitation on usage; limited       Goldman Sachs
only by the objective and strategies of the   AXA Enterprise   Structured
Fund   Multimanager Core   U.S. Equity
— Not permitted   Equity Fund   Fund
         
Investment Practices
                
Borrowings
     33 1/3     33 1/3
Cross Hedging of Currencies
     •       •  
Custodial Receipts and Trust Certificates
     —       •  
Equity Swaps
     —       • 1
Foreign Currency Transactions
     •       • 2
Futures Contracts and Options on Futures Contracts
     —       • 3
Investment Company Securities (including iShares SM and Standard & Poor’s Depositary ReceiptsTM )
     10       10  
Options on Securities and Securities Indices4
     —       • 5
Repurchase Agreements
     •       •  
Securities Lending
     33 1/3     33 1/3
Unseasoned Companies
     —       •  
Warrants and Stock Purchase Rights
     •       •  
When-Issued Securities and Forward Commitments
     •       •  
 
1. Limited to 15% of assets (together with other illiquid securities) for all structured securities and all swap transactions that are not deemed to be liquid.
 
2. Limited by the amount the GST Fund invests in foreign securities.
 
3. The GST Fund may enter into futures transactions only with respect to the S&P 500® Index.
 
4. Each Fund may purchase and sell call and put options.
 
5. The GST Fund may sell covered call and put options and purchase call and put options.

B-1

 

                 
10 Percent of total assets (excluding securities        
lending collateral) (Italic type)        
10 Percent of net assets (including borrowing        
for investment purposes) (Roman type)        
• No specific % limitation on usage; limited        
only by the objective and strategies of the   AXA Enterprise   Goldman Sachs
Fund   Multimanager Core   Structured
— Not permitted   Equity Fund   U.S. Equity Fund
         
Investment Securities
                
American and Global Depositary Receipts
     •       •  
Asset-Backed Securities
     •       —  
Bank Obligations
     •       • 1
Convertible Securities
     •       • 2
Corporate Debt Obligations
     •       • 1
Equity Investments
     80+       90+  
Emerging Country Securities
     •       —  
Fixed Income Securities
     •       10 1,3
Foreign Government Securities
     •       —  
Foreign Securities
     20       • 4
Real Estate Investment Trusts (“REITs”)
     —       •  
Structured Securities
     •       • 5
Temporary Investments
     100       35  
U.S. Government Securities
     •       • 1
 
1. Limited by the amount the GST Fund invests in fixed-income securities and limited to cash equivalents only. The Fund may invest in bank obligations issued by U.S. or foreign banks.
 
2. The GST Fund has no minimum rating criteria for convertible debt securities.
 
3. Except as noted under “Convertible Securities,” fixed-income securities must be investment grade (i.e., BBB or higher by S&P, Baa or higher by Moody’s or have a comparable rating by another NRSRO at the time of investment).
 
4. Equity securities of foreign issuers must be traded in the United States.
 
5. Limited to 15% of net assets (together with other illiquid securities) for all structured securities that are not deemed to be liquid and all swap transactions.

B-2

 

AXA Enterprise Multimanager Growth Fund and Goldman Sachs Structured Large Cap Growth Fund:
                 
10 Percent of total assets (including securities        
lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing        
for investment purposes) (Roman type)        
• No specific % limitation on usage; limited       Goldman Sachs
only by the objective and strategies of the   AXA Enterprise   Structured Large
Fund   Multimanager Growth   Cap Growth
— Not permitted   Fund   Fund
         
Investment Practices
                
Borrowings
     33 1/3     33 1/3
Cross Hedging of Currencies
     •       •  
Custodial Receipts and Trust Certificates
     —       •  
Equity Swaps
     —       • 1
Foreign Currency Transactions
     •       • 2
Futures Contracts and Options on Futures Contracts
     —       • 3
Investment Company Securities (including iShares SM and Standard & Poor’s Depositary Receipts™ )
     10       10  
Options on Foreign Currencies4
     •       •  
Options on Securities and Securities Indices
     —       • 5
Repurchase Agreements
     •       •  
Securities Lending
     33 1/3     33 1/3
Unseasoned Companies
     —       •  
Warrants and Stock Purchase Rights
     •       •  
When-Issued Securities and Forward Commitments
     •       •  
 
1. Limited to 15% of net assets (together with other illiquid securities) for all structured securities and all swap transactions which are not deemed to be liquid.
 
2. Limited by the amount the GST Fund invests in foreign securities.
 
3. The GST Fund may enter into future transactions only with respect to a representative index.
 
4. Each Fund may purchase and sell call and put options.
 
5. The GST Fund may sell covered call and put options and purchase call and put options.

B-3

 

                 
10 Percent of total assets (excluding securities        
lending collateral) (Italic type)        
10 Percent of net assets (including borrowing        
for investment purposes) (Roman type)        
• No specific % limitation on usage; limited       Goldman Sachs
only by the objective and strategies of the   AXA Enterprise   Structured Large
Fund   Multimanager Growth   Cap Growth
— Not permitted   Fund   Fund
         
Investment Securities
                
American and Global Depositary Receipts
     •       •  
Asset-Backed Securities
     •       —  
Bank Obligations
     •       • 1
Convertible Securities
     —       • 2
Corporate Debt Obligations
     •       • 1
Equity Investments
     •       80+  
Emerging Country Securities
     •       —  
Fixed Income Securities
     •       20 1,3
Foreign Government Securities
     •       —  
Foreign Securities
     20       • 4
Real Estate Investment Trusts (“REITs”)
     —       •  
Structured Securities
     —       • 5
Temporary Investments
     100       35  
U.S. Government Securities
     •       • 1
 
1. Limited by the amount the GST Fund invests in fixed-income securities and limited to cash equivalents only. The GST Fund may invest in bank obligations issued by U.S. or foreign banks.
 
2. The GST Fund has no minimum rating criteria for convertible debt securities.
 
3. Except as noted under “Convertible Securities,” fixed-income securities must be investment grade (i.e., BBB or higher by S&P, Baa or higher by Moody’s or have a comparable rating by another NRSRO) at the time of investment.
 
4. Equity securities of foreign issuers must be traded for the United States.
 
5. Limited to 15% of net assets (together with other illiquid securities) for all structured securities that are not deemed to be liquid and all swap transactions.

B-4

 

AXA Enterprise Multimanager Mid Cap Growth Fund and Goldman Sachs Growth Opportunities Fund:
                 
10 Percent of total assets (including securities        
lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing        
for investment purposes) (Roman type)        
• No specific % limitation on usage; limited        
only by the objective and strategies of the   AXA Enterprise   Goldman Sachs
Fund   Multimanager   Growth
— Not permitted   Mid Cap Growth Fund   Opportunities Fund
         
Investment Practices
                
Borrowings
     33 1/3     33 1/3
Cross Hedging of Currencies
     •       •  
Custodial Receipts and Trust Certificates
     —       •  
Equity Swaps
     —       • 1
Foreign Currency Transactions
     •       • 2
Futures Contracts and Options on Futures Contracts
     •       •  
Investment Company Securities (including iShares SM and Standard & Poor’s Depositary Receipts™ )
     10       10  
Options on Foreign Currencies3
     •       •  
Options on Securities and Securities Indices
     •       • 4
Repurchase Agreements
     •       •  
Securities Lending
     33 1/3     33 1/3
Short Sales Against the Box
     10 5     25  
Unseasoned Companies
     •       •  
Warrants and Stock Purchase Rights
     •       •  
When-Issued Securities and Forward Commitments
     •       •  
 
1. Limited to 15% of net assets (together with other illiquid securities) for all structured securities and all swap transactions that are not deemed to be liquid.
 
2. Limited by the amount the Fund invests in foreign securities.
 
3. Each Fund may purchase and sell call and put options.
 
4. The GST Fund may sell covered call and put options and purchase call and put options.
 
5. The AXA Enterprise Fund may also cover a short sale by depositing in a segregated account cash, U.S. Government securities, or other liquid securities in an amount equal to the market value of the securities sold short.

B-5

 

                 
10 Percent of total assets (excluding securities        
lending collateral) (Italic type)        
10 Percent of net assets (including borrowing        
for investment purposes) (Roman type)        
• No specific % limitation on usage; limited   AXA Enterprise   Goldman Sachs
only by the objective and strategies of the   Multimanager   Growth
Fund   Mid Cap   Opportunities
— Not permitted   Growth Fund   Fund
         
Investment Securities
                
American, European and Global Depositary Receipts
     •       •  
Asset-Backed Securities
     •       • 1
Bank Obligations
     •       • 1
Convertible Securities
     •       • 2
Corporate Debt Obligations
     •       • 1
Equity Investments
     80+       90+  
Emerging Country Securities
     •       10 3
Fixed Income Securities
     •       • 4
Foreign Securities
     20       25 3
Foreign Government Securities
     •       —  
Mortgage-Backed Securities
     —       •  
Non-Investment Grade Fixed Income Securities
     —       10 5
Real Estate Investment Trusts (“REITs”)
     •       •  
Structured Securities
     —       • 6
Temporary Investments
     100       100  
U.S. Government Securities
     •       • 1
 
1. Limited by the amount the GST Fund invests in fixed income securities.
 
2. The GST Fund uses the same rating criteria for convertible and non-convertible debt securities.
 
3. The GST Fund may invest in the aggregate up to 25% of its total assets in foreign securities, including emerging country securities.
 
4. Except as noted under “Convertible Securities” and “Non-Investment Grade Fixed-Income Securities,” fixed income securities must be investment grade (i.e. BBB or higher by S&P, Baa or higher by Moody’s or have a comparable rating by another NRSRO).
 
5. May be BB or lower by S&P, Ba or lower by Moody’s or have a comparable rating by another NRSRO at the time of investment.
 
6. Limited to 15% of net assets (together with other illiquid securities) for all structured securities that are not deemed to be liquid and all swap transactions.

B-6

 

AXA Enterprise Multimanager Mid Cap Value Fund and Goldman Sachs Mid Cap Value Fund:
                 
10 Percent of total assets (including securities        
lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing        
for investment purposes) (Roman type)        
• No specific % limitation on usage; limited        
only by the objective and strategies of the   AXA Enterprise    
Fund   Multimanager Mid   Goldman Sachs Mid
— Not permitted   Cap Value Fund   Cap Value Fund
         
Investment Practices
                
Borrowings
     33 1/3     33 1/3
Cross Hedging of Currencies
     •       •  
Custodial Receipts and Trust Certificates
     —       •  
Equity Swaps
     —       • 1
Foreign Currency Transactions
     •       • 2
Futures Contracts and Options on Futures Contracts
     •       •  
Investment Company Securities (including iShares SM and Standard & Poor’s Depositary Receipts™ )
     10       10  
Options on Foreign Currencies3
     •       •  
Options on Securities and Securities Indices
     •       • 4
Repurchase Agreements
     •       •  
Securities Lending
     33 1/3     33 1/3
Short Sales Against the Box
     —       25  
Unseasoned Companies
     •       •  
Warrants and Stock Purchase Rights
     •       •  
When-Issued Securities and Forward Commitments
     •       •  
 
1. Limited to 15% of net assets (together with other illiquid securities) for all structured securities and all swap transactions which are not deemed to be liquid.
 
2. Limited by the amount the Fund invests in foreign securities.
 
3. Each Fund may purchase and sell call and put options.
 
4. The GST Fund may sell covered call and put options and purchase call and put options.

B-7

 

                 
10 Percent of total assets (excluding securities        
lending collateral) (Italic type)        
10 Percent of net assets (including borrowing        
for investment purposes) (Roman type)        
• No specific % limitation on usage; limited   AXA Enterprise    
only by the objective and strategies of the   Multimanager   Goldman Sachs
Fund   Mid Cap Value   Mid Cap Value
— Not permitted   Fund   Fund
         
Investment Securities
                
American, European and Global Depositary Receipts
     •       •  
Asset-Backed Securities
     •       • 1
Bank Obligations
     •       • 1
Convertible Securities
     —       • 2
Corporate Debt Obligations
     •       • 1
Equity Investments
     80+       80+  
Emerging Country Securities
     •       25 3
Fixed Income Securities
     •       20 4,5
Foreign Securities
     20       25 3
Foreign Government Securities
     •       —  
Mortgage-Backed Securities
     —       •  
Non-Investment Grade Fixed Income Securities
     —       10 6
Real Estate Investment Trusts (“REITs”)
     •       •  
Structured Securities
     —       • 7
Temporary Investments
     100       100  
U.S. Government Securities
     •       • 1
 
1. Limited by the amount the GST Fund invests in fixed income securities.
 
2. The GST Fund uses the same rating criteria for convertible and non-convertible debt securities.
 
3. The GST Fund may invest in the aggregate up to 25% of its net assets in foreign securities, including emerging country securities.
 
4. Except as noted under “Convertible Securities” and “Non-Investment Grade Fixed-Income Securities,” fixed income securities must be investment grade (i.e. BBB or higher by S&P, Baa or higher by Moody’s or have a comparable rating by another NRSRO).
 
5. The GST Fund may invest an aggregate of 20% of its net assets in: (i) securities of companies with public stock market capitalizations outside the range of companies constituting the Russell Midcap® Value Index at the time of investment; and (ii) fixed income securities.
 
6. Must be B or higher by S&P, B or higher by Moody’s or have a comparable rating by another NRSRO at the time of investment.
 
7. Limited to 15% of net assets (together with other illiquid securities) for all structured securities that are not deemed to be liquid and all swap transactions.

B-8

 

AXA Enterprise Multimanager Value Fund and Goldman Sachs Structured Large Cap Value Fund:
                 
10 Percent of total assets (including securities        
lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing        
for investment purposes) (Roman type)        
• No specific % limitation on usage; limited       Goldman Sachs
only by the objective and strategies of the   AXA Enterprise   Structured
Fund   Multimanager   Large Cap
— Not permitted   Value Fund   Value Fund
         
Investment Practices
                
Borrowings
     33 1/3     33 1/3
Cross Hedging of Currencies
     •       •  
Custodial Receipts and Trust Certificates
     —       •  
Equity Swaps
     —       • 1
Foreign Currency Transactions
     •       • 2
Futures Contracts and Options on Futures Contracts
     •       • 3
Investment Company Securities (including iShares SM and Standard & Poor’s Depositary Receipts™ )
     10       10  
Options on Foreign Currencies4
     •       •  
Options on Securities and Securities Indices
     •       • 5
Repurchase Agreements
     •       •  
Securities Lending
     33 1/3     33 1/3
Short Sales Against the Box
     10 6     —  
Unseasoned Companies
     —       •  
Warrants and Stock Purchase Rights
     •       •  
When-Issued Securities and Forward Commitments
     •       •  
 
1. Limited to 15% of assets (together with other illiquid securities) for all structured securities and all swap transactions that are not deemed to be liquid.
 
2. Limited by the amount the GST Fund invests in foreign securities.
 
3. The GST Fund may enter into futures transactions only with respect to a representative index.
 
4. Each Fund may purchase and sell call and put options.
 
5. The GST Fund may sell covered call and put options and purchase call and put options.
 
6. The AXA Enterprise Fund may also cover a short sale by depositing in a segregated account cash, U.S. Government securities, or other liquid securities in an amount equal to the market value of the securities sold short.

B-9

 

                 
10 Percent of total assets (excluding securities        
lending collateral) (Italic type)        
10 Percent of net assets (including borrowing        
for investment purposes) (Roman type)        
• No specific % limitation on usage; limited        
only by the objective and strategies of the   AXA Enterprise   Goldman Sachs
Fund   Multimanager Value   Structured Large
— Not permitted   Fund   Cap Value Fund
         
Investment Securities
                
American and Global Depositary Receipts
     •       •  
Asset-Backed Securities
     •       —  
Bank Obligations
     •       • 1
Convertible Securities
     —       • 2
Corporate Debt Obligations
     •       • 1
Equity Investments
     •       80+  
Emerging Country Securities
     •       —  
Fixed Income Securities
     •       20 1,3
Foreign Government Securities
     •       —  
Foreign Securities
     20       • 4
Real Estate Investment Trusts (“REITs”)
     —       •  
Structured Securities
     —       • 5
Temporary Investments
     100       35  
U.S. Government Securities
     •       • 1
 
1. Limited by the amount the GST Fund invests in fixed-income securities and limited to cash equivalents only. The Fund may invest in bank obligations issued by U.S. or foreign banks.
 
2. The GST Fund has no minimum rating criteria for convertible debt securities.
 
3. Except as noted under “Convertible Securities,” fixed-income securities must be investment grade (i.e., BBB or higher by S&P, Baa or higher by Moody’s or have a comparable rating by another NRSRO) at the time of investment.
 
4. Equity securities of foreign issuers must be traded in the United States.
 
5. Limited to 15% of net assets (together with other illiquid securities) for all structured securities that are not deemed to be liquid and all swap transactions.

B-10

 

AXA Enterprise Multimanager International Equity Fund and Goldman Sachs Structured International Equity Fund:
                 
10 Percent of total assets (including        
securities lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing        
for investment purposes) (Roman type)        
• No specific % limitation on usage; limited   AXA Enterprise   Goldman Sachs
only by the objective and strategies of the   Multimanager   Structured
Fund   International   International
— Not permitted   Equity Fund   Equity Fund
         
Investment Practices
                
Borrowings
     33 1/3     33 1/3
Cross Hedging of Currencies
     •       •  
Currency Swaps
     •       15  
Custodial Receipts and Trust Certificates
     —       •  
Equity Swaps
     •       • 1
Foreign Currency Transactions
     •       • 2
Futures Contracts and Options on Futures Contracts
     •       • 3
Investment Company Securities (including iSharesSM and Standard & Poor’s Depositary Receipts™)
     10       10  
Options on Foreign Currencies4
     •       •  
Options on Securities and Securities Indices
     •       • 5
Repurchase Agreements
     •       •  
Securities Lending
     33 1/3     33 1/3
Unseasoned Companies
     •       •  
Warrants and Stock Purchase Rights
     •       •  
When-Issued Securities and Forward Commitments
     •       •  
 
1. Limited to 15% of assets (together with other illiquid securities) for all structured securities and all swap transactions that are not deemed to be liquid.
 
2. Limited by the amount the GST Fund invests in foreign securities.
 
3. The GST Fund may enter into future transactions only with respect to a representative index.
 
4. Each Fund may purchase and sell call and put options.
 
5. The GST Fund may sell covered call and put options and purchase call and put options.

B-11

 

                 
10 Percent of total assets (excluding securities        
lending collateral) (Italic type)        
10 Percent of net assets (including borrowing        
for investment purposes) (Roman type)        
• No specific % limitation on usage; limited   AXA Enterprise   Goldman Sachs
only by the objective and strategies of the   Multimanager   Structured
Fund   International   International
— Not permitted   Equity Fund   Equity Fund
         
Investment Securities
                
American, European and Global Depositary Receipts
     •       •  
Asset-Backed Securities
     •       —  
Bank Obligations
     •       • 1
Convertible Securities
     •       • 2
Corporate Debt Obligations
     •       • 1
Equity Investments
     80+       80+  
Emerging Country Securities
     •       25  
Fixed Income Securities
     •       20 1,3
Foreign Government Securities
     •       • 1
Foreign Securities
     65+       • 4
Real Estate Investment Trusts (“REITs”)
     —       •  
Structured Securities
     —       • 5
Temporary Investments
     100       35  
U.S. Government Securities
     •       • 1
 
1. Limited by the amount the GST Fund invests in fixed-income securities and limited to cash equivalents only. The GST Fund may invest in bank obligations issued by U.S. or foreign banks.
 
2. The GST Fund has no minimum rating criteria for convertible debt securities.
 
3. Except as noted under “Convertible Securities,” fixed-income securities must be investment grade (i.e., BBB or higher by S&P, Baa or higher by Moody’s or have a comparable rating by another NRSRO) at the time of investment.
 
4. Equity securities of foreign issuers need not be traded in the United States.
 
5. Limited to 15% of net assets (together with other illiquid securities) for all structured securities that are not deemed to be liquid and all swap transactions.

B-12

 

AXA Enterprise Multimanager Technology Fund and Goldman Sachs Tollkeeper Fund:
                 
10 Percent of total assets (including        
securities lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing        
for investment purposes) (Roman type)        
• No specific % limitation on usage; limited   AXA Enterprise    
only by the objective and strategies of the   Multimanager   Goldman Sachs
Fund   Technology   Tollkeeper
— Not permitted   Fund   Fund
         
Investment Practices
                
Borrowings
     33 1/3     33 1/3
Credit, Currency, Index, Interest Rate, Total Return and Mortgage Swaps
     •       —  
Cross Hedging of Currencies
     •       •  
Custodial Receipts and Trust Certificates
     —       •  
Equity Swaps
     •       15 1
Foreign Currency Transactions
     •       • 2
Futures Contracts and Options on Futures Contracts
     —       •  
Investment Company Securities (including iSharessm and Standard & Poor’s Depositary Receiptstm)
     10       10  
Options on Foreign Currencies3
     •       •  
Options on Securities and Securities Indices
     —       • 4
Repurchase Agreements
     •       •  
Securities Lending
     33 1/3     33 1/3
Short Sales Against the Box
     —       25  
Unseasoned Companies
     •       •  
Warrants and Stock Purchase Rights
     •       •  
When-Issued Securities and Forward Commitments
     •       •  
 
1. Limited to 15% of net assets (together with other illiquid securities) for all structured securities that are not deemed to be liquid and all swap transactions.
 
2. Limited by the amount the GST Fund invests in foreign securities.
 
3. Each Fund may purchase and sell call and put options.
 
4. The GST Fund may sell covered call and put options and purchase call and put options.

B-13

 

                 
10 Percent of total assets (excluding securities        
lending collateral) (Italic type)        
10 Percent of net assets (including borrowing        
for investment purposes) (Roman type)        
• No specific % limitation on usage; limited        
only by the objective and strategies of the   AXA Enterprise    
Fund   Multimanager   Goldman Sachs
— Not permitted   Technology Fund   Tollkeeper Fund
         
Investment Securities
                
American, European and Global Depositary Receipts
     •       •  
Asset-Backed Securities
     •       • 1
Bank Obligations
     •       • 1
Convertible Securities
     —       • 2
Corporate Debt Obligations
     •       • 1
Equity Investments
     80+       80+  
Emerging Country Securities
     •       25 3
Fixed Income Securities
     •       20  
Foreign Securities
     50       25 3
Foreign Government Securities
     •       —  
Mortgage-Backed Securities
     —       • 1
Non-Investment Grade Fixed Income Securities
     •       204  
Real Estate Investment Trusts (“REITs”)
     —       •  
Structured Securities
     —       • 1,5
Temporary Investments
     100       •  
U.S. Government Securities
     •       • 1
 
1. Limited by the amount the GST Fund invests in fixed-income securities.
 
2. The GST Fund uses the same rating criteria for convertible and non-convertible debt securities.
 
3. The GST Fund may invest in the aggregate up to 25% of its total assets in foreign securities, including emerging country securities.
 
4. May be BB or lower by S&P, Ba or lower by Moody’s or have a comparable rating by another NRSRO at the time of investment.
 
5. Limited to 15% of net assets (together with other illiquid securities) for all structured securities that are not deemed to be liquid and all swap transactions.

B-14

 

AXA Enterprise Multimanager Core Bond Fund and Goldman Sachs Core Plus Fixed Income Fund:
                 
10 Percent of total assets (including        
securities lending collateral) (Italic type)        
10 Percent of net assets (excluding borrowing        
for investment purposes) (Roman type)        
• No specific % limitation on usage; limited        
only by the objective and strategies of the   AXA Enterprise   Goldman Sachs Core
Fund   Multimanager Core   Plus Fixed Income
— Not permitted   Bond Fund   Fund
         
Investment Practices
                
Borrowings
     33 1/3     33 1/3
Credit, Interest Rate and Total Return Swaps
     •       • 1
Currency Options and Futures
     •       •  
Cross Hedging of Currencies
     •       •  
Currency Swaps
     •       • 1
Dollar Rolls
     •       • 2
Financial Futures Contracts
     •       •  
Forward Foreign Currency Exchange Contracts
     •       •  
Futures Contracts and Options on Futures Contracts
     •       •  
Interest Rate Floors, Caps and Collars
     —       •  
Loan Participations
     •       —  
Mortgage Swaps
     •       • 1
Options (including Options on Futures)
     •       •  
Options on Foreign Currencies
     •       •  
Repurchase Agreements
     •       • 3
Securities Lending
     33 1/3     33 1/3
Short sales against the box
     10 4     —  
When-Issued Securities and Forward Commitments
     •       •  
 
1. Limited to 15% of net assets (together with other illiquid securities) for all structured securities and swap transactions that are not deemed to be liquid.
 
2. The GST Fund may use Mortgage Dollar Rolls only.
 
3. The GST Fund may enter into repurchase agreements collateralized by securities issues by foreign governments.
 
4. The AXA Enterprise Fund may also cover a short sale by depositing a segregated account cash, U.S. Government securities or other liquid securities in an amount equal to the market value of the securities sold short.

B-15

 

                   
10 Percent of total assets (excluding securities        
lending collateral) (Italic type)        
10 Percent of net assets (including borrowing        
for investment purposes) (Roman type)        
• No specific % limitation on usage; limited        
only by the objective and strategies of the   AXA Enterprise   Goldman Sachs
Fund   Multimanager Core   Core Plus Fixed
— Not permitted   Bond Fund   Income Fund
         
Investment Securities
                
Asset-Backed Securities
     •       •  
Bank Obligations
     •       •  
Convertible Securities
     —       •  
Corporate Debt Obligations
     •       •  
Emerging Country Securities
     •       15 1
Floating and Variable Rate Obligations
     •       • 2
Foreign Securities
     • 4     • 3,5
Lower Grade Fixed Income Securities
     10       15  
Mortgage-Backed Securities
                
 
Adjustable Rate Mortgage Loans
     •       •  
 
Collateralized Mortgage Obligations
     •       •  
 
Fixed Rate Mortgage Loans
     •       •  
 
Government Issued Mortgage-Backed Securities
     •       •  
 
Multiple Class Mortgage-Backed Securities
     •       •  
 
Privately Issued Mortgage-Backed Securities
     •       •  
 
Stripped Mortgage-Backed Securities
     •       •  
Preferred Stock, Warrants and Rights
     •       •  
Structured Securities
     •       • 2
Taxable Municipal Securities
     •       •  
Tax-Free Municipal Securities
     •       •  
Temporary Investments
     100       •  
Trust Preferred Securities
     —       •  
U.S. Government Securities
     •       •  
 
1. The GST Fund may invest in the aggregate up to 15% of its total assets in emerging country securities.
 
2. Limited to 15% of net assets (together with other illiquid securities) for all structured securities and swap transactions that are not deemed to be liquid and all swap transactions.
 
3. Includes issuers domiciled in one country and issuing securities denominated in the currency of another.
 
4. The AXA Enterprise Fund may invest up to 10% of its total assets in securities denominated in foreign currencies and may invest beyond this limit in U.S. dollar-denominated securities of foreign issuers.
 
5. The GST Fund may invest up to 25% of its total assets in securities not denominated in U.S. dollars. If the GST Fund’s position is hedged against currency risk, such is not counted when calculating compliance with this 25% limitation.

B-16

 

APPENDIX C
Comparison of the Investment Restrictions of the
AXA Enterprise and GST Funds
      This section briefly compares and contrasts certain fundamental and non-fundamental investment restrictions of each AXA Enterprise Fund with those of its corresponding GST Fund. More complete information may be found in the respective statements of additional information for the AXA Enterprise Funds and the GST Funds.
      Unless otherwise indicated, the restrictions discussed below are fundamental policies of an AXA Enterprise or GST Fund. This means that they cannot be changed without approval of shareholders. Investment restrictions that are non-fundamental may be changed for the AXA Enterprise Funds and GST Funds by the Boards of Trustees of AXA Enterprise Funds and GST, respectively.
      Maintenance of Status as a “Diversified Company.” All the AXA Enterprise Funds (except the AXA Enterprise Multimanager Technology Fund) and GST Funds are “diversified companies” as defined by the 1940 Act. A “diversified company” is one that, with respect to at least 75% of the value of its total assets, is invested in cash, cash items, government securities and other securities. Investments in other securities are limited as to any one issuer to: (1) an amount no greater than 5% of the value of the total assets of the Fund; and (2) not more than 10% of the outstanding voting securities of the issuer. The AXA Enterprise Funds employ the following non-fundamental policy with respect to this diversification restriction: (1) mortgage- and asset-backed securities will not be considered to have been issued by the same issuer by reason of the securities having the same sponsor, and mortgage- and asset-backed securities issued by a finance or other special purpose subsidiary that are not guaranteed by the parent company will be considered to be issued by a separate issuer from the parent company, and (2) each AXA Enterprise Fund will not consider repurchase agreements to be subject to the above-stated 5% limitation if the collateral underlying the repurchase agreements consists exclusively of obligations issued or guaranteed by the United States government, its agencies or instrumentalities.
      Issuance of Senior Securities. The AXA Enterprise Funds may not issue senior securities, except as permitted under the 1940 Act, and then not in excess of 331/3% of the AXA Enterprise Fund’s total assets (including the amount of the senior securities issued but reduced by any liabilities not constituting senior securities) at the time of the issuance. For purposes of this restriction, the purchase or sale of securities on a “when-issued,” delayed delivery or forward commitment basis, and the purchase and sale of options and futures contracts and collateral arrangements with respect thereto are not deemed to be the issuance of a senior security. The GST Funds are prohibited from issuing senior securities except to the extent such issuance would not violate applicable law.
      Borrowings. The AXA Enterprise Funds may not borrow money, except as permitted under the 1940 Act, and then not in excess of 331/3% of the AXA Enterprise Fund’s total assets at the time of the borrowing, except that each AXA Enterprise Fund may borrow up to an additional 5% of its total assets (not including the amount borrowed) for temporary purposes such as clearance of portfolio transactions and share redemptions. For purposes of this restriction, the purchase or sale of securities on a “when-issued,” delayed delivery or forward commitment basis, the purchase and sale of options and futures contracts and collateral arrangements with respect thereto are not deemed to be a borrowing or a pledge of assets.
      Each GST Fund has a fundamental investment restriction of not borrowing money, except each GST Fund may: (1) borrow from banks or through reverse repurchase agreements in amounts up to 331/3% of its total assets (including the amount borrowed); (2) to the extent permitted by applicable law, borrow up to an additional 5% of its total assets for temporary purposes; (3) obtain short-term credits necessary for the clearance of purchases and sales of portfolio securities; (4) purchase securities on margin to the extent permitted by applicable law; and (5) engage in transactions in mortgage dollar rolls which are accounted for as financings. In addition, each GST Fund has a non-fundamental policy prohibiting a GST Fund from purchasing additional securities if its borrowings (excluding covered mortgage dollar rolls) exceed 5% of its net assets.

C-1

 

      As a non-fundamental policy, both the AXA Enterprise Funds and GST Funds may not purchase additional securities if a Fund’s borrowings exceed 5% of its net assets.
      Securities Underwriting. Both the AXA Enterprise Funds and the GST Funds have similar restrictions with respect to securities underwriting. Neither the AXA Enterprise Funds nor the GST Funds may underwrite securities issued by others except to the extent that the sale of portfolio securities may be deemed to be an underwriting.
      Concentration in Industries. Both the AXA Enterprise Funds and the GST Funds have a similar restriction generally prohibiting them from investing 25% or more of their respective total assets in the securities of one or more issuers conducting their principal business activities in the same industry. The AXA Enterprise Funds may not purchase any security if, as a result of that purchase, 25% or more of an AXA Enterprise Fund’s total assets would be invested in securities of issuers having their principal business activities in the same industry, except that this limitation does not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities or to municipal securities and except that the AXA Enterprise Multimanager Technology Fund, under normal circumstances, will invest 25% or more of its total assets in the related group of industries consisting of the technology industries (e.g., computers, electronics (including hardware and components), communications, software, e-commerce, information service, biotechnology, chemical products and synthetic materials, and defense and aerospace industries).
      For purposes of applying this restriction to the Goldman Sachs Core Plus Fixed Income Fund, the Fund may not invest more than 25% of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry (excluding the U.S. Government or its agencies or instrumentalities). (For the purposes of this restriction, state and municipal governments and their agencies, authorities and instrumentalities are not deemed to be industries; telephone companies are considered to be a separate industry from water, gas or electric utilities; personal credit finance companies and business credit finance companies are deemed to be separate industries; and wholly-owned finance companies are considered to be in the industry of their parents if their activities are primarily related to financing the activities of their parents.) This restriction with respect to the Goldman Sachs Core Plus Fixed Income Fund does not apply to investments in municipal securities which have been pre-refunded by the use of obligations of the U.S. Government or any of its agencies or instrumentalities. These municipal securities include (a) municipal securities, the interest on which is paid solely from revenues of similar projects such as hospitals, electric utility systems, multi-family housing, nursing homes, commercial facilities (including hotels), steel companies or life care facilities; (b) municipal securities whose issuers are in the same state; and (c) industrial development obligations.
      For purposes of applying this restriction to the Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio, Goldman Sachs Growth Strategy Portfolio, and Goldman Sachs Equity Growth Strategy Portfolio, each of these GST Funds may not invest 25% or more of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry (excluding investment companies and the U.S. Government or any of its agencies or instrumentalities). (For the purposes of this restriction, state and municipal governments and their agencies, authorities and instrumentalities are not deemed to be industries; telephone companies are considered to be a separate industry from water, gas or electric utilities; personal credit finance companies and business credit finance companies are deemed to be separate industries; and wholly-owned finance companies are considered to be in the industry of their parents if their activities are primarily related to financing the activities of their parents.) This restriction does not apply to investments in municipal securities which have been pre-refunded by the use of obligations of the U.S. Government or any of its agencies or instrumentalities.
      This restriction does not apply to the Goldman Sachs Tollkeeper Fund. The Goldman Sachs Tollkeeper Fund will invest at least 25% of its total assets in companies in one or more of the media, telecommunications, technology and/or internet industries.
      For purposes of applying this restriction to the GST Funds, the U.S. Government or any of its agencies or instrumentalities are excluded.

C-2

 

      Purchases of Real Estate. The AXA Enterprise Funds may not purchase or sell real estate, except that investments in securities of issuers that invest in real estate and investments in mortgage-backed securities, mortgage participations or other instruments supported by interests in real estate are not subject to this limitation, and except that each AXA Enterprise Fund may exercise rights under agreements relating to such securities, including the right to enforce security interests and to hold real estate acquired by reason of such enforcement until that real estate can be liquidated in an orderly manner. The GST Funds may not purchase, hold or deal in real estate, although the GST Funds may purchase or sell: (1) securities secured by real estate or interests in real estate, (2) securities of REITs, (3) mortgage-related securities, and (4) may hold and sell real estate acquired by a Fund as a result of the ownership of securities.
      Commodities. The AXA Enterprise Funds may not purchase or sell physical commodities unless acquired as a result of owning securities or other instruments, but each Fund may purchase, sell or enter into financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments. None of the GST Funds may invest in commodities or commodity contracts, except that the GST Funds may invest in currency and financial instruments and contracts that are commodities or commodity contracts.
      Loans. The AXA Enterprise Funds may not make loans, except loans of portfolio securities or through repurchase agreements, provided that for purposes of this restriction, the acquisition of bonds, debentures, other debt securities or instruments, or participations or other interests therein and investments in government obligations, commercial paper, certificates of deposit, bankers’ acceptances or similar instruments will not be considered the making of a loan. The GST Funds may not make loans except through (1) the purchase of debt obligations in accordance with each GST Fund’s investment objective and policies; (2) repurchase agreements with banks, brokers, dealers and other financial institutions; and (3) loans of securities as permitted by applicable law.
      Investments in Other Investment Companies or Series Thereof. As a non-fundamental policy, the AXA Enterprise Funds may not purchase securities of other investment companies, except to the extent permitted by the 1940 Act and the rules and orders thereunder and except that (i) this limitation does not apply to securities received or acquired as dividends, through offers of exchange, or as a result of reorganization, consolidation, or merger and (ii) each AXA Enterprise Fund, except the AXA Enterprise Conservative Allocation Fund, AXA Enterprise Moderate Allocation Fund, AXA Enterprise Moderate-Plus Allocation Fund, and AXA Enterprise Aggressive Allocation Fund, may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or (G) of the 1940 Act. Notwithstanding any other fundamental investment restriction or policy, a GST Fund may invest some or all of its assets in a single open-end investment company or series thereof with substantially the same investment objective, restrictions and policies as the GST Fund.
      Investments in Illiquid Securities. As a non-fundamental limitation, each AXA Enterprise Fund will not invest more than 15% of its net assets in illiquid securities. As a non-fundamental limitation, the GST Funds may not acquire any illiquid (not readily marketable) investments if more than 15% of their net assets would be invested in illiquid investments.
      Investments for Purposes of Exercising Control. As a non-fundamental policy, the GST Funds are restricted from investing in companies for the purpose of exercising control or management (but this does not prevent a GST Asset Allocation Fund from purchasing a controlling interest in one or more of the Underlying Funds consistent with its investment objective and policies). The AXA Enterprise Funds have no similar restriction.
      Short Sales of Securities. As a non-fundamental restriction, the AXA Enterprise Funds may not engage in short sales of securities or maintain a short position, except that each AXA Enterprise Fund may (a) engage in covered short sales and (b) maintain short positions in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments. As a non-fundamental limitation, the GST Funds may not make short sales of securities, except short sales against-the-box.

C-3

 

      Purchases of Securities on Margin. As a non-fundamental limitation, each of the AXA Enterprise Funds may not purchase securities on margin, except for short-term credit necessary for clearance of portfolio transactions and except that each AXA Enterprise Fund may make margin deposits in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments. As a fundamental policy, the GST Funds may purchase securities on margin to the extent permitted by applicable law.

C-4

 

APPENDIX D
      Additional Information Regarding the AXA Enterprise Asset Allocation Funds and GST Asset
Allocation Funds and Description of the Underlying Funds
      Each of the AXA Enterprise Asset Allocation Funds and GST Asset Allocation Funds invests its assets in Underlying Funds. The following table lists the Underlying Funds in which the AXA Enterprise Asset Allocation Funds were invested in as of its fiscal year end of October 31, 2006 and GST Asset Allocation Funds were invested in as of the fiscal period ended June 30, 2006. However, each AXA Enterprise Asset Allocation Fund and GST Asset Allocation Funds may invest in other Underlying Funds. See “AXA Enterprise Asset Allocation Funds and Respective GST Asset Allocation Funds — Description of the Underlying Funds” below for a brief summary of the investment objectives and investment strategies of all the Underlying Funds.
     
AXA Enterprise Aggressive Allocation Fund   Goldman Sachs Equity Growth Strategy Portfolio
Underlying Funds   Underlying Funds
AXA Enterprise Multimanager Value Fund
   Goldman Sachs Structured Large Cap Growth Fund
AXA Enterprise Multimanager International Equity Fund
   Goldman Sachs Structured Large Cap Value Fund
AXA Enterprise International Growth Fund
   Goldman Sachs Structured International Equity Fund
AXA Enterprise Small Company Value Fund
   Goldman Sachs Emerging Markets Equity Fund
AXA Enterprise Equity Income Fund
   Goldman Sachs Real Estate Securities Fund
AXA Enterprise Growth Fund
    
AXA Enterprise Deep Value Fund
    
AXA Enterprise Capital Appreciation Fund
    
AXA Enterprise Multimanager Core Bond Fund
    
AXA Enterprise Small Company Growth Fund
    
AXA Enterprise Equity Fund
    
AXA Enterprise Government Securities Fund
    
AXA Enterprise Multimanager Mid Cap Growth Fund
    
AXA Enterprise Multimanager Mid Cap Value Fund
    
     
AXA Enterprise Conservative Allocation Fund   Goldman Sachs Balanced Strategy Portfolio
Underlying Funds   Underlying Funds
AXA Enterprise Short Duration Bond Fund
   Goldman Sachs Structured Large Cap Growth Fund
AXA Enterprise Government Securities Fund
   Goldman Sachs Structured Large Cap Value Fund
AXA Enterprise Multimanager Core Bond Fund
   Goldman Sachs Structured International Equity Fund
AXA Enterprise Multimanager Value Fund
   Goldman Sachs Real Estate Securities Fund
AXA Enterprise High Yield Bond Fund
   Goldman Sachs Global Income Fund
AXA Enterprise Equity Income Fund
   Goldman Sachs High Yield Fund
AXA Enterprise Multimanager International Equity Fund
   Goldman Sachs Short Duration Government Fund
AXA Enterprise International Growth Fund
   Financial Square Prime Obligations Fund
AXA Enterprise Growth Fund
    
AXA Enterprise Capital Appreciation Fund
    
AXA Enterprise Equity Fund
    
AXA Enterprise Multimanager Mid Cap Value Fund
    
AXA Enterprise Multimanager Money Market Fund
    

D-1

 

     
AXA Enterprise Moderate Allocation Fund   Goldman Sachs Growth and Income Strategy
Underlying Funds   PortfolioUnderlying Funds
AXA Enterprise Short Duration Bond Fund
   Goldman Sachs Structured Large Cap Growth Fund
AXA Enterprise Multimanager Value Fund
   Goldman Sachs Structured Large Cap Value Fund
AXA Enterprise Multimanager Core Bond Fund
   Goldman Sachs Structured International Equity Fund
AXA Enterprise Government Securities Fund
   Goldman Sachs Emerging Markets Equity Fund
AXA Enterprise International Growth Fund
   Goldman Sachs Real Estate Securities Fund
AXA Enterprise Multimanager International Equity Fund
   Goldman Sachs Core Fixed Income Fund
AXA Enterprise Equity Income Fund
   Goldman Sachs Global Income Fund
AXA Enterprise Small Company Value Fund
   Goldman Sachs Short Duration Government Fund
AXA Enterprise High Yield Bond Fund
   Goldman Sachs Emerging Markets Debt Fund
AXA Enterprise Deep Value Fund
   Goldman Sachs High Yield Fund
AXA Enterprise Small Company Growth Fund
   Financial Square Prime Obligations Fund
AXA Enterprise Capital Appreciation Fund
    
AXA Enterprise Growth Fund
    
AXA Enterprise Equity Fund
    
AXA Enterprise Multimanager Mid Cap Value Fund
    
AXA Enterprise Multimanager Mid Cap Growth Fund
    
AXA Enterprise Money Market Fund
    
     
AXA Enterprise Moderate-Plus Allocation Fund   Goldman Sachs Growth Strategy Portfolio
Underlying Funds   Underlying Funds
AXA Enterprise Multimanager Value Fund
   Goldman Sachs Structured Large Cap Growth Fund
AXA Enterprise Multimanager International Equity Fund
   Goldman Sachs Structured Large Cap Value Fund
AXA Enterprise Multimanager Core Bond Fund
   Goldman Sachs Structured International Equity Fund
AXA Enterprise Short Duration Bond Fund
   Goldman Sachs Emerging Markets Equity Fund
AXA Enterprise Government Securities Fund
   Goldman Sachs Real Estate Securities Fund
AXA Enterprise Equity Income Fund
   Goldman Sachs Global Income Fund
AXA Enterprise Small Company Value Fund
   Goldman Sachs Core Fixed Income Fund
AXA Enterprise International Growth Fund
   Goldman Sachs Emerging Markets Debt Fund
AXA Enterprise Growth Fund
   Financial Square Prime Obligations Fund
AXA Enterprise Capital Appreciation Fund
    
AXA Enterprise Deep Value Fund
    
AXA Enterprise Equity Fund
    
AXA Enterprise Small Company Growth Fund
    
AXA Enterprise Multimanager Mid Cap Growth Fund
    
AXA Enterprise Multimanager Mid Cap Value Fund
    

D-2

 

      The following tables set forth a brief summary of the investment objectives and investment strategies of the Underlying Funds in which the AXA Enterprise Asset Allocation Funds and GST Asset Allocation Funds may, but are not required to, invest.
Information Regarding the Underlying Funds for the AXA Enterprise Asset Allocation Funds:
         
Underlying Fund   Investment Objectives   Principal Investment Strategy
         
Investment Grade Bond Funds and Money Market Fund
AXA Enterprise Multimanager Core Bond Fund   Seeks a balance of high current income and capital appreciation, consistent with a prudent level of risk.   Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in investment grade bonds. The Fund may purchase bonds of any maturity, but generally the Fund’s overall effective duration will be of an intermediate-term nature (similar to that of five- to seven-year U.S. Treasury notes) and have a comparable duration to that of the Lehman Brothers Aggregate Bond Index (currently, approximately 4.58 years).
 
AXA Enterprise Government Securities Fund   Seeks current income and safety of principal.   Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in securities that are obligations of the U.S. Government, its agencies or instrumentalities. The sub-adviser generally seeks to maintain a duration within 1.5 years of that of the Lehman Brothers U.S. Treasury Index, which had a duration of approximately 5.17 years as of December 31, 2005.
 
AXA Enterprise Short Duration Bond Fund   Seeks current income with reduced volatility of principal.   Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in bonds and other debt securities. The Fund seeks to maintain a high level of share price stability by keeping the average duration of the overall portfolio between one year and three years.
 
AXA Enterprise Money Market Fund   Seeks highest possible level of current income consistent with preservation of capital and liquidity.   Under normal circumstances, the Fund intends to invest only in short-term, high quality dollar denominated securities. The sub-adviser will actively manage the Fund’s average maturity based on current interest rates and its outlook on the market.
         
Underlying Fund   Investment Objectives   Investment Strategy
         
Large Cap Equity Funds
AXA Enterprise Multimanager Growth Fund   Seeks long-term growth of capital.   Under normal circumstances, the Fund intends to invest primarily in equity securities of U.S. large capitalization companies. The sub-advisers use an investment style that emphasizes companies with strong earnings growth.
 
AXA Enterprise Multimanager Core Equity Fund   Seeks long-term growth of capital.   Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities, including at least 65% of its total assets in equity securities of U.S. large capitalization companies. The sub-advisers generally choose investments that include either companies with above average growth prospects, companies selling at reasonable valuations, or both.
 
AXA Enterprise Multimanager Value Fund   Seeks long-term growth of capital.   Under normal circumstances, the Fund intends to invest primarily in equity securities of U.S. large capitalization companies. The sub-advisers use an investment style that focuses on companies that may be temporarily out of favor or have earnings or assets not fully reflected in their stock prices.
 
AXA Enterprise Capital Appreciation Fund   Seeks maximum capital appreciation.   Under normal circumstances, the Fund intends to invest primarily in equity securities of U.S. large capitalization companies that the sub-adviser selects for their growth potential. The Fund will normally hold a core position of between 35 and 50 common stocks.
 
AXA Enterprise Deep Value Fund   Seeks total return through capital appreciation with income as a secondary consideration.   Under normal circumstances, the Fund intends to invest primarily in equity securities of U.S. large capitalization companies that the sub-adviser believes are undervalued. The sub-adviser will utilize a value-oriented investment style that emphasizes companies whose stocks are undervalued based on certain financial measurements.

D-3

 

         
Underlying Fund   Investment Objectives   Investment Strategy
         
Large Cap Equity Funds
AXA Enterprise Equity Fund   Seeks long-term capital appreciation.   Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities. The Fund intends to invest primarily in the equity securities of U.S. large capitalization companies that meet the sub-adviser’s criteria of high return on investment capital, strong positions within their industries, sound financial fundamentals and management committed to shareholder interests.
 
AXA Enterprise Equity Income Fund   Seeks above average and consistent total return through a combination of growth and income investing.   Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities. The Fund intends to invest primarily in dividend-paying common stocks of U.S. large capitalization companies. The sub-adviser focuses primarily on companies that offer the potential for capital appreciation combined with an above market level of dividend income.
 
AXA Enterprise Growth Fund   Seeks capital appreciation.   Under normal circumstances, the Fund invests primarily in equity securities of U.S. large capitalization companies.
 
AXA Enterprise Growth and Income Fund   Seeks total return through capital appreciation with income as a secondary consideration.   Under normal circumstances, the Fund intends to invest primarily in a broadly diversified group of equity securities of U.S. large capitalization companies that offer the opportunity for capital appreciation and, secondarily, income. The sub-adviser utilizes an investment style that focuses on identifying discrepancies between a security’s fundamental value (i.e., the sub-adviser’s assessment of what the security is worth) and its market price, with the aim of constructing a portfolio of stocks with attractive price and value characteristics.
 
AXA Enterprise Large Cap Growth Fund   Seeks capital appreciation.   Under normal circumstances, the Fund will invest at least 80% of its net assets, plus borrowings for investment purposes, in securities of large capitalization companies. Large capitalization companies include those companies with market capitalization in excess of $5 billion at the time of investment. The Fund also may invest in equity securities of small- and mid-capitalization companies. The Fund invests primarily in common stocks, but it may also invest in preferred stocks, warrants and securities convertible into common stock.
 
High Yield Bond Fund
 
AXA Enterprise High Yield Bond Fund   Seeks maximum current income.   Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in bonds that are rated below investment grade. The sub-adviser is not required to maintain the Fund’s duration within any particular range and actively manages the Fund’s duration based on the sub-adviser’s view of the market and interest rates.
 
Small/ Mid Cap Equity Funds
 
AXA Enterprise Multimanager Mid Cap Growth Fund   Seeks long-term growth of capital.   Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of U.S. mid-capitalization companies. The sub-advisers utilize an aggressive, growth oriented investment style that emphasizes companies that are either in or entering into the growth phase of their business cycle.
 
AXA Enterprise Multimanager Mid Cap Value Fund   Seeks long-term growth of capital.   Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of U.S. mid-capitalization companies. The sub-advisers utilize a value-oriented investment style that emphasizes companies deemed to be currently under-priced according to certain financial measurements.

D-4

 

         
Underlying Fund   Investment Objectives   Investment Strategy
         
Small/ Mid Cap Equity Funds
AXA Enterprise Small Company Growth Fund   Seeks capital appreciation.   Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in stocks of small capitalization companies. The sub-adviser utilizes an aggressive, growth-oriented investment style that emphasizes companies that are either in or entering into the growth phase of their business cycle.
 
AXA Enterprise Small Company Value Fund   Seeks maximum capital appreciation.   Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in stocks of small capitalization companies. The Sub-adviser will utilize a value oriented investment style that emphasizes companies deemed to be currently under priced according to certain financial measurements.
 
International Equity Funds
 
AXA Enterprise Multimanager International Equity Fund   Seeks long-term growth of capital.   Under normal circumstances, the Fund intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of companies, including at least 65% of its total assets in equity securities of foreign companies (companies organized or headquartered outside of the U.S.).
 
AXA Enterprise International Growth Fund
   Seeks capital appreciation.   Under normal circumstances, the Fund intends to invest at least 80% of its net assets in the equity securities of foreign companies that the sub-adviser believes are undervalued.
Information Regarding the Underlying Funds for the GST Asset Allocation Funds:
         
Underlying Fund   Investment Objectives   Investment Criteria
         
Equity Funds
Goldman Sachs Structured Large Cap Value Fund   Long-term growth of capital and dividend income.   At least 80% of its Net Assets plus any borrowings for investment purposes (measured at time of purchase) in a diversified portfolio of equity investments in large-cap U.S. issuers, including foreign issuers that are traded in the United States. The Fund’s investments are selected using both a variety of quantitative techniques derived from fundamental research including but not limited to valuation, momentum, profitability and earnings in seeking to maximize the Fund’s expected return. The Fund maintains risk, style capitalization and industry characteristics similar to the Russell 1000® Value Index.
 
Goldman Sachs Structured Large Cap Growth Fund   Long-term growth of capital. Dividend income is a secondary consideration.   At least 80% of its Net Assets plus any borrowings for investment purposes (measured at time of purchase) in a broadly diversified portfolio of equity investments in large-cap U.S. issuers, including foreign issuers that are traded in the United States. The Fund’s investments are selected using both a variety of quantitative techniques derived from fundamental research, including but not limited to valuation, momentum, profitability and earnings in seeking to maximize the Fund’s expected return. The Fund maintains the risk, style capitalization and industry characteristics similar to the Russell 1000® Growth Index.
 
Goldman Sachs Structured Small Cap Equity Fund   Long-term growth of capital.   At least 80% of its Net Assets plus any borrowings for investment purposes (measured at time of purchase) in a diversified portfolio of equity investments in small-cap U.S. issuers, including foreign issuers that are traded in the United States. The Fund’s investments are selected using both a variety of quantitative techniques derived from fundamental research, including but not limited to valuation, momentum, profitability and earnings in seeking to maximize the Fund’s expected return. The Fund maintains risk, style capitalization and industry characteristics similar to the Russell 2000® Index.
 
Goldman Sachs Real Estate Securities Fund   Total return comprised of long-term growth of capital and dividend income.   Substantially all, and at least 80% of its Net Assets in a diversified portfolio of equity investments in issuers that are primarily engaged in or related to the real estate industry. The Fund expects that a substantial portion of its total assets will be invested in REITS and real estate industry companies.

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Underlying Fund   Investment Objectives   Investment Criteria
         
Equity Funds
Goldman Sachs Structured International Equity Fund   Long-term growth of capital.   At least 80% of its Net Assets in a broadly diversified portfolio of equity investments in companies organized outside the United States or whose securities are principally traded outside the United States. The Fund’s investments are selected using both a variety of quantitative techniques derived from fundamental research including but not limited to valuation, momentum, profitability and earnings in seeking to maximize the Fund’s expected return. The Fund maintains risk, style, capitalization and industry characteristics similar to the MSCI® EAFE® Index.
 
Goldman Sachs Emerging Markets Equity Fund   Long-term capital appreciation.   Substantially all, and at least 80% of its Net Assets plus any borrowings for investment purposes (measured at time of purchase) in a diversified portfolio of equity investments in emerging country issuers.
             
            Expected Approximate
Underlying Fund   Investment Objectives   Duration or Maturity   Interest Rate Sensitivity
             
Underlying Fixed-Income Funds and Money Market Fund
Goldman Sachs Financial Square Prime Obligations Fund   Maximum current income to the extent consistent with the preservation of capital and maintenance of liquidity.   Maximum Maturity of Individual Investments = 13 months at time of purchase
Maximum Dollar Weighted Average Portfolio Maturity = 90 days		   3-month Treasury bill
 
Goldman Sachs Short Duration Government Fund   A high level of current income and secondarily, in seeking current income, may also consider the potential for capital appreciation.   Target Duration = Two-Year U.S. Treasury Note Index plus or minus 0.5 years
Maximum Duration(1) = 3 years		   2-year U.S. Treasury note
 
Goldman Sachs Core Fixed Income Fund   Total return consisting of capital appreciation and income that exceeds the total return of the Lehman Brothers Aggregate Bond Index.   Target Duration = Lehman Brothers Aggregate Bond Index plus or minus one year
Maximum Duration(1) = 6 years		   5-year U.S. Treasury note
 
Goldman Sachs Global Income Fund   A high total return, emphasizing current income, and, to a lesser extent, providing opportunities for capital appreciation.   Target Duration = J.P. Morgan Global Government Bond Index (hedged) plus or minus 2.5 years
Maximum Duration(1) = 7.5 years		   6-year government bond
 
Goldman Sachs High Yield Fund   A high level of current income and may also consider the potential for capital appreciation.   Target Duration = Lehman Brothers U.S. Corporate High Yield Bond Index -2% Issuer Capped plus or minus 2.5 years
Maximum Duration(1) = 7.5 years		   6-year U.S. Treasury note
 
Goldman Sachs Emerging Markets Debt Fund   A high level of total return consisting of income and capital appreciation.   Target Duration = J.P. Morgan EMBI Global Diversified Index plus or minus 2 years Maximum Duration(1) = 7 years   10-year government bond
 
(1)  The GST Fund’s duration approximates its price sensitivity to changes in interest rates.

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APPENDIX E
Comparison of Shareholder Transactions and Services of the
AXA Enterprise Funds and the GST Funds
      This appendix compares the shareholder transactions and services of the AXA Enterprise Funds and their corresponding GST Funds. The following is qualified in its entirety by the more detailed information in the prospectuses for the AXA Enterprise Funds and GST Funds, which are incorporated by reference into this Proxy/ Prospectus. Unless otherwise indicated, terms used herein and not otherwise defined have the same meanings as are given to them in such prospectuses.
     Sales Charges, Reduction of Sales Charges and Sales Charge Exemptions
      Enterprise Multimanager Trust Class Y Shares; GST Institutional Shares. Enterprise Multimanager Trust Class Y Shares and GST Institutional Shares are offered at net asset value with no front-end sales charge or CDSC. The minimum investment amount for purchasing Class Y Shares generally is $1,000,000. For GST Fund Institutional Shares, the minimum investment is $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates.
      Enterprise Multimanager Trust Class A Shares. There is a maximum sales charge of 4.75% for Class A Shares of all AXA Enterprise Funds. The sales charge is calculated as a percentage of the offering price for Class A Shares.
      GST Class A Shares. There is a maximum sales charge of 5.5% for Class A Shares of the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Structured International Equity Fund, Goldman Sachs Tollkeeper Fund, Goldman Sachs Equity Growth Strategy Portfolio, Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio, Goldman Sachs Growth Strategy Portfolio, and a maximum sales charge of 4.50% for Goldman Sachs Core Plus Fixed Income Fund. The sales charge is calculated as a percentage of the offering price for Class A Shares.
          Reduction of Sales Charges
          Sales Charges for AXA Enterprise Funds Class A Shares
      Sales charges on Class A Shares of the AXA Enterprise Funds are reduced as the amount invested increases, provided that the amount invested reaches certain specified levels as follows:
All AXA Enterprise Funds:
                 
    Sales Charge as a   Sales Charge as a
    Percentage of   Percentage of
Amount of Transaction at Offering Price*   Offering Price   Net Asset Value
         
Up to $99,999
     4.75 %     4.99 %
$100,000 but less than $250,000**
     3.75 %     3.90 %
$250,000 but less than $500,000**
     2.50 %     2.56 %
$500,000 but less than $1,000,0000**
     2.00 %     2.04 %
$1,000,000 and over**
     None       None  
 
* In determining the amount of your investment and the applicable sales charge, the AXA Enterprise Funds will include all shares you are currently purchasing in all of the AXA Enterprise Funds (including funds of AXA Enterprise Funds Trust and The Enterprise Group of Funds, Inc.).
**  If certain employee benefit plans qualified under Sections 401, 403 and 408 of the Code, or participants of such plans, invest $100,000 or more ($500,000 or more, in the case of Traditional IRAs, IRA rollovers, Coverdell ESAs or Roth IRAs) or if you invest $1,000,000 or more in Class A Shares, no initial sales charge applies to those shares. However, if the entire plan or you redeem the shares within 12 months of the end of the calendar month of their purchase, the plans or you will

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be charged a CDSC of 1%. The dealer discount or agency fee as a percentage of the offering price for these purchases of less than $5,000,000 of Class A Shares will be 1%.

          Sales Charges for GST Funds Class A Shares
      Sales charges on Class A Shares of GST Funds are reduced as the amount invested increases, provided that the amount invested reaches certain specified levels, as follows:
All GST Funds (other than Goldman Sachs Core Plus Fixed Income Fund)
                 
    Sales Charge as a   Sales Charge as a
    Percentage of   Percentage of
Amount of Transaction at Offering Price   Offering Price   Net Amount Invested
         
Less than $50,000
     5.50 %     5.82 %
$50,000 but less than $100,000
     4.75 %     4.99 %
$100,000 but less than $250,000
     3.75 %     3.90 %
$250,000 but less than $500,000
     2.75 %     2.83 %
$500,000 but less than $1,000,000
     2.00 %     2.04 %
$1,000,000 and over
     0.00 %*     0.00 %*
 
*  No sales charge is payable at the time of purchase of Class A Shares of $1 million or more, but a CDSC of 1% may be imposed in the event of certain redemptions within 18 months of purchase.
Goldman Sachs Core Plus Fixed Income Fund
                 
    Sales Charge as a   Sales Charge as a
    Percentage of   Percentage of
Amount of Transaction at Offering Price   Offering Price   Net Amount Invested
         
Less than $100,000
     4.50 %     4.71 %
$100,000 but less than $250,000
     3.00 %     3.09 %
$250,000 but less than $500,000
     2.50 %     2.56 %
$500,000 but less than $1,000,000
     2.00 %     2.04 %
$1,000,000 and over
     0.00 %*     0.00 %*
 
*  No sales charge is payable at the time of purchase of Class A Shares of $1 million or more, but a CDSC of 1% may be imposed in the event of certain redemptions within 18 months of purchase.
          Sales Charges for Enterprise Multimanager Trust Class P Shares
      Sales charges on Class P Shares of Enterprise Multimanager Trust are reduced as the amount invested increases, provided that the amount invested reaches certain specified levels as follows:
All AXA Enterprise Funds (other than AXA Enterprise Multimanager Core Bond Fund):
                 
        Sales Charge as a
    Sales Charge as a   Percentage of
    Percentage of   Net Amount
Amount of Transaction at Offering Price   Offering Price   Invested
         
Less than $50,000
     5.50 %     5.82 %
$50,000 but less than $100,000
     4.75 %     4.99 %
$100,000 but less than $250,000
     3.75 %     3.90 %
$250,000 but less than $500,000
     2.75 %     2.83 %
$500,000 but less than $1,000,000
     2.00 %     2.04 %
$1,000,000 and over*
     None       None  
 
*  A CDSC of 1.00% generally will apply to redemptions of shares made within one year of the date of purchase.

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AXA Enterprise Multimanager Core Bond Fund
                 
    Sales Charge as a   Sales Charge as a
    Percentage of   Percentage of
Amount of Transaction at Offering Price   Offering Price   Net Asset Value
         
Less than $100,000
     4.50 %     4.71 %
$100,000 but less than $250,000
     3.50 %     3.63 %
$250,000 but less than $500,000
     2.50 %     2.56 %
$500,000 but less than $1,000,0000
     1.75 %     1.78 %
$1,000,000 and over*
     None       None  
 
*  A CDSC of 1.00% generally will apply to redemptions of shares made within one year of the date of purchase.
     The reduced sales charges on Enterprise Multimanager Trust Class A and Class P Shares and Goldman Class A Shares described above are available through:
          Rights of Accumulation
          AXA Enterprise Funds Class A Shares
      An investor is entitled to a reduced sales charge on additional purchases of Class A shares of an AXA Enterprise Fund if the value of the investor’s existing aggregate holdings at the time of the additional purchase, calculated at the then applicable net asset value per share or the initial purchase price less any redemptions, whichever is higher, plus the amount of the additional purchase equals $100,000 or more. The investor’s discount is determined based on the schedule listed above under “Sales Charges for AXA Enterprise Funds Class A Shares.” For purposes of determining the discount, the AXA Enterprise Funds will aggregate holdings of fund shares of the investor’s spouse, immediate family or accounts the investor controls, whether as a single investor or trustee, provided that the investor notifies the AXA Enterprise Funds of the applicable accounts at the time of his/her additional investment by providing the AXA Enterprise Funds with appropriate documentation, including the account numbers for all accounts that the investor is seeking to aggregate.
          GST Funds Class A Shares
      When buying Class A Shares in the GST Funds, the current aggregate investment determines the initial sales charge an investor will pay. An investor may qualify for reduced sales charges when the current market value of holdings across Class A, Class B and/or Class C Shares, plus new purchases, reaches $50,000 or more (except for the Goldman Sachs Core Plus Fixed Income Fund which requires an aggregate of $100,000 or more). Class A, Class B and/or Class C Shares of any of the GST Funds may be combined under the Right of Accumulation. For purposes of applying the Right of Accumulation, shares of the GST Funds and any other GST Fund purchased by an existing client of Goldman Sachs Wealth Management or GS Ayco Holding LLC will be combined with Class A, Class B and/or Class C Shares and other assets held by all other Goldman Sachs Wealth Management accounts or accounts of GS Ayco Holding LLC, respectively. In addition, under some circumstances, Class A, Class B and/or Class C Shares of the GST Funds and Class A, Class B and/or Class C Shares of any other Fund of GST purchased by partners, directors, officers or employees of the same business organization, groups of individuals represented by and investing on the recommendation of the same accounting firm, certain affinity groups or other similar organizations may be combined for the purpose of determining whether a purchase will qualify for the Right of Accumulation and, if qualifying, the applicable sales charge level. To qualify for a reduced sales charge, an investor or the investor’s Authorized Dealer must notify the GST Funds’ Transfer Agent at the time of investment that a quantity discount is applicable. Use of this option is subject to a check of appropriate records.

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          Letter of Intent
          AXA Enterprise Funds Class A Shares
      An investor is entitled to a reduced sales charge if he/she executes a Letter of Intent to purchase $100,000 or more of Class A Shares at the public offering price within a period of 13 months. The discount will be determined based on the schedule listed above under “Sales Charges for AXA Enterprise Funds Class A Shares.” The minimum initial investment under a Letter of Intent is 5% of the amount stated in the Letter of Intent. Class A Shares purchased with the first 5% of such amount will be held in escrow (while remaining registered in the investor’s name) to secure payment of the higher sales charge that would apply to the shares actually purchased if the full amount stated is not purchased, and such escrowed shares will be involuntarily redeemed to pay the additional sales charge, if necessary. When the full amount has been purchased, the escrow will be released. If an investor wishes to enter into a Letter of Intent, he/she should complete the appropriate portion of the new account application. At the investor’s request, purchases made during the previous 90 days may be included.
          GST Funds Class A Shares
      An investor may obtain a reduced sales charge by means of a written Statement of Intention which expresses his/her non-binding commitment to invest (not counting reinvestments of dividends and distributions) in the aggregate $50,000 or more within a period of 13 months in Class A Shares of one or more of the GST Funds (except for the Goldman Sachs Core Plus Fixed Income Fund which requires an aggregate of $100,000 or more). Any investments made during the period will receive the discounted sales charge based on the full amount of the investment commitment. At the investor’s request, purchases made during the previous 90 days may be included; however, capital appreciation does not apply toward these combined purchases. If the investment commitment of the Statement of Intention is not met prior to the expiration of the 13-month period, the entire amount will be subject to the higher applicable sales charge. By selecting the Statement of Intention, the investor authorizes the Transfer Agent to escrow and redeem Class A Shares in his/her account to pay this additional charge.
Sales Charge and CDSC Waivers — AXA Enterprise Funds and GST Funds — Class A Shares
      No sales charge or CDSC will be assessed on AXA Enterprise Fund shares or GST Funds shares sold to the following individuals or entities, or under the following conditions:
     
AXA Enterprise Funds   GST Funds
     
Financial institutions and other financial institutions’ trust departments for funds over which they exercise exclusive discretionary investment authority and which are held in a fiduciary, agency, advisory, custodial or similar capacity.   Banks, trust companies or other types of depository institutions (Front end sales charge (“FESC”) only).
 
Representatives and employees, or their immediate family members, of broker-dealers and other intermediaries that have entered into selling or service arrangements with Enterprise Fund Distributors, Inc.    Any employee or registered representative of any authorized dealer or their respective spouses, children and parents (FESC only).
 
Any government entity that is prohibited from paying a sales charge or commission to purchase mutual fund shares.   Any state, county or city, or any instrumentality, department, authority or agency thereof, which is prohibited by applicable investment laws from paying a sales commission with the purchase of shares of a GST Fund (FESC only).
 
Clients of fee-based/fee-only financial advisors.   Registered investment advisers investing for accounts for which they receive asset-based fees (FESC only).

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AXA Enterprise Funds   GST Funds
     
State-sponsored Texas 529 qualified tuition savings plan.   State sponsored 529 Plan (FESC only).
 
Direct referrals by the Manager’s employees.    
    Trustees or directors of investment companies for which Goldman Sachs or an affiliate acts as sponsor (FESC only).
 
    Goldman Sachs, its affiliates or their respective officers, partners, directors or employees (including retired employees and former partners), any partnership of which Goldman Sachs is a general partner, any trustee or officer of GST and designated family members of any of these individuals (FESC only).
 
    Section 401(k), profit sharing, money purchase pension, tax-sheltered annuity, defined benefit pension, or other employee benefit plans (including health savings accounts) that are sponsored by one or more employers (including governmental or church employers) or employee organizations (“Employee Benefit Plans”) that buy shares of a GST Fund worth $500,000 or more; or have 100 or more eligible employees at the time of purchase; or certify that they expect to have annual plan purchases of shares of GST Funds of $200,000 or more; or are provided administrative services by certain third-party administrators that have entered into a special service arrangement with Goldman Sachs relating to such plans; or have at the time of purchase aggregate assets of at least $2,000,000 (FESC only).
 
    Accounts over which GSAM or its advisory affiliates have investment discretion (FESC only).
 
    Qualified Employee Benefit Plans of Goldman Sachs (FESC only).
 
    Non-qualified person plans sponsored by employers who also sponsor qualified plans that qualify for and invest in Goldman Sachs Funds at NAV without the payment of any sales charge (FESC only).
 
    Insurance company separate accounts that make the Funds available as underlying investments in certain group annuity contracts (FESC only).

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AXA Enterprise Funds   GST Funds
     
    “Wrap” accounts for the benefit of clients of broker-dealers, financial institutions or financial planners, provided they have entered into an agreement with GSAM specifying aggregate minimums and certain operating policies and standards (FESC only).
 
    Shareholders receiving distributions from a qualified retirement plan invested in GST Funds and reinvesting such proceeds in a Goldman Sachs IRA in the same class (FESC only).
 
    Shareholders who roll over distributions from any tax-qualified Employee Benefit Plan or tax-sheltered annuity to an IRA which invests in GST Funds if the tax-qualified Employee Benefit Plan or tax-sheltered annuity receives administrative services provided by certain third-party administrators that have entered into a special service arrangement with Goldman Sachs relating to such plan or annuity (FESC only).
 
    Purchases of $1 million or more of Class A Shares will be made at net asset value with no initial sales charge. However, if you redeem shares within 18 months after the end of the calendar month in which the purchase was made, a CDSC of 1% may be imposed. The CDSC may not be imposed if your authorized dealer enters into an agreement with Goldman Sachs to return all or an applicable prorated portion of its commission to Goldman Sachs (FESC only).
          CDSC Waivers — AXA Enterprise Funds and GST Funds — All Share Classes
      The CDSC may be waived or reduced if the redemption relates to:
     
AXA Enterprise Funds   GST Funds
     
Distributions to participants or beneficiaries of and redemptions (other than redemption of the entire plan account) by plans qualified under the Code Section 401(a) or from custodial accounts under the Code Section 403(b)(7), IRAs under the Code Section 408(a), participant-directed non-qualified deferred compensation plans under the Code Section 457 and other employee benefit plans (“plans”), and returns of excess contributions made to these plans.   Retirement distributions or loans to participants or beneficiaries from Employee Benefit Plans.

The death or disability (as defined in Section 72(m)(7) of the Code of a participant or beneficiary in an Employee Benefit Plan.
 
Redemptions of shares of a shareholder (including a registered joint owner) who has died or has become totally disabled (as evidenced by a determination by the federal Social Security Administration).    

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AXA Enterprise Funds   GST Funds
     
Required minimum distributions from an IRA.   Satisfying the minimum distribution requirements of the Code.
 
Redemptions through a systematic withdrawal plan.

Redemptions made pursuant to any IRA systematic withdrawal based on the shareholder’s life expectancy in accordance with the requirements of the Code, including substantially equal periodic payments described in the Code Section 72 prior to age 59-1/2 and required minimum distributions after age 70-1/2.		   Shares subject to a systematic withdrawal plan (GST reserves the right to limit such redemptions, on an annual basis, to 10% each of the value of the shareholder’s Class A Shares.)
 
The liquidation of a shareholder’s account if the aggregate net asset value of shares held in the account is less than the required minimum.   Hardship withdrawals by a participant or beneficiary in an Employee Benefit Plan.
 
    Establishing “substantially equal periodic payments” as described under Section 72(t)(2) of the Code.
 
    The separation from service by a participant or beneficiary in an Employee Benefit Plan.
 
    Excess contributions distributed from an Employee Benefit Plan.
 
    Distributions from a qualified Employee Benefit Plan invested in the GST Funds which are being rolled over to a Goldman IRA in the same share class.
 
    Redemption proceeds which are to be reinvested in accounts or non-registered products over which GSAM or its advisory affiliates have investment discretion.
      Repurchase of AXA Enterprise Funds Class A Shares. An investor repurchasing Class A Shares within 180 days redeeming shares in the same class of the same AXA Enterprise Fund is eligible, upon request, for a sales charge waiver or a credit to the investor’s account with the amount of the CDSC previously paid. The reinvested shares will keep their original cost and purchase date for purposes of calculating any future CDSCs. For federal income tax purposes, the original redemption is treated as a sale that involves tax consequences, even if the proceeds are later reinvested. Investors are advised to consult their tax advisor to determine how a redemption would affect them. Enterprise Multimanager Trust may modify or terminate the reinstatement privilege at any time.
      Repurchase of GST Funds Class A Shares. An investor may redeem shares of a GST Fund and reinvest a portion or all of the redemption proceeds (plus any additional amounts needed to round off purchases to the nearest full share) at net asset value. To be eligible for this privilege, the investor must hold the shares he wants to redeem for at least 30 days and must reinvest the share proceeds within 90 days after redemption. An investor may reinvest in Class A Shares of the same GST Fund or another GST Fund.
      If an investor pays a CDSC upon redemption of Class A Shares and then reinvests in Class A Shares as described above, the account will be credited with the amount of the CDSC the investor paid. The reinvested shares will, however, continue to be subject to a CDSC. The holding period of the shares acquired through

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reinvestment will include the holding period of the redeemed shares for purposes of computing the CDSC payable under a subsequent redemption.
      The reinvestment privilege may be exercised at any time in connection with transactions in which the proceeds are reinvested at net asset value in a tax-sheltered Employee Benefit Plan. In other cases, the reinvestment privilege may be exercised once per year upon receipt of a written request. There may be tax consequences as a result of a redemption. Professional tax advice should be sought regarding the tax consequences of a redemption and reinvestment.
Distribution and Shareholder Servicing Arrangements
      AXA Enterprise Fund Class A Shares. Enterprise Multimanager Trust has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act with respect to Class A Shares of the AXA Enterprise Funds. Under the AXA Enterprise Funds Class A Plan, the AXA Enterprise Funds may pay to the AXA Enterprise Funds’ distributor a maximum service fee for services provided to Class A shareholders equal to on an annual basis 0.25% of Class A Shares’ average daily net assets for each of the AXA Enterprise Funds. In addition to this service fee, Class A Shares may pay a maximum distribution fee of 0.20% (0.05% for the AXA Enterprise Asset Allocation Funds) of their daily net assets.
      AXA Enterprise Fund Class B Shares. Enterprise Multimanager Trust has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act with respect to Class B Shares of the AXA Enterprise Funds. Under the AXA Enterprise Funds Class B Plan, the AXA Enterprise Funds may pay to the AXA Enterprise Funds’ distributor maximum distribution fees equal to on an annual basis, 0.75% of average daily net assets attributable to Class B Shares of an AXA Enterprise Fund. The AXA Enterprise Funds’ distributor may be paid a maximum service fee equal to an annual rate of 0.25% of the average net assets attributable to Class B Shares of the AXA Enterprise Funds. Currently, the AXA Enterprise Funds pay their distributor a service and distribution fee equal to 1.00% of the Class B Shares average daily net assets.
      AXA Enterprise Fund Class C Shares. Enterprise Multimanager Trust has adopted distribution plan pursuant to Rule 12b-1 under the 1940 Act with respect to Class C Shares of the AXA Enterprise Funds. Under the AXA Enterprise Funds Class C Plan, the AXA Enterprise Funds may pay to the AXA Enterprise Funds’ distributor maximum distribution fees equal to on an annual basis 0.75% of average daily net assets attributable to Class C Shares of an AXA Enterprise Fund. The AXA Enterprise Funds’ distributor may be paid a maximum service fee equal to an annual rate of 0.25% of the average net assets attributable to Class C Shares of the AXA Enterprise Funds. Currently, the AXA Enterprise Funds pay their distributor a service and distribution fee equal to 1.00% of the Class C Shares average daily net assets.
      The compensation the AXA Enterprise Funds’ distributor receives under the AXA Enterprise Funds Class A Plan, Class B Plan and Class C Plan is for services rendered and expenses borne in connection with activities primarily intended to result in the sale of shares, including printing and mailing of the AXA Enterprise Funds’ prospectuses, statements of additional information (including any supplements thereto) and shareholder reports, compensation to financial intermediaries and broker-dealers and holding seminars and sales meetings with wholesale and retail sales personnel assigned to promote the distribution of shares.
      AXA Enterprise Fund Class P Shares. Enterprise Multimanager Trust has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act with respect to Class P Shares of the AXA Enterprise Funds (other than the AXA Enterprise Asset Allocation Funds). Under the AXA Enterprise Funds Class P Plan, the AXA Enterprise Funds will pay to the AXA Enterprise Funds’ distributor a service fee for services provided to Class P shareholders equal, on an annual basis, to 0.25% of Class P Shares’ average daily net assets for each of the AXA Enterprise Funds (other than the AXA Enterprise Asset Allocation Funds). No distribution fee is payable under the AXA Enterprise Funds’ Class P Plan. Holders of AXA Enterprise Fund Class P Shares who receive GST Fund Class A Shares in connection with the reorganization will be subject to the distribution fees payable under the GST Class A Plan as described below.
      AXA Enterprise Fund Class Y Shares. Class Y Shares pay no distribution or service fees.

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Sales charge, Distribution and Shareholder Servicing Arrangements for GST
      GST Class A Shares. GST has adopted a distribution and service plan pursuant to Rule 12b-1 under the 1940 Act under which Class A Shares of the GST Funds bear distribution and service fees paid to authorized dealers and Goldman Sachs. Under the GST Class A Plan, Goldman Sachs is entitled to a monthly fee from each GST Fund for distribution services equal, on an annual basis, to 0.25% of the average daily net assets of a GST Fund attributable to Class A Shares.
      GST Class B Shares. GST has adopted a distribution and service plan pursuant to Rule 12b-1 under the 1940 Act under which Class B Shares of the GST Funds bear distribution and service fees paid to authorized dealers and Goldman Sachs. Under the GST Class B Plan, Goldman Sachs is entitled to a monthly fee from each GST Fund for distribution services and personal account maintenance services equal, on an annual basis, to 0.75% and 0.25%, respectively, of a GST Fund attributable to Class B Shares.
      GST Class C Shares. GST has adopted a distribution and service plan pursuant to Rule 12b-1 under the 1940 Act under which Class C Shares of the GST Funds bear distribution and service fees paid to authorized dealers and Goldman Sachs. Under the GST Class C Plan, Goldman Sachs is entitled to a monthly fee from each GST Fund for distribution services and personal account maintenance services equal, on an annual basis, to 0.75% and 0.25%, respectively, of a GST Fund attributable to Class C Shares.
      The distribution fees paid under the GST Class A, B and C Plans are subject to the requirements of Rule 12b-1 under the 1940 Act, and may be used (among other things) for: (1) compensation paid to and expenses incurred by authorized dealers, Goldman Sachs and their respective officers, employees and sales representatives; (2) commissions paid to authorized dealers; (3) allocable overhead; (4) telephone and travel expenses; (5) interest and other costs associated with the financing of such compensation and expenses; (6) printing of prospectuses for prospective shareholders; (7) preparation and distribution of sales literature or advertising of any type; and (8) all other expenses incurred in connection with activities primarily intended to result in the sale of Class A, Class B or Class C Shares.
      GST Institutional Shares. GST Institutional Shares are not subject to a distribution plan or shareholder servicing plan.
Contingent Deferred Sales Charges
      AXA Enterprise Funds Class B Shares. Class B Shares are sold at net asset value, without any sales charges at the time of purchase. However, there may be a CDSC on shares that is payable upon redemption. The holding period for purposes of timing the conversion to Class A Shares and determining the CDSC will continue to run after an exchange to Class B Shares of another AXA Enterprise Fund. The AXA Enterprise Funds will not accept single purchase orders for Class B Shares over $100,000.
      The amount of the CDSC declines as you hold your shares over time, according to the following schedule.
AXA Enterprise Funds
         
    CDSC as a Percentage
    of Dollar Amount
Year Since Purchase   Subject to CDSC
     
First
     5.00 %
Second
     4.00 %
Third
     4.00 %
Fourth
     3.00 %
Fifth
     2.00 %
Sixth
     1.00 %
Seventh and thereafter
     None  

E-9

 

      Class B Shares will automatically convert to Class A Shares of the same AXA Enterprise Fund eight years after the end of the calendar month in which the purchase order for the Class B Shares was accepted. A pro rata portion of any Class B Shares acquired through reinvestment of dividends or distributions will convert along with Class B Shares that were purchased. Class A Shares are subject to lower expenses than Class B Shares. The conversion of Class B Shares to Class A Shares is not a taxable event for federal income tax purposes.
      GST Fund Class B Shares. As discussed further below, the CDSC schedule for the Corresponding GST Funds only differs in the third year from the AXA Enterprise Funds CDSC schedule. [Holders of AXA Enterprise Funds Class B Shares who receive GST Fund Class B Shares in connection with the Reorganization will be charged CDSCs on those GST Fund Class B Shares based on the [AXA Enterprise/ GST CDSC schedule set forth above/below.]] In addition, former AXA Enterprise Funds Class B shareholders will be credited for the period of time from the original date of purchase of the AXA Enterprise Funds Class B Shares for purposes of determining the amount of their CDSC, if any. GST Fund Class B Shares purchased after the Effective Time of the Reorganization will be charged CDSCs according to the GST Fund CDSC schedule below.
GST Funds
         
    CDSC as a Percentage
    of Dollar Amount
Year Since Purchase   Subject to CDSC
     
First
     5.00 %
Second
     4.00 %
Third
     3.00 %
Fourth
     3.00 %
Fifth
     2.00 %
Sixth
     1.00 %
Seventh and thereafter
     None  
      Class B Shares of a GST Fund will automatically convert into Class A Shares of the same GST Fund at the end of the calendar quarter that is eight years after the purchase date.
      If an investor acquires Class B Shares of a GST Fund by exchange from Class B Shares of another GST Fund, those Class B Shares will convert into Class A Shares of such GST Fund based on the date of the initial purchase and the CDSC schedule of that purchase.
      If an investor acquires Class B Shares through reinvestment of distributions, those Class B Shares will convert into Class A Shares based on the date of the initial purchase of the shares on which the distribution was paid.
      A maximum purchase limitation of $100,000 in the aggregate normally applies to the purchase of Class B Shares of the GST Funds. Once the current value of an investor’s Class B Shares in the aggregate across all GST Funds is equal to $100,000, an investor will not be allowed to purchase any additional Class B Shares. Individual purchases exceeding $100,000 will be rejected and additional purchases which could cause an investor’s holdings in Class B Shares to exceed $100,000 will be rejected.
      AXA Enterprise Funds Class C Shares. Class C Shares are sold at net asset value. A CDSC of 1% is imposed on redemptions of Class C Shares of the AXA Enterprise Fund within the first year after purchase. The holding period for purposes of determining the CDSC will continue to run after an exchange to Class C Shares of another AXA Enterprise Fund. The AXA Enterprise Funds will not accept single purchase orders for Class C Shares over $1,000,000.
      GST Fund Class C Shares. Class C Shares are sold at net asset value. There is no front-end sales charge imposed on Class C Shares of the GST Funds, however, a maximum CDSC of 1.00% is imposed in the event of redemptions within 12 months of purchase (or initial investment in a GST Fund from which an exchange is made). No additional Class C Shares may be purchased by an investor either in an initial purchase or in

E-10

 

subsequent purchases if the current market value of the shares owned and/or purchased is equal to or exceeds $1 million.
      For more information on the circumstances when the Class B Share CDSC will be waived see “CDSC Waivers — AXA Enterprise Funds and GST Funds.”
          Redemption Fees.
      All AXA Enterprise Funds charge a 2% redemption fee if you redeem or exchange shares of an AXA Enterprise Fund after holding them one month or less. This fee is assessed and retained by an AXA Enterprise Fund for the benefit of the remaining shareholders. If the short-term trading fee is $50 or less, it may not be assessed on a redemption or exchange; however, during the 30-day period following a purchase or exchange, an AXA Enterprise Fund reserves the right to collect short-term trading fees relating to a series of transactions by a shareholder if, in the aggregate, the fees total more than $50. The AXA Enterprise Funds will use the “first in, first out” method to determine the shareholder’s holding period. Under this method, the date of redemption or exchange will be compared with the earliest purchase date of shares held in the shareholder’s account. The AXA Enterprise Funds reserve the right to modify or discontinue the short-term trading fee at any time or from time to time.
      Goldman Sachs Structured International Equity Fund and Goldman Sachs Core Plus Fixed Income Fund charge a 2% redemption fee on the redemption of shares (including by exchange) held for 30 calendar days or less. For this purpose, a GST Fund uses a first-in first-out (“FIFO”) method so that shares held longest will be treated as being redeemed first and shares held shortest will be treated as being redeemed last. The redemption fee will be paid to the GST Fund, and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the GST Fund. The redemption fee may be collected by deduction from the redemption proceeds or, if assessed after the redemption transaction, through a separate billing.
      The AXA Enterprise Funds and GST Funds do not assess a redemption fee with respect to certain transactions, specifically:
     
AXA Enterprise Funds   GST Funds
     
Shares purchased by the reinvestment of dividends or capital gain distributions;   Redemptions of shares acquired by reinvestment of dividends or capital gains distributions;
 
Shares redeemed or exchanged by the AXA Enterprise Allocation Funds or the portfolios of the Texas 529 qualified tuition savings plans;   Redemptions of shares by other Funds of GST (e.g., GST Asset Allocation Funds);
 
Shares redeemed or exchanged through an auto rebalancing, or asset reallocation, wrap fee, omnibus or other program approved by AXA Equitable;   Redemptions of shares that are acquired or redeemed in connection with participation in a systematic withdrawal program or automatic investment plan;

Redemptions of shares held through discretionary wrap programs or models programs that utilize regularly scheduled automatic rebalancing of assets and that have provided GSAM with a representation letter specifying certain operating policies and standards;

E-11

 

     
AXA Enterprise Funds   GST Funds
     
 
Shares redeemed by an AXA Enterprise Fund to cover various fees (e.g., account fees).   Redemptions of shares involving transactions other than participant initiated exchanges from retirement plans and accounts maintained pursuant to Section 401 (tax-qualified pension, profit sharing, 401(k), money purchase and stock bonus plans), 403 (qualified annuity plans and tax-sheltered annuities) and 457 (deferred compensation plans for employees of tax-exempt entities or governments) of the Code. Redemptions involving transactions other than participant initiated exchanges would include, for example: loans; required minimum distributions; rollovers; forfeiture; redemptions of shares to pay fees; plan level redemptions or exchanges; redemptions pursuant to systematic withdrawal programs; return of excess contribution amounts; hardship withdrawals; redemptions related to death, disability or qualified domestic relations order; and certain other transactions;

Redemptions of shares from accounts of financial institutions in connection with hedging services provided in support of nonqualified deferred compensation plans offering the GST Funds;

Redemption of shares where the GST Funds are made available as an underlying investment in certain group annuity contracts; or

Redemption of shares that are issued as part of an investment company reorganization to which a GST Fund is a party.

Redemption of shares representing “seed capital” investments by Goldman Sachs or its affiliates.
      Class A, Class B, Class C or Institutional Shares of the Goldman Sachs Structured International Equity Fund and Goldman Sachs Core Plus Fixed Income Fund issued on the closing date of the Reorganization to AXA Enterprise Fund shareholders in connection with the Reorganization will not be subject to a redemption fee. However, new purchases of Class A, Class B, Class C or Institutional Shares of the Goldman Sachs Structured International Equity Fund and Goldman Sachs Core Plus Fixed Income Fund made by former AXA Enterprise Fund shareholders on or after the closing date of the Reorganization will be subject to the redemption fee.

E-12

 

Purchases, Redemptions and Exchanges of Shares
Purchase Policies.
      The following chart compares existing purchase policies of the AXA Enterprise Funds and GST Funds:
                         
    AXA Enterprise Funds:    
    Class A Shares   GST Funds:
    Class B Shares   Class A Shares
    Class C Shares   Class B Shares
    Class P Shares*   Class C Shares
         
Minimum
Initial
Investment		   Individual Retail Accounts     $2,000     Regular Accounts   $ 1,000  
    Individual
Retirement Accounts
(IRAs)		     $ 250     Employer Sponsored Benefit Plans   $ 250  
 
    Automatic Bank
Draft Plan		     $ 250     Uniform Gift to Minors Act Accounts/Uniform Transfer to Minors Act Accounts   $ 250  
 
    Coverdell ESA     $ 250     Individual Retirement Accounts and Coverdell ESAs   $ 250  
 
    Certain fee-based programs with which the AXA Enterprise Funds, AXA Equitable or the Distributor has an Agreement     No minimum requirement     Automatic Investment Plans   $ 250  
 
    Corporate Retirement Accounts such as 401(k) and 403(b) Plans     No minimum requirement              
 
*  Class P Shares are no longer available for investment.

E-13

 

                 
    AXA Enterprise Funds:   GST Funds:
    Class Y Shares   Institutional Shares
         
Minimum
Initial
Investment		   Corporations, banks, saving institutions, trust companies, insurance companies, pension funds, employee benefit plans, professional firms, trusts, estates or educational, religious or charitable organizations   $1,000,000 in Class Y Shares   Banks, trust companies or other depository institutions investing for their own account or on behalf of their clients   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
 
    Investment companies registered under the 1940 Act   $1,000,000 in Class Y Shares   Section 401(k), profit sharing, money purchase pension, tax- sheltered annuity, defined benefit pension, or other employee benefit plans that are sponsored by one or more employers (including governmental or church employers) or employee organizations   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
 
    Financial institution buyers   $1,000,000 in Class Y Shares   State, county, city or any instrumentality, department, authority or agency thereof   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
 
    Employees of AXA Financial or its subsidiaries or an immediate family member of such employee   Not subject to $1,000,000 minimum   Corporations with at least $100 million in assets or in outstanding publicly traded securities   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates

E-14

 

                 
    AXA Enterprise Funds:   GST Funds:
    Class Y Shares   Institutional Shares
         
    Wrap account clients of an eligible broker- dealer or a client of a fee-based planner that is unaffiliated with a broker-dealer   Not subject to $1,000,000 minimum   “Wrap” account sponsors (provided they have an agreement covering the arrangement with GSAM)   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
 
    Present or former trustees of Enterprise Multimanager Trust or a spouse or minor child of any such trustee or any trust, IRA or retirement plan account for the benefit of any such person or relative or the estate of any such person or relative   Not subject to $1,000,000 minimum   Registered investment advisers investing for accounts for which they receive asset- based fees   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
 
            Qualified non-profit organizations, charitable trusts, foundations and endowments   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
 
            Individual investors   $10,000,000
 
            Accounts over which GSAM or its advisory affiliates have investment discretion   $10,000,000
 
            Individual Retirement Accounts (IRAs) for which GSAM or its advisory affiliates act as fiduciary   No minimum

E-15

 

                         
    AXA Enterprise Funds:    
    Class A Shares   GST Funds:
    Class B Shares   Class A Shares
    Class C Shares   Class B Shares
    Class P Shares   Class C Shares
         
Minimum
Subsequent
Investments		   Individual Retail Accounts     $   50     Regular Accounts   $ 50  
    Individual Retirement Accounts (IRAs)     $   50     Employee Benefit Plans     None  
 
    Automatic Bank Draft Plan     $   50     Uniform Gift to Minors Act Accounts/Uniform Transfer to Minors Act Accounts   $ 50  
 
    Coverdell ESAs     $   50     Coverdell ESAs   $ 50  
 
    Certain fee based programs with which the AXA Enterprise Funds, AXA Equitable or the Distributor has an Agreement   No minimum
requirement		   Automatic Investment Plans   $ 50  
 
    Corporate Retirement Accounts, such as 401(k) and 403(b)   No minimum
requirement		            
                         
    AXA Enterprise Funds:   GST Funds:
    Class Y Shares   Institutional Shares
         
Minimum
Subsequent
Investments		   None   None
         
    AXA Enterprise Funds:    
    Class A Shares   GST Funds:
    Class B Shares   Class A Shares
    Class C Shares   Class B Shares
    Class P Shares   Class C Shares
         
Purchase
Methods		   Order through AXA by mailing or wiring payment to AXA Enterprise Shareholder Services; through ACH; through broker or other financial professional   Directly through GST by mail; by wire or through ACH; through an authorized dealer
         
    AXA Enterprise Funds:   GST Funds:
    Class Y Shares   Institutional Shares
         
Purchase
Methods		   Order through AXA by mailing or wiring payment to AXA Enterprise Shareholder Services; through ACH; through broker or other financial professional   Order through GST by telephone, and either send payment by wire through The Northern Trust Company or by check to GST by mail; through an authorized financial institution

E-16

 

         
    AXA Enterprise Funds:    
    Class A Shares   GST Funds:
    Class B Shares   Class A Shares
    Class C Shares   Class B Shares
    Class P Shares   Class C Shares
         
Systematic/
Automatic
Investment
Plan		   Yes (subject to $250 initial investment and
$50 minimum subsequent investment)		   Yes ($50 per month minimum)
         
    AXA Enterprise Funds:   GST Funds:
    Class Y Shares   Institutional Shares
         
Systematic/
Automatic
Investment
Plan		   Yes (subject to $250 initial investment and
$50 minimum subsequent investment)		   None
Redemption Procedures.
      The following chart compares existing redemption procedures of the AXA Enterprise Funds and GST Funds.
         
    AXA Enterprise Funds:    
    Class A Shares   GST Funds:
    Class B Shares   Class A Shares
    Class C Shares   Class B Shares
    Class P Shares   Class C Shares
         
Request made through an Authorized Broker-Dealer or Other Financial Institution or Adviser   Yes   Yes
         
    AXA Enterprise Funds:   GST Funds:
    Class Y Shares   Institutional Shares
         
Request made through an Authorized Broker-Dealer or Other Financial Institution or Adviser   Yes   Yes
 
         
    AXA Enterprise Funds:    
    Class A Shares   GST Funds:
    Class B Shares   Class A Shares
    Class C Shares   Class B Shares
    Class P Shares   Class C Shares
         
Request Made by Mail   Yes   Yes
 
         
    AXA Enterprise Funds:   GST Funds:
    Class Y Shares   Institutional Shares
         
Request Made by Mail
   Yes   Yes

E-17

 

         
    AXA Enterprise Funds:    
    Class A Shares   GST Funds:
    Class B Shares   Class A Shares
    Class C Shares   Class B Shares
    Class P Shares   Class C Shares
         
Request made by Telephone   Yes
(If authorized this service)		   Yes
         
    AXA Enterprise Funds:   GST Funds:
    Class Y Shares   Institutional Shares
         
Request made by Telephone   Yes
(If authorized this service)		   Yes
 
         
    AXA Enterprise Funds:    
    Class A Shares   GST Funds:
    Class B Shares   Class A Shares
    Class C Shares   Class B Shares
    Class P Shares   Class C Shares
         
Proceeds paid by Wire   Yes   Yes
         
    AXA Enterprise Funds:   GST Funds:
    Class Y Shares   Institutional Shares
         
Proceeds paid by Wire
   Yes   Yes
 
         
    AXA Enterprise Funds:    
    Class A Shares   GST Funds:
    Class B Shares   Class A Shares
    Class C Shares   Class B Shares
    Class P Shares   Class C Shares
         
Proceeds paid by Systematic Withdrawal Plan   Yes, but must have at least $5,000 in account (except for individual IRA accounts) and withdrawals must be $100 or more

The maximum annual rate at which Class B Shares may be sold is 10% of the net asset value of the account		   Yes, but withdrawals must be $50 or more
         
    AXA Enterprise Funds:   GST Funds:
    Class Y Shares   Institutional Shares
         
Proceeds paid by Systematic Withdrawal Plan   Yes, but must have at least $5,000 in account (except for individual IRA accounts) and withdrawals must be $100 or more   No
 
         
    AXA Enterprise Funds:    
    Class A Shares   GST Funds:
    Class B Shares   Class A Shares
    Class C Shares   Class B Shares
    Class P Shares   Class C Shares
         
Proceeds paid by Check   Yes   Yes
         
    AXA Enterprise Funds:   GST Funds:
    Class Y Shares   Institutional Shares
         
Proceeds paid by Check   Yes   Yes
 

E-18

 

         
    AXA Enterprise Multi-    
    Manager Funds Trust:    
    Class A Shares   GST Funds:
    Class B Shares   Class A Shares
    Class C Shares   Class B Shares
    Class P Shares   Class C Shares
         
Check Writing Privileges   No   No
         
    AXA Enterprise Funds:   GST Funds:
    Class Y Shares   Institutional Shares
         
Check Writing Privileges   No   No
 
                         
    AXA Enterprise Funds:        
    Class A Shares   GST Funds:    
    Class B Shares   Class A Shares    
    Class C Shares   Class B Shares    
    Class P Shares   Class C Shares    
             
Involuntary Redemptions   Yes — If account balance drops to $500 or less due to redemption activity (45 days’ notice provided)   Yes — If account balance drops below the required Fund minimum because of redemptions (60 days’ written notice provided) If your institution or authorized dealer’s relationship with Goldman Sachs is terminated and your account does not transfer to an entity with a relationship with Goldman Sachs        
                         
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
Involuntary Redemptions   Yes — If account balance drops to $500 or less due to redemption activity (45 days’ notice provided)   Generally no — But if your institution or authorized dealer’s relationship with Goldman  Sachs is terminated and your account does not transfer to an entity with a relationship with Goldman Sachs        
Share Exchanges.
                     
    AXA Enterprise Funds:        
    Class A Shares   GST Funds:    
    Class B Shares   Class A Shares    
    Class C Shares   Class B Shares    
    Class P Shares   Class C Shares    
             
Through an Authorized
Broker-Dealer or Other
Financial Institution or
Adviser		     Yes     Yes        

E-19

 

             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
Through an Authorized Broker-Dealer or Other Financial Institution or Adviser   Yes   Yes    
 
             
    AXA Enterprise Funds:        
    Class A Shares   GST Funds:    
    Class B Shares   Class A Shares    
    Class C Shares   Class B Shares    
    Class P Shares   Class C Shares    
             
By Mail   Yes   Yes    
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
By Mail   Yes   Yes    
 
             
    AXA Enterprise Funds:        
    Class A Shares   GST Funds:    
    Class B Shares   Class A Shares    
    Class C Shares   Class B Shares    
    Class P Shares   Class C Shares    
             
By Telephone   Yes, if authorized this service   Yes, if the telephone exchange privilege on the account application was not declined    
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
By Telephone   Yes, if authorized this service   Yes, if the telephone exchange privilege on the account application was elected    
 
             
    AXA Enterprise Funds:        
    Class A Shares   GST Funds:    
    Class B Shares   Class A Shares    
    Class C Shares   Class B Shares    
    Class P Shares   Class C Shares    
             
By Website   Yes   No    
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
By Website   Yes   No    
 
             
    AXA Enterprise Funds:        
    Class A Shares   GST Funds:    
    Class B Shares   Class A Shares    
    Class C Shares   Class B Shares    
    Class P Shares   Class C Shares    
             
Minimum   If the exchange results in opening new account, subject to applicable minimum investment requirement   If the exchange represents the initial investment, the amount must satisfy initial investment requirements    
             
    AXA Enterprise Funds:   GST Funds:    
    Class Y Shares   Institutional Shares    
             
Minimum
   If the exchange results in opening new account, subject to applicable minimum investment requirement   If the exchange represents the initial investment, the amount must satisfy initial investment requirements    

E-20

 

Pricing of Shares for the AXA Enterprise Funds and GST Funds
      The price per share (offering price) of the AXA Enterprise Funds will be the net asset value per share next calculated after your order is received “in good order” by the Transfer Agent or an approved financial intermediary (plus or minus applicable sales charges).
      The price per share (offering price) of the GST Funds will be the net asset value next calculated after a GST Fund receives your order in proper form plus, in case of Class A Shares, the applicable front-end sales charges, or any redemption fees.
      For processing purchase and redemption orders, the net asset value per share of each of the AXA Enterprise Funds and GST Funds is calculated each business day at 4:00 p.m. Eastern Time.
      The net asset value for GST Fund shares and AXA Enterprise Fund shares is determined on any day that the NYSE is open.
Dividends and Other Distributions
      Dividends from investment company taxable income for the AXA Enterprise Funds and GST Funds are declared and paid as follows:
         
 
    AXA Enterprise Funds   GST Funds
 
Declared Daily and Paid Monthly
   AXA Enterprise Multimanager Core Bond Fund   Goldman Sachs Core Plus Fixed Income Fund
 
Declared Annually and Paid Annually
   All AXA Enterprise Funds (other than AXA Enterprise Multimanager Core Bond Fund)   All GST Funds (other than Goldman Sachs Core Plus Fixed Income Fund)
 
      Both the AXA Enterprise Funds and GST Funds make distributions of capital gains (if any) at least annually.

E-21

 

PART B
GOLDMAN SACHS TRUST
Goldman Sachs Structured U.S. Equity Fund
Goldman Sachs Structured Large Cap Growth Fund
Goldman Sachs Growth Opportunities Fund
Goldman Sachs Mid Cap Value Fund
Goldman Sachs Structured Large Cap Value Fund
Goldman Sachs Structured International Equity Fund
Goldman Sachs Tollkeeper Fund
Goldman Sachs Core Plus Fixed Income Fund
Goldman Sachs Equity Growth Strategy Portfolio
Goldman Sachs Balanced Strategy Portfolio
Goldman Sachs Growth and Income Strategy Portfolio
Goldman Sachs Growth Strategy Portfolio
 
Statement of Additional Information
                    , 2007
 
     
Acquisition of substantially all of the assets and liabilities of:
  By and in exchange for shares of:
 
    
AXA Enterprise Multimanager Core Equity Fund
  Goldman Sachs Structured U.S. Equity Fund
 
    
AXA Enterprise Multimanager Growth Fund
  Goldman Sachs Structured Large Cap Growth Fund
 
    
AXA Enterprise Multimanager Mid Cap Growth Fund
  Goldman Sachs Growth Opportunities Fund
 
    
AXA Enterprise Multimanager Mid Cap Value Fund
  Goldman Sachs Mid Cap Value Fund
 
    
AXA Enterprise Multimanager Value Fund
  Goldman Sachs Structured Large Cap Value Fund
 
    
AXA Enterprise Multimanager International Equity Fund
  Goldman Sachs Structured International Equity Fund
 
    
AXA Enterprise Multimanager Technology Fund
  Goldman Sachs Tollkeeper Fund

- 1 -

 

     
AXA Enterprise Multimanager Core Bond Fund
  Goldman Sachs Core Plus Fixed Income Fund
 
    
AXA Enterprise Aggressive Allocation Fund
  Goldman Sachs Equity Growth Strategy Portfolio
 
    
AXA Enterprise Conservative Allocation Fund
  Goldman Sachs Balanced Strategy Portfolio
 
    
AXA Enterprise Moderate Allocation Fund
  Goldman Sachs Growth and Income Strategy Portfolio
 
    
AXA Enterprise Moderate Plus Allocation Fund

(collectively, the “AXA Enterprise Multimanager Funds”)
  Goldman Sachs Growth Strategy Portfolio

(collectively, the “GST Funds”)
 
    
(each, a series of the AXA Enterprise
  (each a series of the Goldman Sachs Trust)
Multimanager Funds Trust)
  71 South Wacker Drive
1290 Avenue of the Americas, 8th Floor
  Suite 500
New York, NY 10104
  Chicago, Illinois 60600
     This Statement of Additional Information (“SAI”), which is not a prospectus, supplements and should be read in conjunction with the Combined Proxy Statement/Prospectus dated ___, 2007 (the “Proxy Statement/Prospectus”) relating specifically to the Special Meeting of Shareholders of the AXA Enterprise Multimanager Funds which will be held on April 25, 2007. A copy of the Proxy Statement/Prospectus may be obtained upon request and without charge by calling Goldman, Sachs & Co. toll free at 800-526-7384. Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Proxy Statement/Prospectus. The Reorganization is expected to occur in accordance with the terms of the Reorganization Agreement.
General Information:
     This SAI and the Proxy Statement/Prospectus are related to the proposed acquisition of all of the assets of the AXA Enterprise Multimanager Funds by its corresponding GST Fund and the assumption by the GST Funds of substantially all of the liabilities of the AXA Enterprise Multimanager Funds. Such assets and liabilities of each AXA Enterprise Multimanager Fund are proposed to be exchanged for Class A Shares, Class B Shares, Class C Shares, Class A Shares or Institutional Shares, as the case may be, of the corresponding GST Fund having an aggregate value equal to the net asset value of the particular AXA Enterprise Multimanager Fund’s Class A Shares, Class B Shares, Class C Shares, Class P Shares or Class Y Shares as of the Valuation

- 2 -

 

Date. At the effective time of the reorganization, each corresponding GST Fund will distribute shares to each holder of the AXA Enterprise Multimanager Fund’s shares in an amount equal in value to the shareholder’s AXA Enterprise Multimanager Fund shares as of the effective time of the reorganization and each AXA Enterprise Multi-Manager Fund will completely liquidate (collectively, the “Reorganization”).
   Incorporation of Documents By Reference into the Statement of Additional Information
This Statement of Additional Information incorporates by reference the following documents:
     
(1)
  Statement of Additional Information dated March 1, 2006 with respect to the AXA Enterprise Multimanager Funds (previously filed on EDGAR, Accession No. 0001193125-06-043969).
 
    
(2)
  Supplement dated September 15, 2006 to the Prospectus and the Statement of Additional Information dated March 1, 2006 with respect to the AXA Enterprise Multimanager Funds (previously filed on EDGAR, Accession No. 0001193125-06-191357).
 
    
(3)
  The audited financial statements and related report of the independent registered public accounting firm included in the AXA Enterprise Multimanager Funds Trust Annual Report to Shareholders for the fiscal year ended October 31, 2006 with respect to the AXA Enterprise Multimanager Funds (previously filed on EDGAR, Accession No. 0001193125-07-003754). No other parts of the Annual Report are incorporated herein by reference.
 
    
(4)
  Statement of Additional Information dated December 29, 2006, as amended January 8, 2007, with respect to Class A Shares, Class B Shares, Class C Shares, Service Shares and Institutional Shares of the Goldman Sachs Balanced Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Structured Small Cap Equity Fund, Goldman Sachs Structured International Equity Fund, Goldman Sachs Capital Growth Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Small/Mid Cap Growth Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Small Cap Value Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Concentrated International Equity Fund, Goldman Sachs Japanese Equity Fund, Goldman Sachs International Small Cap Fund, Goldman Sachs Emerging Markets Equity Fund, Goldman Sachs Asia Equity Fund, Goldman Sachs BRIC Fund and Goldman Sachs Concentrated Growth Fund (previously filed on EDGAR, Accession No. 0000950123-07-000202).
 
    
(5)
  Statement of Additional Information dated October 16, 2006, as amended November 29, 2006, with respect to Class A Shares, Class C Shares and Institutional Shares of the Goldman Sachs Core Plus Fixed Income Fund (previously filed on EDGAR, Accession No. 0000950123-06-012623).
 
    
(6)
  Statement of Additional Information dated December 15, 2006 with respect to Class B Shares and Service Shares of the Goldman Sachs Core Plus Fixed Income Fund and Class B Shares of the Goldman Sachs Enhanced Income Fund (previously filed

- 3 -

 

     
 
  on EDGAR, Accession No. 0000950123-06-012620).
 
    
(7)
  Statement of Additional Information dated April 28, 2006, as amended June 16, 2006 with respect to Class A Shares, Class B Shares, Class C Shares, Institutional Shares and Service Shares of the Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio, Goldman Sachs Growth Strategy Portfolio and Goldman Sachs Equity Growth Strategy Portfolio (previously filed on EDGAR, Accession No. 0000950123-06-007805 ).
 
    
(8)
  Statement of Additional Information dated April 28, 2006, as amended June 16, 2006, with respect to Class A Shares, Class B Shares, Class C Shares, Service Shares and Institutional Shares of the Goldman Sachs U.S. Equity Dividend and Premium Fund, Goldman Sachs Tollkeeper Fund, Goldman Sachs Structured Tax-Managed Equity Fund and Goldman Sachs Real Estate Securities Fund (previously filed on EDGAR, Accession No. 0000950123-06-007805).
 
    
(9)
  The audited financial statements and related report of the independent registered public accounting firm included in the Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended August 31, 2006 with respect to the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Structured Large Cap Value Fund and Goldman Sachs Structured International Equity Fund (previously filed on EDGAR, Accession No. 0000950123-06-013820). No other parts of the Annual Report are incorporated herein by reference.
 
    
(10)
  The audited financial statements and related report of the independent registered public accounting firm included in the Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended August 31, 2006 with respect to the Goldman Sachs Growth Opportunities Fund (previously filed on EDGAR, Accession No. 0000950123-06-013824). No other parts of the Annual Report are incorporated herein by reference.
 
    
(11)
  The audited financial statements and related report of the independent registered public accounting firm included in the Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended August 31, 2006 with respect to the Goldman Sachs Mid Cap Value Fund (previously filed on EDGAR, Accession No. 0000950123-06-013826). No other parts of the Annual Report are incorporated herein by reference.
 
    
(12)
  The audited financial statements and related report of the independent registered public accounting firm included in the Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended December 31, 2005 with respect to the Goldman Sachs Tollkeeper Fund (previously filed on EDGAR, Accession No. 0000950123-06-002939). No other parts of the Annual Report are incorporated herein by reference.
 
    
(13)
  The unaudited financial statements included in the Goldman Sachs Trust Semi-Annual Report to Shareholders for the fiscal period ended June 30, 2006 with respect to the Goldman Sachs Tollkeeper Fund (previously filed on EDGAR, Accession No. 0000950123-06-011299). No other parts of the Semi-Annual Report are

- 4 -

 

     
 
  incorporated herein by reference.
 
    
(14)
  The audited financial statements and related report of the independent registered public accounting firm included in the Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended December 31, 2005 with respect to the Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio, Goldman Sachs Growth Strategy Portfolio and Goldman Sachs Aggressive Growth Strategy Portfolio (previously filed on EDGAR, Accession No. 0000950123-06-002940). No other parts of the Annual Report are incorporated herein by reference.
 
    
(15)
  The unaudited financial statements included in the Goldman Sachs Trust Semi-Annual Report to Shareholders for the fiscal period ended June 30, 2006 with respect to the Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio, Goldman Sachs Growth Strategy Portfolio and Goldman Sachs Equity Growth Strategy Portfolio (previously filed on EDGAR, Accession No. 0000950123-06-011244). No other parts of the Semi-Annual Report are incorporated herein by reference.
Pro Forma Financial Statements
     Under the Reorganization Agreement, each AXA Enterprise Multimanager Fund is proposed to be reorganized into the GST Fund listed directly opposite such Fund in the table below.
     
AXA Enterprise Funds   GST Fund
AXA Enterprise Multimanager Core Equity Fund
  Goldman Sachs Structured U.S. Equity Fund
AXA Enterprise Multimanager Growth Fund
  Goldman Sachs Structured Large Cap Growth Fund
AXA Enterprise Multimanager Mid Cap Growth Fund
  Goldman Sachs Growth Opportunities Fund
AXA Enterprise Multimanager Mid Cap Value Fund
  Goldman Sachs Mid Cap Value Fund
AXA Enterprise Multimanager Value Fund
  Goldman Sachs Structured Large Cap Value Fund
AXA Enterprise Multimanager International Equity Fund
  Goldman Sachs Structured International Equity Fund
AXA Enterprise Multimanager Technology Fund
  Goldman Sachs Tollkeeper Fund
AXA Enterprise Multimanager Core Bond Fund
  Goldman Sachs Core Plus Fixed Income Fund
AXA Enterprise Aggressive Allocation Fund
  Goldman Sachs Equity Growth Strategy Portfolio
AXA Enterprise Conservative Allocation Fund
  Goldman Sachs Balanced Strategy Portfolio
AXA Enterprise Moderate Allocation Fund
  Goldman Sachs Growth and Income Strategy Portfolio
AXA Enterprise Moderate Plus Allocation Fund
  Goldman Sachs Growth Strategy Portfolio

- 5 -

 

     Shown below are unaudited pro forma financial statements for the combined Goldman Sachs Structured U.S. Equity Fund and Goldman Sachs Tollkeeper Fund assuming the Reorganization, as more fully described in the combined Proxy Statement/Prospectus dated ___, 2007, had been consummated as of August 31, 2006 with respect to the Goldman Sachs Structured U.S. Equity Fund, and June 30, 2006 with respect to the Goldman Sachs Tollkeeper Fund.
     The Pro Forma Combined Schedules of Investments and the Pro Forma Combined Statements of Assets and Liabilities have been adjusted to give effect to the Reorganization as if the Reorganization had occurred on August 31, 2006 with respect to the Goldman Sachs Structured U.S. Equity Fund, and June 30, 2006 with respect to the Goldman Sachs Tollkeeper Fund.
     The Pro Forma Combined Statements of Operations for the Goldman Sachs Structured U.S. Equity Fund are for the twelve-months ended August 31, 2006 and have been adjusted to give effect to the Reorganization as if the Reorganization had occurred September 1, 2005. The Pro Forma Combined Statements of Operations for the Goldman Sachs Tollkeeper Fund are for the twelve-months ended June 30, 2006 and have been adjusted to give effect to the Reorganization as if the Reorganization had occurred July 1, 2005.
     The unaudited pro forma combined schedules and financial statements are presented for informational purposes only and do not purport to be indicative of the financial condition that actually would have resulted if the Reorganization had been consummated on August 31, 2006

- 6 -

 

with respect to the Goldman Sachs Structured U.S. Equity Fund; and June 30, 2006 with respect to the Goldman Sachs Tollkeeper Fund. These pro forma numbers have been estimated in good faith based on information regarding the applicable AXA Enterprise Multimanager Fund and GST Fund for the twelve month period ended August 31, 2006 with respect to the Goldman Sachs Structured U.S. Equity Fund and June 30, 2006 with respect to the Goldman Sachs Tollkeeper Fund.
     The following unaudited pro forma combined schedules and financial statements have been derived from the schedules and financial statements of certain AXA Enterprise Multimanager Funds and GST Funds and such information has been adjusted to give effect to the Reorganization as if the Reorganization had occurred on August 31, 2006 with respect to the Goldman Sachs Structured U.S. Equity Fund; and June 30, 2006 with respect to the Goldman Sachs Tollkeeper Fund.
     The unaudited pro forma combined schedules and financial statements should be read in conjunction with the financial statements and related notes of the particular GST Fund included in the Annual Reports to Shareholders for the fiscal year ended August 31, 2006 (with respect to the Goldman Sachs Structured U.S. Equity Fund) and December 31, 2005 (with respect to the Goldman Sachs Tollkeeper Fund) along with the Semi-Annual Report for the fiscal period ended June 30, 2006 (with respect to the Goldman Sachs Tollkeeper Fund), each of which are incorporated herein by reference, and the financial statements and related notes of the AXA Enterprise Multimanager Core Equity Fund

- 7 -

 

and AXA Enterprise Multimanager Technology Fund of the AXA Enterprise Funds included in its Annual Report to Shareholders for the fiscal year ended October 31, 2006 which is incorporated herein by reference. The combination of each AXA Enterprise Multimanager Fund and its corresponding GST Fund will be accounted for as a tax-free reorganization.
     There are multiple pro forma financial statements for the combination of the AXA Enterprise Multimanager Core Equity Fund, AXA Enterprise Capital Appreciation Fund and Goldman Sachs Structured U.S. Equity Fund because it is possible that (i) only one of the AXA Enterprise Fund or AXA Enterprise Multimanager Fund will approve its reorganization with its corresponding GST Fund or (ii) both the AXA Enterprise Fund and AXA Enterprise Multimanager Fund will approve the reorganization with their corresponding GST Fund. Therefore, pro forma financial statements for combined and individual combinations (except the AXA Enterprise Multimanager Core Equity Fund and AXA Enterprise Multimanager Growth Fund for individual combinations) are shown.
     No pro forma information has been prepared for the reorganization of the AXA Enterprise Multimanager Core Equity Fund, AXA Enterprise Multimanager Growth Fund, AXA Enterprise Multimanager Mid Cap Growth Fund, AXA Enterprise Multimanager Mid Cap Value Fund, AXA Enterprise Multimanager International Equity Fund, AXA Enterprise Mulitmanager Core Bond Fund, AXA Enterprise Aggressive Allocation Fund, AXA Enterprise Conservative Allocation Fund, AXA Enterprise Moderate Allocation Fund and AXA Enterprise Moderate Plus Allocation Fund because as of January 12, 2007 the net asset value at such AXA Enterprise Funds did not exceed 10% of the net asset value of the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Structured International Equity Fund, Goldman Sachs Core Plus Fixed Income Fund, Goldman Sachs Equity Growth Strategy Portfolio, Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio and Goldman Sachs Growth Strategy Portfolio, respectively, and therefore pro forma information is not required.

- 8 -

 

Pro Forma Combined Statement of Investments for the Goldman Sachs Structured U.S. Equity Fund and AXA Enterprise Capital Appreciation Fund and AXA MM Core Equity Fund
August 31, 2006 (Unaudited)
                                                                                 
        Shares                           Description   Value
 
 
GS Structured   AXA Enterprise Capital   AXA MM Core           Pro Forma       GS Structured   AXA Enterprise Capital   AXA MM Core           Pro Forma
U.S. Equity Fund   Appreciation Fund   Equity Fund   Adjustments   Combined Fund       U.S. Equity Fund   Appreciation Fund   Equity Fund   Adjustments   Combined Fund
 
 
                                       
Common Stocks-97.4%
                                        
                                       
Advertizing-0.00%
                                        
  —       —       1,300       —       1,300    
Interpublic Group *
     —       —       11,934       —       11,934  
                                             
                                       
Aerospace & Defense 4.4%
                                        
  —       164,398       —       —       164,398    
General Dynamics Corp.
     —       11,105,085       —       —       11,105,085  
  —       93,126       —       —       93,126    
Locheed Martin Corp.
     —       7,692,208       —       —       7,692,208  
  371,000       —       500       —       371,500    
Northrop Grumman Corp.
     24,786,510       —       33,405       —       24,819,915  
  330,573       —       600       —       331,173    
The Boeing Co.
     24,759,918       —       44,940       —       24,804,858  
  71,600       100,542       —       —       172,142    
United Technologies Corp.
     4,490,036       6,304,989       —       —       10,795,025  
                                             
                                       
 
     54,036,464       25,102,282       78,345       —       79,217,091  
                                             
                                       
Air Freight & Couries-0.8%
                                        
  —       144,176       510       —       144,686    
Fedex Corp
     —       14,566,101       51,525       —       14,617,626  
  —       —       125       —       125    
United Parcel Service Inc.
     —       —       8,757       —       8,757  
                                             
                                       
 
     —       14,566,101       60,282       —       14,626,383  
                                             
                                       
Airlines-0.0%
                                        
  —       —       5,700       —       5,700    
Jet Blue Airways Corp. *
                     58,368               58,368  
                                             
                                       
Auto Components-0.0%
                                        
  —       —       375       —       375    
Autoliv Inc.
     —       —       21,194       —       21,194  
  —       —       150       —       150    
Borg Warner Inc.
     —       —       8,507       —       8,507  
  —       —       150       —       150    
Magna International
     —       —       10,793       —       10,793  
                                             
                                       
 
     —       —       40,494       —       40,494  
                                             
                                       
Automobiles-0.4%
                                        
  —       —       225       —       225    
DaimleChrysler AG
     —       —       11,876       —       11,876  
  —       —       500       —       500    
Peugeot SA Euro
     —       —       28,205       —       28,205  
  —       57,541       200       —       57,741    
Toyota Motor Corp. (ADR)
     —       6,233,992       21,668       —       6,255,660  
                                             
                                       
 
     —       6,233,992       61,749       —       6,295,741  
                                             
                                       
Banks-7.5%
                                        
  947,884       —       —       —       947,884    
Bank of America Corp.
     48,787,590       —       —       —       48,787,590  
  —       —       400       —       400    
Comerica Inc.
     —       —       22,900       —       22,900  
  —       —       2,895       —       2,895    
Fannie Mae
     —       —       152,420       —       152,420  
  —       —       2,248       —       2,248    
Freddie Mac
     —       —       142,972       —       142,972  
  324,944       —       —       —       324,944    
Hudson City Bankcorp, Inc.
     4,243,769       —       —       —       4,243,769  
  —       —       600       —       600    
Huntinton Bancshares Inc.
     —       —       14,352       —       14,352  
  —       —       825       —       825    
Key Corp
     —       —       30,352       —       30,352  
  32,288       —       —       —       32,288    
M&T Bank Corp.
     3,953,988       —       —       —       3,953,988  
  38,400       —       —       —       38,400    
Mercantile Bankshares Corp.
     1,418,112       —       —       —       1,418,112  
  —       —       775       —       775    
National City Corp.
     —       —       26,800       —       26,800  
  —       —       125       —       125    
PNC Financial Services
           —       8,849       —       8,849  
  132,900       —       —       —       132,900    
Regions Financial Corp.
     4,783,071       —       —       —       4,783,071  
  467,475       —       1,100       —       468,575    
U.S. Bancorp
     14,991,923       —       35,277       —       15,027,200  
  38,448       —       —       —       38,448    
UnionBanCal Corp.
     2,303,035       —       —       —       2,303,035  
  133,025       —       200       —       133,225    
Wachovia Corp.
     7,267,156       —       10,926       —       7,278,082  
  31,900       —       875       —       32,775    
Washington Mutual, Inc.(a)
     1,336,291       —       36,654       —       1,372,945  
  1,019,112       249,541       750       —       1,269,403    
Wells Fargo & Co.
     35,414,142       8,671,550       26,063       —       44,111,755  
                                             
                                       
 
     124,499,077       8,671,550       507,565       —       133,678,192  
                                             
                                       
Beverages-0.1%
                                        
  —       —       1,200       —       1,200    
Coca-Cola Inc.
     —       —       53,772       —       53,772  
  —       29,451       1,755       —       31,206    
Pepsico Co.
     —       1,922,561       114,566       —       2,037,127  
                                             
                                       
 
     —       1,922,561       168,338       —       2,090,899  
                                             
                                       
Biotechnology-3.4%
                                        
  311,800       —       2,195       —       313,995    
Amgen, Inc. *
     21,180,574       —       149,105       —       21,329,679  
  183,472       —       —       —       183,472    
Celgene Corp.*
     7,465,476       —       —       —       7,465,476  
  —       135,009       —       —       135,009    
Amalyn Pharmaceutical Co.
     —       6,119,958       —       —       6,119,958  
  —       249,257       965       —       250,222    
Genentech *
     —       20,568,688       79,632       —       20,648,320  
  —       81,614       —       —       81,614    
Genzyme Corp.
     —       5,405,295       —       —       5,405,295  
  —       —       1,475       —       1,475    
Gilead sciences *
     —       —       93,515       —       93,515  
                                             
                                       
 
     28,646,050       32,093,941       322,252       —       61,062,243  
                                             
                                       
Chemicals-2.4%
                                        
  —       10,289       1,400       —       11,689    
Air Products and Chemicals
     —       682,058       92,806       —       774,864  
  163,265       —       —       —       163,265    
Ashland, Inc.
     10,308,552       —       —       —       10,308,552  
  —       —       500       —       500    
Lubrizol Corp.
     —       —       21,745       —       21,745  
  527,352       138,416       —       —       665,768    
Monsanto Co.
     25,017,579       6,566,455       —       —       31,584,034  
  —       17,570       —       —       17,570    
Praxair Inc.
     —       1,008,694       —       —       1,008,694  
                                             
                                       
 
     35,326,131       8,257,207       114,551       —       43,697,889  
                                             
                                       
Commercial Services & Supplies-1.1%
                                        
  —       —       400       —       400    
Avery Dennison Corp.
     —       —       24,776       —       24,776  
  45,817       —       —       —       45,817    
Global Payments, Inc.
     1,743,337       —       —       —       1,743,337  
  202,484       —       —       —       202,484    
Manpower, Inc.
     11,968,829       —       —       —       11,968,829  
  174,486       —       —       —       174,486    
Waste Management, Inc.
     5,981,380       —       —       —       5,981,380  
                                             
                                       
 
     19,693,546       —       24,776       —       19,718,322  
                                             
                                       
Communications Equipment-2.9%
                                        
  —       —       978       —       978    
ADC Telecommunications *
     —       —       13,350       —       13,350  
  1,756,400       —       3,400       —       1,759,800    
Cisco Systems, Inc.*
     38,623,236       —       74,766       —       38,698,002  
  —       —       2,925       —       2,925    
Corning Inc. *
     —       —       65,052       —       65,052  
  —       174,901       5,275       —       180,176    
Motorola Inc.
     —       4,089,185       123,329       —       4,212,514  
  —       —       1,300       —       1,300    
Nokia Corp ADR
     —       —       27,144       —       27,144  
  —       162,444       3,025       —       165,469    
Qualcomm
     —       6,119,265       113,951       —       6,233,216  
  —       —       1,265       —       1,265    
Research in Motion *
     —       —       104,363       —       104,363  
  303,900       —       1,000       —       304,900    
Tellabs, Inc.*
     3,096,741       —       10,190       —       3,106,931  
                                             
                                       
 
     41,719,977       10,208,450       532,145       —       52,460,572  
                                             
                                       
Computers & Peripherals-2.0%
                                        
  —       —       2,075       —       2,075    
Apple Computer Co. Inc. *
     —       —       140,788       —       140,788  
  —       —       3,700       —       3,700    
Dell Inc. *
     —       —       83,435       —       83,435  
  —       —       6,920       —       6,920    
EMC Corp. *
     —       —       80,618       —       80,618  
  947,700       —       1,700       —       949,400    
Hewlett-Packard Co.
     34,647,912       —       62,152       —       34,710,064  
  —       —       850       —       850    
International Business Machines Corp.
     —       —       68,825       —       68,825  
  —       —       1,180       —       1,180    
Sandisk Corp. *
     —       —       69,526       —       69,526  
                                             
                                       
 
     34,647,912       —       505,344       —       35,153,256  
                                             
                                       
Consumer Durables & Apparel-0.0%
                                        
  —       —       700       —       700    
Matell Inc.
     —       —       13,188       —       13,188  
                                             
                                       
Containers and Packaging-0.0%
                                        
  —       —       675       —       675    
Crown Holdings Inc. *
     —       —       12,413       —       12,413  
  —       —       1,050       —       1,050    
Owens Illinois Inc. *
     —       —       15,918       —       15,918  
  —       —       1,000       —       1,000    
Smurfit-Stone Container *
     —       —       11,390       —       11,390  
                                             
                                       
 
     —       —       39,721       —       39,721  
                                             
                                       
Diversified Financials-7.4%
                                        
  —       —       2,550       —       2,550    
American Express Co.
     —       —       133,977       —       133,977  
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                                         
Shares     Description     Value  
 
 
GS Structured     AXA Enterprise Capital     AXA MM Core             Pro Forma                 GS Structured U.S.     AXA Enterprise Capital     AXA MM Core             Pro Forma  
U.S. Equity Fund     Appreciation Fund     Equity Fund     Adjustments     Combined Fund                 Equity Fund     Appreciation Fund     Equity Fund     Adjustments     Combined Fund  
 
 
  143,500       —       —       —       143,500    
AmeriCredit Corp.* (a)
             3,370,815       —       —       —       3,370,815  
  35,000       —       —       —       35,000    
Ameriprise Financial, Inc.
             1,600,550       —       —       —       1,600,550  
  —       —       2,000       —       2,000    
Bank of America Corp.
             —       —       102,940       —       102,940  
  —       —       6,300       —       6,300    
Charles Schwab Corp.
             —       —       102,753       —       102,753  
  189,770       —       4,100       —       193,870    
Citigroup, Inc.
             9,365,150       —       202,334       —       9,567,484  
  392,200       —       —       —       392,200    
Countrywide Financial Corp.
             13,256,360       —       —       —       13,256,360  
  —       91,081       50       (91,131 )     —    
Goldman Sachs Group Inc.
             —       13,539,190       7,433       (13,546,623 )     —  
  885,300       —       1,675       —       886,975    
J.P. Morgan Chase & Co.
             40,422,798               76,481       —       40,499,279  
  —       190,160       —       —       190,160    
Lehman Brothers Holding Group Inc.
             —       12,134,110       —       —       12,134,110  
  —       —       9,900       —       9,900    
Lloyds TSB Group
             —       —       98,205       —       98,205  
  337,599       —       2,195       —       339,794    
Merrill Lynch & Co., Inc.
             24,823,654       —       161398       —       24,985,052  
  —       —       75       —       75    
Morgan Stanley Co.
             —       —       4934       —       4,934  
  —       —       1,200       —       1,200    
NYSE Group Inc. *
             —       —       71160       —       71,160  
  —       —       1,900       —       1,900    
Options Express Holdings Inc
             —       —       49628       —       49,628  
  176,000               —       —       176,000    
Principal Financial, Inc.
             9,370,240       —       —       —       9,370,240  
  —       280,140       880       —       281,020    
UBS AG
             —       15,903,548       49,958       —       15,953,506  
  —       —       475       —       475    
Waddel and Reed Financial
             —       —       11,030       —       11,030  
                                                     
                                       
 
             102,209,567       41,576,848       1,072,231       (13,546,623 )     131,312,023  
                                                     
                                       
Diversified Telecommunications - 2.3%
                                            
  476,800       —       300       —       477,100    
AT&T, Inc.
             14,842,784       —       9,339       —       14,852,123  
  —       —       1,500       —       1,500    
Bellsouth Corp.
             —       —       61,080       —       61,080  
  194,300       —       —       —       194,300    
CenturyTel, Inc.
             7,737,026       —       —       —       7,737,026  
  —       —       3,978       —       3,978    
Chunghwa Telecom ADR
             —       —       68,859       —       68,859  
  257,763       —       110       —       257,873    
Embarq Corp.
             12,153,525       —       5,187       —       12,158,712  
  —       —       17,900       —       17,900    
Level 3 Communications *
             —       —       79,297       —       79,297  
  332,330       —       2,200       —       334,530    
Sprint Nextel Corp.
             5,623,024       —       37,224       —       5,660,248  
  —       —       1,650       —       1,650    
Verizon Communications
             —       —       58,047       —       58,047  
                                                     
                                       
 
             40,356,359       —       319,033       —       40,675,392  
                                                     
                                       
Electric Utilities - 3.2%
                                            
  160,000       —       —       —       160,000    
American Electric Power Co., Inc.* (a)
             5,836,800       —       —       —       5,836,800  
  —       —       500       —       500    
Constellation Energy
             —       —       30,045       —       30,045  
  64,000       —       —       —       64,000    
FirstEnergy Corp.
             3,651,840       —       —       —       3,651,840  
  539,948       —       —       —       539,948    
PG&E Corp.
             22,640,020       —       —       —       22,640,020  
  388,701       —       890       —       389,591    
TXU Corp.
             25,735,893       —       58,927       —       25,794,820  
                                                     
                                       
 
             57,864,553       —       88,972       —       57,953,525  
                                                     
                                       
Electrical Equipment - 0.4%
                                            
  116,100       —       —       —       116,100    
Energizer Holdings, Inc. * (a)
             7,762,446       —       —       —       7,762,446  
  —       —       225       —       225    
Cooper Industries Ltd.
             —       —       18,423       —       18,423  
                                                     
                                       
 
             7,762,446       —       18,423       —       7,780,869  
                                                     
                                       
Electronic Equipment & Services - 0.1%
                                            
  —       —       300       —       300    
Arrow Electronics Inc.
             —       —       8,370       —       8,370  
  —       —       900       —       900    
Flextronics *
             —       —       10,620       —       10,620  
  123,200       —       —       —       123,200    
Ingram Micro, Inc.*
             2,217,600       —       —       —       2,217,600  
  —       —       3,200       —       3,200    
Sanmina SCI Corp *
             —       —       10,848       —       10,848  
  —       —       4,400       —       4,400    
Solectron NPV *
             —       —       13,816       —       13,816  
  —       —       250       —       250    
Tech Data Corp. *
             —       —       8,723       —       8,723  
                                                     
                                       
 
             2,217,600       —       52,377       —       2,269,977  
                                                     
                                       
Energy Equipment & Services - 1.2%
                                            
  65,200       —       —       —       65,200    
Dresser-Rand Group, Inc.*
             1,333,340       —       —       —       1,333,340  
  —       —       600       —       600    
Global Santa Fe Corp.
             —       —       29,532       —       29,532  
  —       240,624       1,210       —       241,834    
Halliburton Co.
             —       7,849,155       39,470       —       7,888,625  
  —       —       700       —       700    
Rowan Co’s Inc.
             —       —       23,940       —       23,940  
  49,900       134,594       —       —       184,494    
Schlumberger Ltd.(a)
             3,058,870       8,250,612       —       —       11,309,482  
                                                     
                                       
 
             4,392,210       16,099,767       92,942       —       20,584,919  
                                                     
                                       
Food & Drug Retailing - 0.6%
                                            
  —       —       1,500       —       1,500    
Kroger Co.
             —       —       35,715       —       35,715  
  221,500               450       —       221,950    
Safeway, Inc.(a)
             6,850,995       —       13,919       —       6,864,914  
  —       —       2,475       —       2,475    
Sysco Corp.
             —       —       77,690       —       77,690  
  —       69,456       —       —       69,456    
Wallgreen Co.
             —       3,435,294       —       —       3,435,294  
  —       —       970       —       970    
Whole Foods Market Inc.
             —       —       52,011       —       52,011  
                                                     
                                       
 
             6,850,995       3,435,294       179,335       —       10,465,624  
                                                     
                                       
Food Products - 2.5%
                                            
  602,751       167,937       —       —       770,688    
Archer-Daniels-Midland Co.
             24,815,259       6,913,966       —       —       31,729,225  
  —       —       175       —       175    
Bunge Ltd.
             —       —       9,860       —       9,860  
  —       —       1,200       —       1,200    
Conagra Foods Inc.
             —       —       28,560       —       28,560  
  —       —       600       —       600    
Kellogg Co.
             —       —       30,420       —       30,420  
  195,200       —       —       —       195,200    
Kraft Foods, Inc.(a)
             6,619,232       —       —       —       6,619,232  
  442,300       —       —       —       442,300    
Tyson Foods, Inc.
             6,515,079       —       —       —       6,515,079  
                                                     
                                       
 
             37,949,570       6,913,966       68,840       —       44,932,376  
                                                     
                                       
Healthcare Equipment & Supplies - 0.8
                                            
  —       —       300       —       300    
Alcon Inc.
             —       —       35,337       —       35,337  
  364,800       —       —       —       364,800    
Applera Corp. — Applied Biosystems Group
             11,181,120       —       —       —       11,181,120  
  19,900       —       —       —       19,900    
Becton, Dickinson and Co.
             1,387,030       —       —       —       1,387,030  
  —       —       3,200       —       3,200    
Eclipsys Corp *
             —       —       54,720       —       54,720  
  17,776       —       1,470       —       19,246    
Fisher Scientific International, Inc.*
             1,390,616       —       114,998       —       1,505,614  
  —       —       775       —       775    
Zimmer Holding Corp. *
             —       —       52,700       —       52,700  
                                                     
  —                                    
 
             13,958,766       —       257,755       —       14,216,521  
                                                     
  —                                    
Healthcare Providers & Services - 5.1%
                                            
  522,569       —       400       —       522,969    
AmerisourceBergen Corp.
             23,076,647       —       17,664       —       23,094,311  
  71,600       —       3,155       —       74,755    
Caremark Rx, Inc.
             4,148,504       —       182,801       —       4,331,305  
  —       —       2,295       —       2,295    
Coventry Healthcare *
             —       —       124,481       —       124,481  
  61,300       —       —       —       61,300    
Express Scripts, Inc.*
             5,154,104       —       —       —       5,154,104  
  130,000       —       —       —       130,000    
Humana, Inc.*
             7,920,900       —       —       —       7,920,900  
  414,000       —       —       —       414,000    
McKesson Corp.
             21,031,200       —       —       —       21,031,200  
  —       37,136       —       —       37,136    
Quest Diagnostice Inc.
             —       2,387,102       —       —       2,387,102  
  —       —       1,100       —       1,100    
Tenet Healthcare Corp. *
             —       —       8,668       —       8,668  
  —       520,828       1,345       —       522,173    
United Health Group Inc.
             —       27,057,015       69,873       —       27,126,888  
  —       —       1,600       —       1,600    
Wellpoint Inc. *
             —       —       123,856       —       123,856  
                                                     
                                       
 
             61,331,355       29,444,117       527,343       —       91,302,815  
                                                     
                                       
Hotels, Restaurants & Leisure - 3.4%
                                            
  38,941       —       —       —       38,941    
Darden Restaurants, Inc.
             1,378,511       —       —       —       1,378,511  
  —       123,438       —       —       123,438    
Four Seasons Hotel
             —       7,790,172       —       —       7,790,172  
  —       116,183       1,600       —       117,783    
Las Vegas Sands Corp. *
             —       8,110,735       111,697       —       8,222,432  
  37,400       —       —       —       37,400    
Marriott International, Inc.
             1,408,484       —       —       —       1,408,484  
  37,500       —       1,400       —       38,900    
McDonald’s Corp.
             1,346,250       —       50,260       —       1,396,510  
  —       251,948       1,930       —       253,878    
MGM Mirage Inc. *
             —       8,989,505       68,862       —       9,058,367  
  287,000       182,759       2,610       —       472,369    
Starbucks Corp.*
             8,899,870       5,667,357       80,936       —       14,648,163  
  —       51,077       —       —       51,077    
Station Casinos Inc.
             —       2,975,235       —       —       2,975,235  
  —       46,474       —       —       46,474    
Wynn Resorts
             —       3,597,552       —       —       3,597,552  
  —       163,697       —       —       163,697    
Yum Brands Inc.
             —       8,001,509       —       —       8,001,509  
                                                     
                                       
 
             13,033,115       45,132,065       311,755       —       58,476,935  
                                                     
                                       
Household Durables - 2.5%
                                            
  —       —       400       —       400    
Clorox Co.
             —       —       23,924       —       23924  
  117,263       —       575       —       117,838    
Colgate-Palmolive Co.
             7,019,363       —       34,420       —       7,053,783  
  —       93,246       —       —       93,246    
KB Home
             —       3,987,199       —       —       3,987,199  
  —       —       500       —       500    
Kimberly-Clark Corp.
             —       —       31,750       —       31,750  
  —       94,255       —       —       94,255    
Lennar Corp.
             —       4,226,394       —       —       4,226,394  
  220,569       263,577       2,530       —       486,676    
Procter & Gamble Co.
             13,653,221       16,315,416       156,607       —       30,125,244  
  —       —       1,300       —       1,300    
Toll Brothers *
             —       —       34,346       —       34,346  
                                                     
                                       
 
             20,672,584       24,529,009       281,047       —       45,482,640  
                                                     
The accompanying notes are an integral part of these pro forma financial statements.

 

                                                                                         
Shares     Description     Value  
 
 
GS Structured     AXA Enterprise Capital     AXA MM Core             Pro Forma                 GS Structured U.S.     AXA Enterprise Capital     AXA MM Core             Pro Forma  
U.S. Equity Fund     Appreciation Fund     Equity Fund     Adjustments     Combined Fund                 Equity Fund     Appreciation Fund     Equity Fund     Adjustments     Combined Fund  
 
 
                                       
Household Products - 2.6%
                                            
  952,320       —       11,630       —       963,950    
General Electric Co.
             32,436,019       —       396,118       —       32,832,137  
  196,412       —       —       —       196,412    
Reynolds American, Inc. (a)
             12,780,529       —       —       —       12,780,529  
                                                     
                                       
 
             45,216,548       —       396,118       —       45,612,666  
                                                     
                                       
Industrial Conglomerates - 0.0%
                                            
  —       —       325       —       325    
Textron Inc.
             —       —       27,255       —       27,255  
  —       —       2,890       —       2,890    
Tyco International
             —       —       75,574       —       75,574  
                                                     
                                       
 
             —       —       102,829       —       102,829  
                                                     
                                       
Insurance - 5.2
                                            
  —       —       400       —       400    
Ace Ltd.
             —       —       21,544       —       21,544  
  —       —       150       —       150    
Allstate Corp.
             —       —       8,691       —       8,691  
  135,227       —       —       —       135,227    
AMBAC Financial Group, Inc.
             11,709,306       —               —       11,709,306  
  —       —       3,200       —       3,200    
American International Group, Inc.
             —       —       204,223       —       204,223  
  594,600       90,398       1,000       —       685,998    
Genworth Financial, Inc.
             20,472,078       3,112,403       34,430       —       23,618,911  
  —       —       275       —       275    
Hartford Financial
             —       —       23,612       —       23,612  
  628,988       —       —       —       628,988    
Loews Corp.
             24,203,459       —               —       24,203,459  
  263,221       —       1,242       (1,242 )     263,221    
MBIA, Inc. (a)
             16,222,310       —       76,544       (76,544 )     16,222,310  
  —       —       650       —       650    
Metlife Inc.
             —       —       35,770       —       35,770  
  —       —       325       —       325    
Old Republic
             —       —       6,793       —       6,793  
  —       147,944       —       —       147,944    
Progressive Corp.
             —       3,637,943               —       3,637,943  
  —       —       150       —       150    
Prudential Financial
             —       —       11,012       —       11,012  
  102,600       —       —       —       102,600    
Radian Group, Inc.
             6,143,688       —               —       6,143,688  
  —       —       777       —       777    
St. Paul Travelers
             —       —       34,110       —       34,110  
  123,000       —       650       —       123,650    
The Chubb Corp.
             6,169,680       —       32,604       —       6,202,284  
  —       —       1,100       —       1,100    
Unumprovident Corp.
             —       —       20,845       —       20,845  
  —       —       400       —       400    
XL Capital Class A
             —       —       26,256       —       26,256  
                                                     
                                       
 
             84,920,521       6,750,346       536,434       (76,544 )     92,130,757  
                                                     
                                       
Internet & Catalog Retail - 0.0%
                                            
  —       —       500       —       500    
Amazon.com *
             —       —       15,415       —       15,415  
  —       —       2,585       —       2,585    
IAC/Interactive *
             —       —       73,621       —       73,621  
                                                     
                                       
 
             —       —       89,036       —       89,036  
                                                     
                                       
Internet Software & Services - 1.3%
                                            
  58,900       —       348       —       59,248    
Google, Inc., Class A *
             22,295,417       —       131,727       —       22,427,144  
  —       —       250       —       250    
Ceridian Corp. *
             —       —       5,968       —       5,968  
  —       —       1,350       —       1,350    
Electronic Data
             —       —       32,171       —       32,171  
  —       —       4,555       —       4,555    
Yahoo Inc. *
             —       —       131,275       —       131,275  
                                                     
                                       
 
             22,295,417       —       301,141       —       22,596,558  
                                                     
                                       
IT Consulting & Services - 1.5%
                                            
  482,018       —       —       —       482,018    
Computer Sciences Corp. *
             22,838,013       —       —       —       22,838,013  
  89,400       —       —       —       89,400    
First Data Corp.
             3,841,518       —       —       —       3,841,518  
                                                     
                                       
 
             26,679,531       —       —       —       26,679,531  
                                                     
                                       
Machinery - 0.7%
                                            
  —       145,096       —       —       145,096    
Caterpillar Inc.
             —       9,627,120       —       —       9,627,120  
  —       —       500       —       500    
Eaton Corp.
             —       —       33,250       —       33,250  
  62,580       —       —       —       62,580    
Illinois Tool Works, Inc.
             2,747,262       —       —       —       2,747,262  
  —       —       250       —       250    
Ingersoll-Rand Co.
             —       —       9,505       —       9,505  
  —       —       500       —       500    
SPX Corp
             —       —       26,400       —       26,400  
                                                     
                                       
 
             2,747,262       9,627,120       69,155       —       12,443,537  
                                                     
                                       
Media - 5.9%
                                            
  782,281       —       1,262       —       783,543    
CBS Corp. Class B
             22,334,123       —       36,030       —       22,370,153  
  485,783       —       —       —       485,783    
Clear Channel Communications, Inc.
             14,107,138       —       —       —       14,107,138  
  —       —       1,650       —       1,650    
Comcast Corp. Class A *
             —       —       57,750       —       57,750  
  —       446,314       3,995       —       450,309    
Comcast Corp. *
             —       15,620,990       139,464       —       15,760,454  
  —       —       4,491       —       4,491    
DirectTV Group *
             —       —       84,386       —       84,386  
  —       —       2,040       —       2,040    
Sirius Satellite Radio *
             —       —       8,344       —       8,344  
  70,500       —       —       —       70,500    
The McGraw-Hill Companies., Inc.
             3,941,655       —       —       —       3,941,655  
  666,132       —       200       —       666,332    
The Walt Disney Co.
             19,750,814       —       5,930       —       19,756,744  
  1,795,258       —       2,600       —       1,797,858    
Time Warner, Inc.
             29,837,188       —       43,212       —       29,880,400  
  —       —       462       —       462    
Viacom Inc. Class B *
             —       —       16,771       —       16,771  
                                                     
                                       
 
             89,970,918       15,620,990       391,887       —       105,983,795  
                                                     
                                       
Metals & Mining - 0.1%
                                            
  26,700       —       —       —       26,700    
Newmont Mining Corp.
             1,368,375       —               —       1,368,375  
  —       —       1,200       —       1,200    
Southern Copper Corp.
                             110,784               110,784  
                                                     
                                       
 
             1,368,375       —       110,784       —       1,479,159  
                                                     
                                       
Multi-Utilities - 0.0%
                                               
  —       —       225       —       225    
Dominion Resources
             —       —       17,975       —       17,975  
                                                     
                                       
Multiline Retail - 0.9%
                                           
  240,250       —       —       —       240,250    
Costco Wholesale Corp.
             11,241,297       —       —       —       11,241,297  
  —       —       1,545       —       1,545    
Nordstrom Inc.
             —       —       57,706       —       57,706  
  —       104,977       2,925       —       107,902    
Target Corp
             —       5,079,837       141,540       —       5,221,377  
  —       —       650       —       650    
Saks Inc.
             —       —       9,380       —       9,380  
  —       —       500       —       500    
Wall-mart Stores Inc.
             —       —       22,360       —       22,360  
                                                     
                                       
 
             11,241,297       5,079,837       230,986       —       16,552,120  
                                                     
                                       
Oil & Gas - 7.9%
                                            
  53,504       —       —       —       53,504    
Anadarko Petroleum Corp.
             2,509,873       —       —       —       2,509,873  
  20,200       —       1,700       —       21,900    
Apache Corp.
             1,318,656       —       110,976       —       1,429,632  
  —       —       425       —       425    
BP Amoco P.L.C. ADR
             —       —       28,921       —       28,921  
  —       —       1,250       —       1,250    
Canadian Natural Resource Ltd.
             —       —       65,364       —       65,364  
  —       —       3,042       —       3,042    
Chevron Corp.
             —       —       195,905       —       195,905  
  —       —       2,125       —       2,125    
Conocophillips Co.
             —       —       134,789       —       134,789  
  407,744       —       —       —       407,744    
Devon Energy Corp.(a)
             25,479,922       —       —       —       25,479,922  
  19,337       —       1,415       —       20,752    
EOG Resources, Inc.
             1,253,424       —       91,720       —       1,345,144  
  1,020,216       —       4,975       —       1,025,191    
Exxon Mobil Corp.
             69,038,017       —       336,658       —       69,374,675  
  —       —       275       —       275    
Marathon Oil Corp.
             —       —       22,963       —       22,963  
  —       —       1,525       —       1,525    
Occidental Petroleum
             —       —       77,760       —       77,760  
  —       154,454       —       —       154,454    
Peabody Energy Corp.
             —       6,806,788       —       —       6,806,788  
  —       —       300       —       300    
Total S A Sponsored
             —       —       20,229       —       20,229  
  235,400       —       —       —       235,400    
Sunoco, Inc.
             16,927,614       —       —       —       16,927,614  
  53,367       —       —       —       53,367    
Ultra Petroleum Corp.*
             2,649,138       —       —       —       2,649,138  
  —       —       1,270       —       1,270    
Valero Energy
             —       —       72,898       —       72,898  
  313,900       —       —       —       313,900    
XTO Energy, Inc.
             14,367,203       —       —       —       14,367,203  
                                                     
                                       
 
             133,543,847       6,806,788       1,158,183       —       141,508,818  
                                                     
                                       
Pharmaceuticals - 5.3%
                                            
  —       105,827       700       —       106,527    
Abbot Labs
             —       5,153,775       34,090       —       5,187,865  
  29,000       —       —       —       29,000    
Forest Laboratories, Inc.*
             1,449,420       —       —       —       1,449,420  
  41,437       —       3,284       —       44,721    
Johnson & Johnson
             2,679,317       —       212,343       —       2,891,660  
  —       —       1,405       —       1,405    
Lilly & Co.
             —       —       78,582       —       78,582  
  660,745       —       1,375       —       662,120    
Merck & Co., Inc.
             26,793,210       —       55,756       —       26,848,966  
  1,660,615       —       11,335       —       1,671,950    
Pfizer, Inc.
             45,766,549       —       312,393       —       46,078,942  
  —       —       1,485       —       1,485    
Sanofi-Aventis ADR
             —       —       66,751       —       66,751  
  259,800       —       150       —       259,950    
Wyeth
             12,652,260       —       7,305       —       12,659,565  
                                                     
                                       
 
             89,340,756       5,153,775       767,220       —       95,261,751  
                                                     
                                       
Real Estate - 1.0%
                                            
  32,500       —       —       —       32,500    
Archstone-Smith Trust (REIT)
             1,728,350       —       —       —       1,728,350  
  —       21,076       —       —       21,076    
CB Richard Ellis Group
             —       484,748       —       —       484,748  
  163,900       —       —       —       163,900    
Equity Office Properties Trust (REIT)
             6,079,051       —       —       —       6,079,051  
  33,800       —       —       —       33,800    
Kimco Realty Corp. (REIT)
             1,404,390       —       —       —       1,404,390  
  88,383       —       —       —       88,383    
New Century Financial Corp. (REIT)(a)
             3,421,306       —       —       —       3,421,306  
  18,800       —       —       —       18,800    
SL Green Realty Corp.
             2,097,328       —       —       —       2,097,328  
  —       52,387       —       —       52,387    
ST Joe Co.
             —       2,669,642       —       —       2,669,642  
                                                     
                                       
 
             14,730,425       3,154,390       —       —       17,884,815  
                                                     
                                       
Road & Rail - 2.4%
                                            
  —       178,174       —       —       178,174    
Burlington Northern Santa Fe
             —       11,928,749       —       —       11,928,749  
  343,200       —       1,300       —       344,500    
CSX Corp.
             10,371,504       —       39,286       —       10,410,790  
The accompanying notes are an integral part of these pro forma financial statements.

 

                                                                                 
Shares     Description   Value  
 
 
GS Structured     AXA Enterprise Capital     AXA MM Core             Pro Forma         GS Structured     AXA Enterprise Capital                     Pro Forma  
U.S. Equity Fund     Appreciation Fund     Equity Fund     Adjustments     Combined Fund         U.S. Equity Fund     Appreciation Fund     AXA MM Core Equity Fund     Adjustments     Combined Fund  
 
 
  111,600       —       700       —       112,300    
Norfolk Southern Corp.
     4,768,668       —       29,911       —       4,798,579  
  97,830       106,300       —       —       204,130    
Union Pacific Corp.
     7,860,640       8,541,205       —       —       16,401,845  
                                             
                                       
 
     23,000,812       20,469,954       69,197       —       43,539,963  
                                             
                                       
Semiconductor Equipment & Products – 1.7%
                                        
  —       —       2,600       —       2,600    
Advanced Micro Devices *
     —       —       64,974       —       64,974  
  —       —       1,110       —       1,110    
Agere Systems Inc. *
     —       —       16,916       —       16,916  
  —       —       348       —       348    
Samsung Electronic GDR
     —       —       117,629       —       117,629  
  754,367       148,212       2,615       —       905,194    
Texas Instruments, Inc.
     24,584,821       4,830,229       85,223       —       29,500,273  
                                             
                                       
 
     24,584,821       4,830,229       284,742       —       29,699,792  
                                             
                                       
Software – 2.1%
                                        
  —       —       1,860       —       1,860    
Adobe Systems Inc. *
     —       —       60,338       —       60,338  
  —       —       11,960       —       11,960    
Bearingpoint *
     —       —       99,986       —       99,986  
  —       —       750       —       750    
Intel Corp.
     —       —       14,655       —       14,655  
  1,188,240       —       9,300       —       1,197,540    
Microsoft Corp.
     30,525,885       —       238,917       —       30,764,802  
  —       —       8,100       —       8,100    
Oracle Corp. *
     —       —       126,765       —       126,765  
  —       —       805       —       805    
SAP AG (c)
     —       —       38,431       —       38,431  
  296,556       —       —       —       296,556    
Synopsys, Inc.*
     5,622,702       —       —       —       5,622,702  
                                             
                                       
 
     36,148,587       —       579,092       —       36,727,679  
                                             
                                       
Specialty Retail – 3.1%
                                        
  —       —       1,200       —       1,200    
Abercrombie & Fitch Co.
     —       —       77,435       —       77,435  
  542,775       —       —       —       542,775    
AutoNation, Inc.*
     10,546,118       —       —       —       10,546,118  
  528,431       —       —       —       528,431    
Circuit City Stores, Inc.
     12,476,256       —       —       —       12,476,256  
  —       —       750       —       750    
GAP Inc.
     —       —       12,608       —       12,608  
  —       —       1,005       —       1,005    
Home Depot Inc.
     —       —       34,461       —       34,461  
  —       —       1,200       —       1,200    
Limited Brands Inc.
     —       —       30,876       —       30,876  
  —       351,276       —       —       351,276    
Loew’s Co.Inc.
     —       9,505,529       —       —       9,505,529  
  589,787       —       1,100       —       590,887    
Office Depot, Inc.*
     21,727,753       —       40,524       —       21,768,277  
  —       —       1,787       —       1,787    
Staples Inc.
     —       —       40,315       —       40,315  
  69,100       —       —       —       69,100    
United Rentals, Inc.*
     1,496,706       —       —       —       1,496,706  
                                             
                                       
 
     46,246,833       9,505,529       236,219       —       55,988,581  
                                             
                                       
Textiles & Apparel – 0.1%
                                        
  75,602       —       650       —       76,252    
Jones Apparel Group, Inc.
     2,366,343       —       20,345       —       2,386,688  
  —       —       170       —       170    
Nike Inc. Class B
     —       —       13,729       —       13,729  
                                             
                                       
 
     2,366,343       —       34,074       —       2,400,417  
                                             
                                       
Tobacco – 0.4%
                                        
  —       —       1,025       —       1,025    
Altria Group
     —       —       85,618       —       85,618  
  144,200       —       —       —       144,200    
UST, Inc.
     7,622,412       —       —       —       7,622,412  
                                             
                                       
 
     7,622,412       —       85,618       —       7,708,030  
                                             
                                       
Wireless Telecommunication Services – 0.5%
                                        
  —       160,395       —       —       160,395    
America Movil SA ADR
     —       5,984,337       —       —       5,984,337  
  —       —       4,000       —       4,000    
American Tower Corp. *
     —       —       143,440       —       143,440  
  —       —       900       —       900    
Crown Castle *
     —       —       30,924       —       30,924  
  —       —       720       —       720    
Leap Wireless *
     —       —       33,307       —       33,307  
  —       —       2,365       —       2,365    
NII Holdings Inc. Class B *
     —       —       126,173       —       126,173  
  44,910       —       —       —       44,910    
United States Cellular Corp. *
     2,692,355       —       —       —       2,692,355  
                                             
                                       
 
     2,692,355       5,984,337       333,844       —       9,010,536  
                                             
                                       
TOTAL COMMON STOCKS
                                        
                                       
(Cost $1,235,129,943, $312,322,140, $10,265,996, $(13,182,842) and $1,544,535,237 respectively) — (Including $54,679,277, $0, $0, $0 and $54,649,277 of securities on loan, respectively)
   $ 1,371,885,337     $ 367,170,445     $ 11,603,639     $ (13,623,167 )   $ 1,737,036,254  
                                             
                                       
 
                                        
Principal Amount
   Interest Rate     Maturity Date   Value
 
 
                                       
Time Deposits - 1.2%
                                        
  —       22,076,954       105,468       —       22,182,422    
JP Morgan Chase Nassau
     —       22,076,954       105,468       —       22,182,422  
  —       —       100,000       —       100,000    
Rabobank America
     —       —       99,985       —       99,985  
                                             
                                       
TOTAL Time Deposits
                                        
                                       
(Cost $0, $22,076,954, $205,468, $0 and $22,282,422 respectively)
   $ —     $ 22,076,954     $ 205,453     $ —     $ 22,282,407  
                                             
                                       
Repurchase Agreement (b) - 0.6%
                                        
                                       
Joint Repurchase Agreement Account II 5.28% 09/01/2006 Maturity Value $10,901,599
(Cost $10,900,000, $0, $0, $0 and $10,900,000 respectively)
                                        
  10,900,000     $ —     $ —     $ —     $ 10,900,000    
  $ 10,900,000     $ —     $ —     $ —     $ 10,900,000  
                                             
                                       
TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL
(Cost $1,246,029,943, $334,399,094, $10,471,464, $(13,182,842) and $1,577,717,659 respectively) – 99.2%
   $ 1,382,785,337     $ 389,247,399     $ 11,809,092     $ (13,623,167 )   $ 1,770,218,661  
                                             
                                       
 
                                        
Shares
   Description   Value
 
 
                                       
Securities Lending Collateral - 4.7%
                                        
          28,958,492                       28,958,492    
HSBC Securities Repo
             28,958,492                       28,958,492  
  55,463,875       —       —       —       55,463,875    
Boston Global Investment Trust - Enhanced Portfolio
   $ 55,463,875                               55,463,875  
                                       
TOTAL SECURITIES LENDING COLLATERAL
                                        
                                       
(Cost $55,463,875, $28,958,492, $0, $0 and $84,422,367 respectively)
   $ 55,463,875     $ 28,958,492     $ —     $ —     $ 84,422,367  
                                             
                                       
TOTAL INVESTMENTS
                                        
                                       
(Cost $1,301,493,818, $334,399,094, $10,471,464, $(13,182,842) and $1,633,181,534 respectively) – 103.9%
   $ 1,438,249,212     $ 418,205,891     $ 11,809,092     $ (13,623,167 )   $ 1,854,641,028  
                                             
                                       
OTHER ASSETS IN EXCESS OF LIABILITIES/(LIABILITIES IN EXCESS OF OTHER ASSETS) – 3.9%
   $ (54,242,385 )   $ (29,014,476 )   $ 105,718     $ 13,623,167     $ (69,527,976 )
                                       
Net Assets – 100.0%
   $ 1,384,006,827     $ 389,191,415     $ 11,914,810     $ —     $ 1,785,113,052  
                                             
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 the security is on loan.
(b) Repurchase agreement was entered into on August 31, 2006.
(c) One ADR represents one fourth of SAP AG underlying foreign security
ADR American Depository Receipts
 
GDR Global Depository Receipts
REIT Real Estate Investment Trust
The accompanying notes are an integral part of these pro forma financial statements.

 

 
ADDITIONAL INVESTMENT INFORMATION
 
FUTURES CONTRACTS — At August 31, 2006, the following futures contracts were open as follows:
                             
    Number of   Settlement           Unrealized
Type
   Contracts Long   Month   Market Value   Gain
S&P Mini 500 Index
     183     September 2006   $ 11,946,240     $ 156,153  
 

 

 

Pro Forma Combined Statement of Assets and Liabilities
For the Goldman Sachs Structured U.S. Equity Fund and AXA Enterprise Capital Appreciation Fund and AXA Enterprise MM Core Equity Fund
August 31, 2006 (Unaudited)
                                         
    Goldman Sachs   AXA Enterprise                
    Structured U.S.   Capital   AXA Enterprise           Pro Forma
    Equity Fund   Appreciation Fund   MM Core Equity Fund   Adjustments   Combined Fund
   
 
 
 
 
Assets:
                                        
Investments in securities, at value (identified cost $1,246,029,943, $312,322,140, $10,265,996, ($13,182,842) and $1,555,435,237, respectively) — (including $54,679,277, $0, $0, $0 and $54,679,277 of securities on loan, respectively)
   $ 1,382,785,337     $ 367,170,445       11,603,639     $ (13,623,167 )(d)   $ 1,747,936,254  
Investments in short term securities, at value (cost $0, $22,076,954, $205,468, $0 and $22,282,422, respectively)
     —       22,076,954       205,453       —       22,282,407  
Securities Lending collateral, at value (cost $55,463,875, $28,958,492, $0, $0 and $84,422,367, respectively)
     55,463,875       28,958,492       —       —       84,422,367  
Cash
     1,255,099 (a)     1,411,545       100,051       —       2,766,695  
Foreign Currencies, at value (cost $0, $0, $28,076, $0 and $28,076, respectively)
     —       139       28,418       —       28,557  
Receivables:
                                        
Investment securities sold, at value
     —       256,317       34,324       13,623,167 (d)     13,913,808  
Fund shares sold
     1,583,615       661,404       180       —       2,245,199  
Dividends and interest, at value
     3,231,402       310,523       23,932       —       3,565,857  
Reclaim receivable
     —       46,315       —       —       46,315  
Due from broker
     4,575       —       —       —       4,575  
Reimbursement from adviser
     64,844       —       25,373       —       90,217  
Securities lending income
     6,244       —       —       —       6,244  
Other assets
     5,299       80,750       —       —       86,049  
 
                                        
Total assets
     1,444,400,290       420,972,884       12,021,370       —       1,877,394,544  
 
                                        
 
                                        
Liabilities:
                                        
Payables:
                                        
Investment securities purchased
     —       1,975,249       41,236       —       2,016,485  
Payable upon return of securities loaned
     55,463,875       28,958,492       —       —       84,422,367  
Fund shares repurchased
     3,553,123       348,691       —       —       3,901,814  
Amounts owed to affiliates
     951,181       276,442       11,467       —       1,239,090  
Capital shares redeemed
     —       —       2,149       —       2,149  
Unrealized loss on forward contracts
     —       —       31       —       31  
Accrued expenses
     425,284       222,595       51,677       —       699,556  
 
                                        
Total liabilities
     60,393,463       31,781,469       106,560       —       92,281,492  
 
                                        
 
                                        
Net Assets:
                                        
Paid-in capital
     1,219,511,120       363,626,736       9,778,275       —       1,592,916,131  
Accumulated undistributed net investment income (loss)
     9,432,894       (2,368,760 )     20,949       —       7,085,083  
Accumulated net realized gain (loss) on investments and futures transactions
     18,151,267       (26,915,005 )     777,700       366,937       (7,619,101 )
Net unrealized gain on investments and futures
     136,911,546       54,848,305       1,337,628       (366,937 )     192,730,542  
Net unrealized gain on Foreign Exchange
     —       139       258       —       397  
 
                                        
Net Assets
   $ 1,384,006,827     $ 389,191,415     $ 11,914,810     $ —     $ 1,785,113,052  
 
                                        
 
                                        
 
Net Assets:
                                        
Class A
   $ 611,999,464     $ 192,169,019     $ 586,728     $ 3,781,073     $ 808,536,284  
Class B
     78,109,902       67,065,118       322,810       —       145,497,830  
Class C
     36,628,284       64,690,343       323,965       —       101,642,592  
Institutional/Class Y
     644,250,108       65,266,935       6,900,234       —       716,417,277  
Service/Class P
     13,019,069       —       3,781,073       (3,781,073 )     13,019,069  
 
Shares Outstanding:
                                        
Class A
     19,250,586       5,638,670       51,725       491,716 (b)   $ 25,432,698  
Class B
     2,610,560       2,139,636       29,205       83,374 (b)     4,862,774  
Class C
     1,230,033       2,005,725       29,305       148,248 (b)     3,413,311  
Institutional/Class Y
     19,835,225       1,832,927       606,064       (217,102 )(b)     22,057,114  
Service/Class P
     413,263       —       333,097       (333,097 )(b)     413,263  
 
Total shares outstanding, $0.001 par value (unlimited number of shares authorized)
     43,339,667       11,616,959       1,049,396       173,138 (b)     56,179,160  
 
Net assets value, offering and redemption price per share:(c)
                                        
Class A
   $ 31.79     $ 34.08       11.34     $ —     $ 31.79  
Class B
     29.92       31.34       11.05       —       29.92  
Class C
     29.78       32.25       11.05       —       29.78  
Institutional/Class Y
     32.48       35.61       11.39       —       32.48  
Service/Class P
     31.50       —       11.35       —       31.50  
 
(a)   Includes restricted cash of $1,225,000 relating to initial margin requirements on futures transactions.
 
(b)   Adjustment to reflect reduction of shares based on Structured U.S. Equity Fund’s NAV.
 
(c)   Maximum public offering price per share (NAV per share multiplied by 1.0582) for Class A Shares is $33.64, $36.06, $12.02 and $33.64 for the Structured U.S. Equity Fund, the AXA Capital Appreciation fund and the AXA MM Core Equity fund, 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 pro forma financial statements.

 

 

Pro Forma Combined Statement of Operations
For the Goldman Sachs Structured U.S. Equity Fund and AXA Enterprise Capital Appreciation Fund and AXA Enterprise MM Core Equity Fund
For year ended August 31, 2006 (Unaudited)
                                         
    Goldman Sachs   AXA Enterprise                
    Structured U.S.   Capital   AXA Enterprise           Pro Forma
    Equity Fund   Appreciation Fund   MM Core Equity Fund   Adjustments   Combined Fund
   
 
 
 
 
Investment Income:
                                        
Dividends (Net of foreign witholding tax of $0, $45,484, $1,085, $0 and $46,569, respectively)
   $ 18,208,337     $ 3,079,598     $ 197,739     $ —     $ 21,485,674  
Interest (including securities lending income of $45,910, $72,313, $0, $0 and $118,223, respectively)
     465,974       545,998       9,062       —       1,021,034  
 
                                        
Total income
     18,674,311       3,625,596       206,801       —       22,506,708  
 
                                        
Expenses:
                                        
Management fees
     6,790,112       2,889,236       126,145       (546,890 )(a)     9,258,603  
Administrative fees
     —       227,175       159,148       (386,323 )(b)     —  
Distribution and service fees
     2,612,081       2,294,358       18,887       (395,069 )(b)     4,530,258  
Transfer agent fees
     1,405,893       921,511       32,620       (277,067 )(b)     2,082,958  
Custody and accounting fees
     212,103       6,605       3,767       38,412 (b)     260,887  
Printing fees
     90,105       133,458       17,088       (132,885 )(b)     107,766  
Registration fees
     75,006       72,501       42,188       (99,988 )(b)     89,707  
Audit fees
     47,999       28,372       45,953       (69,525 )(b)     52,799  
Legal fees
     18,533       59,796       11,229       (67,318 )(b)     22,240  
Trustee fees
     15,230       55,596       1,228       (56,824 )(b)     15,230  
Service share fees
     54,938       —       —       2 (b)     54,940  
Other
     121,636       86,957       10,338       (61,619 )(b)     157,312  
 
                                        
Total expenses
     11,443,636       6,775,565       468,591       (2,055,093 )     16,632,699  
Less — expense reductions
     (1,628,072 )     (100,912 )     (301,099 )     (63,629 )(c)     (2,093,712 )
 
                                        
Net Expenses
     9,815,564       6,674,653       167,492       (2,118,722 )     14,538,987  
 
                                        
Net Investment Income (loss)
     8,858,747       (3,049,057 )     39,309       2,118,722       7,967,721  
 
                                        
 
                                        
Realized and unrealized gain (loss) on investment and futures transactions:
                                        
Net realized gain (loss) from:
                                        
Investment transactions
     71,738,092       33,549,820       986,438       2,884       106,277,234  
Futures transactions
     (36,059 )     —       —       —       (36,059 )
Foreign currency related transactions
     —       —       (320 )     —       (320 )
Net change in unrealized gain (loss) on:
                                        
Investments
     9,763,484       (27,179,139 )     (184,021 )     —       (17,599,676 )
Futures
     137,231       —               —       137,231  
 
                                        
Net realized and unrealized gain on investment and futures transactions
     81,602,748       6,370,681       802,097       2,884       88,778,410  
 
                                        
 
                                        
Net Increase in Net Assets Resulting from Operations
   $ 90,461,495     $ 3,321,624     $ 841,406     $ 2,121,606     $ 96,746,131  
 
                                        
 
(a)   Adjustment to reduce management fee based on Structured U.S. Equity Fund rates.
 
(b)   Adjustments to reflect the anticipated adjustment as a result of consolidation of transfer agent, printing, custody and accounting and other services.
 
(c)   Adjustment to reflect increase in expense reduction based on Structured U.S. Equity Fund current expense cap and waivers.
The accompanying notes are an integral part of these pro forma financial statements.

 

 

GOLDMAN SACHS STRUCTURED U.S. EQUITY FUND
Notes to Pro Forma Financial Statements
For the Twelve Months Ended August 31, 2006 (Unaudited)
1. ORGANIZATION
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 the Goldman Sachs Structured U.S. Equity Fund (the “Fund”). The Fund is a diversified portfolio offering five classes of shares — Class A, Class B, Class C, Institutional and Service. Class A shares of the Fund are sold with a front-end sales charge of up to 5.50%. Class B shares of the Fund 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 Fund are sold with a contingent deferred sales charge of 1.00% during the first 12 months. Institutional and Service Class shares of the Fund are not subject to a sales charge.
AXA Enterprise Funds Trust(the “Enterprise Trust”) is registered under the Act as an open-end management investment company. The Enterprise Trust currently has sixteen active investment portfolios, including the Capital Appreciation Portfolio (the “Portfolio”) which offers four classes of shares—Class A, B, C, and Y.
AXA Enterprise Multimanager Funds Trust(the “Multimanager Trust”) is registered under the Act as an open-end management investment company. The Multimanager Trust currently has thirteen portfolios, including the Multimanager Core Equity (the “Multimanager Portfolio”) which offers five classes of shares—Class A, B, C, P, and Y.
2. BASIS OF COMBINATION
The unaudited pro forma Statement of Investments, Statement of Assets and Liabilities, and Statement of Operations ( “pro forma statements” ) reflect the accounts of the Fund as if the proposed reorganization occurred as of and for the twelve months ended August 31, 2006. Class A of the Portfolio and Class A and Class P of the Multimanager Portfolio will be combined with Class A of the Fund, Class B of the Portfolio and Class B of the Multimanager Portfolio will be combined with Class B of the Fund, Class C of the Portfolio and Class C of the Multimanager Portfolio will be combined with Class C of the Fund and Class Y of the Portfolio and Class Y of the Multimanager Portfolio will be combined with Institutional Class of the Fund. These pro forma statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the period shown.
The Fund will be the accounting survivor for financial reporting purposes. The Plan of Reorganization provides for a tax-free acquisition of the Portfolio and Multimanager Portfolio into the Fund. The acquisition is expected to be completed in April 2007.
3. SHARES OF BENEFICIAL INTEREST
These pro forma statements give effect to the proposed transaction whereby all assets of the Portfolio will be exchanged for shares of the Fund. The Fund will assume the liabilities, if any, of the Portfolio. Immediately thereafter, shares of the Fund will be distributed to the shareholders of the Portfolio. The Portfolio will be subsequently terminated.
The pro forma net asset value per share assumes the issuance of additional shares of the Fund, which would have been issued on August 31, 2006 in connection with the proposed reorganization. The amount of additional shares assumed to be issued under the reorganization was calculated based on the August 31, 2006 net assets of the Fund and the net asset value per share of the Fund. These amounts are summarized as follows:
                                 
    Class A
   Class B
   Class C
   Institutional
Shares Issued
     6,182,112       2,252,214       2,183,278       2,221,889  
Net Assets 08/31/2006
   $ 196,536,820     $ 67,387,928     $ 65,014,308     $ 72,167,169  
Pro Forma Net Asset Value 08/31/2006
   $ 31.79     $ 29.92     $ 29.78     $ 32.48  

 

 

4. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.
A. Investment Valuation — Investments in equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system or for investments in securities traded on a foreign securities exchange for which an independent fair value service is not available are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, such securities are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/dealer-supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other than those that are exchange traded) are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed not to reflect market value by the Investment Adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.
B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified-cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted. In addition, it is the Fund’s policy to accrue for estimated capital gains taxes on foreign securities held by the Fund, which are subject to taxes. 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 Fund 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 Fund of the Trust are allocated to the Fund on a straight-line and/or pro-rata basis depending upon the nature of the expense.
     Class A, Class B and Class C shareholders of the Fund bear all expenses and fees relating to its respective Distribution and Service Plans. Service Shares bear all expenses and fees relating to its Service and Shareholder Administration Plans. Each class of shares separately bears its respective class-specific Transfer Agency fees.
D. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income distributions and capital gains distributions, if any, are declared and paid annually.
     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from tax return of capital.
     In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, an 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.
     The Fund had capital loss carryforwards as of its most recent fiscal year ended August 31, 2006. The year and amount of expiration for each capital loss carryforward is indicated below in (000):
                 
    The Portfolio and the Multi    
Capital Loss Carryforward*
   Manager Portfolio
   Structured U.S. Equity Fund
Expiring 2009
   $ 3,326     $ —  
Expiring 2010
     25,282       21,317,839  
Expiring 2011
     —       —  
 
Total
   $ 28,608     $ 21,317,839  
 
*   Expiration occurs on August 31 of the year indicated. As a consequence of the reorganization, utilization of these losses may be limited under the Internal Revenue Code.

2

 

E. Futures Contracts — The Funds may enter into futures transactions to hedge against changes in interest rates, securities prices, currency exchange rates or to seek to increase total return. Futures contracts are valued at the last settlement price or in the absence of a sale, the last bid price, at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Funds are required to deposit with a broker or the Funds’ custodian bank on behalf of the broker an amount of cash or securities equal to the minimum ‘‘initial margin’’ requirement of the associated futures exchange. Subsequent payments for futures contracts (‘‘variation margin’’) are paid or received by the Funds, dependant on the fluctuations in the value of the contracts, and are recorded for financial reporting purposes as unrealized gains or losses. When contracts are closed, the Funds realize a gain or loss which is reported in the Statement of Operations.
The use of futures contracts involve, to varying degrees, elements of market and counterparty risk which may exceed the amounts recognized in the Statement of Assets and Liabilities. Changes in the value of a futures contract may not directly correlate with changes in the value of the underlying securities. The risk may decrease the effectiveness of the Funds’ strategies and potentially result in a loss.
F. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to exceed the value of the repurchase agreement, including accrued interest. If the seller defaults or becomes insolvent, realization of the collateral by the Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.
     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, transfers uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.
G. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate or physically move liquid assets, on the books of its custodian or to respective counterparties, with a current value equal to or greater than the market value of the corresponding transactions.
H. Commission Recapture — The Fund may direct portfolio trades, subject to obtaining best execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to the Fund as cash payments and are included in the net realized gain (loss) on investments in the Statements of Operations.
5. AGREEMENTS
GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees. As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, equally to an annual percentage rate of the Fund’s average daily net assets.
     The Investment Adviser has entered into a fee reduction commitment for the Fund which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of December 29, 2005 to achieve the rates listed below:
         
Average Daily Net Assets
  
 Annual Rate
First $1 Billion
     0.65 %
Next $1 Billion
     0.59 %
Over $2 Billion
     0.56 %
 

3

 

     Additionally, effective December 29, 2005, GSAM has voluntarily agreed to waive a portion of its Management fees equal to 0.14% based on the average daily net assets of the Fund.
     GSAM has voluntarily agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Distribution and Service fees, Transfer Agency fees and expenses, Service Shares fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.004% of the average daily net assets of the Fund. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any.
     The Trust, on behalf of the 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, to 0.25%, 0.75% and 0.75% of the Fund’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 the Fund’s average daily net assets attributable to Class B and Class C Shares.
     Goldman Sachs serves as Distributor of the shares of the Fund pursuant to a Distribution Agreement. Goldman Sachs may retain a portion of the Class A sales load and Class B and Class C contingent deferred sales charges. For the twelve months ended August 31, 2006, Goldman Sachs advised the Fund that it retained approximately $56,400, $0, and $0 for Class A, Class B, and Class C Shares, respectively.
     Goldman Sachs also serves as Transfer Agent of the Fund for a fee. Fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate as follows: 0.19% of the average daily net assets for Class A, B and Class C shares and 0.04% of the average daily net assets for Institutional and Service Shares.
     The Trust, on behalf of the Fund, 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 its 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.
     For the twelve months ended August 31, 2006, GSAM has voluntarily agreed to reimburse certain expenses. In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. Goldman Sachs, as Transfer Agent, voluntarily made a payment to the Fund related to certain earnings credits that reduce transfer agent fees. The Fund’s expense reductions were approximately, $1,048,000, $538,000, and $15,000 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively. The Portfolio’s expense reductions were approximately, $0, $101,000, and $0 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively. The Multi manager Portfolio’s expense reductions were approximately, $298,000, $3,000, and $0 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively.
     At August 31, 2006, amounts owed to affiliates by the Fund were approximately $589,000, $225,000, and $137,000 for Management, Distribution and Service, and Transfer Agent fees, respectively. Amounts owed to affiliates by the Portfolio were approximately $241,000, $35,000, and $0 for Management, Distribution and Service, and Transfer Agent fees, respectively. Amounts owed to affiliates by the Multi Manager Portfolio were approximately $30,000, $0, and $0 for Management, Distribution and Service, and Transfer Agent fees, respectively.
6. SECURITIES LENDING
Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs and affiliates. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. The market value of the loaned securities is determined at the close of business of the Fund, at their last sale price or official closing price on the principal exchange or system on which they are traded, and any additional required collateral is delivered to the Fund on the next business day. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.

4

 

     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the twelve months ended August 31, 2006, is reported parenthetically on the Statement of Operations. For the twelve months ended August 31, 2006, BGA earned $7,169 in fees as securities lending agent. A portion of this amount, $2,714, represents compensation earned by the Fund from lending its securities to Goldman Sachs. At August 31, 2006, the Fund loaned securities having a market value of $54,679,277 collateralized by cash in the amount of $55,463,875. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

5

 

Pro Forma Combined Statement of Investments for the Goldman Sachs Tollkeeper Fund and AXA MM Enterprise Technology Fund
June 30, 2006 (Unaudited)
                                                                 
Shares   Description   Value
 
 
        AXA MM                               AXA MM            
GS Tollkeeper   Enterprise           Pro Forma       GS Tollkeeper   Enterprise           Pro Forma
Fund   Technology Fund     Adjustments   Combined Fund       Fund   Technology Fund   Adjustments   Combined Fund
 
 
                               
Common Stocks - 99.2%
                                
                               
Audio Technology - 2.2%
                                
  321,845       —       —       321,845    
Dolby Laboratories, Inc. *
   $ 7,498,988     $ —     $ —     $ 7,498,988  
                                     
   
                               
Biotechnology - 0.2%
                                
  —       6,660       —       6,660    
Celgene Corp. *
     —       315,884       —       315,884  
  —       3,660       —       3,660    
Gilead Sciences *
     —       216,526       —       216,526  
                                     
                               
 
     —       532,409       —       532,409  
                                     
                               
Broadcasting & Cable/Satellite TV - 2.1%
                                
  483,365       —       —       483,365    
XM Satellite Radio Holdings, Inc. *
     7,081,297                       7,081,297  
                                     
   
                               
Commercial Services - 6.2%
                                
  —       11,800       —       11,800    
Accenture Ltd. Bermuda
     —       334,176       —       334,176  
  —       7,850       —       7,850    
Automatic Data Processing
     —       355,998       —       355,998  
  —       8,700       —       8,700    
BISYS Group *
     —       119,190       —       119,190  
  —       5,450       —       5,450    
Check Free Corp. *
     —       270,102       —       270,102  
  —       6,540       —       6,540    
Cognizant Technologies *
     —       440,600       —       440,600  
  —       6,230       —       6,230    
DST Systems, Inc. *
     —       370,685       —       370,685  
  —       11,300       —       11,300    
First Data Corp.
     —       508,952       —       508,952  
  183,300       4,100       —       187,400    
Iron Mountain, Inc. *
     6,851,754       153,258       —       7,005,012  
  —       15,914       —       15,914    
Identix, Inc.
     —       111,239       —       111,239  
  —       3,750       —       3,750    
Manpower, Inc.
     —       242,250       —       242,250  
  —       38,300       —       38,300    
Monster Worldwide *
     —       1,633,878       —       1,633,878  
  184,970       —       —       184,970    
The McGraw-Hill Companies, Inc.
     9,291,043       —       —       9,291,043  
                                     
                               
 
     16,142,797       4,540,327       —       20,683,124  
                                     
                               
Computer Hardware - 6.1%
                                
  —       21,400       —       21,400    
Apple Computer Co., Inc. *
     —       1,222,368       —       1,222,368  
  181,345       —       —       181,345    
Avocent Corp. *
     4,760,306       —       —       4,760,306  
  —       4,600       —       4,600    
Dell, Inc. *
     —       112,286       —       112,286  
  924,760       121,405       —       1,046,165    
EMC Corp. *
     10,144,617       1,331,813       —       11,476,430  
  —       19,950       —       19,950    
Hewlett-Packard
     —       632,016       —       632,016  
  —       13,160       —       13,160    
Network Appliance, Inc. *
     —       464,548       —       464,548  
  —       32,920       —       32,920    
Qlogic Corp. *
     —       567,541       —       567,541  
  —       24,976       —       24,976    
Seagate Technology
     —       565,457       —       565,457  
  —       87,700       —       87,700    
Sun Microsystems *
     —       363,955       —       363,955  
  —       10,600       —       10,600    
Western Digital Corp. *
     —       209,986       —       209,986  
                                     
                               
 
     14,904,923       5,469,970       —       20,374,893  
                                     
                               
Computer Services - 5.5%
                                
  149,020       —       —       149,020    
CheckFree Corp. *
     7,385,431       —       —       7,385,431  
  243,890       —       —       243,890    
First Data Corp.
     10,984,806       —       —       10,984,806  
                                     
                               
 
     18,370,237       —       —       18,370,237  
                                     
                               
Computer Software - 19.9%
                                
  1,037,880       12,300       —       1,050,180    
Activision, Inc. *
     11,811,074       139,974       —       11,951,048  
  —       33,033       —       33,033    
Adobe Systems, Inc. *
     —       1,002,882       —       1,002,882  
  —       36,171       —       36,171    
Amdocs *
     —       1,323,859       —       1,323,859  
  —       17,680       —       17,680    
Autodesk, Inc. *
     —       609,253       —       609,253  
  —       6,820       —       6,820    
Citrix Systems *
     —       273,755       —       273,755  
  180,405       —       —       180,405    
Cogent, Inc. * (a)
     2,718,703       —       —       2,718,703  
  147,370       6,420       —       153,790    
Cognos, Inc. *
     4,192,677       182,649       —       4,375,326  
  —       7,400       —       7,400    
Compuware Corp. *
     —       49,580       —       49,580  
  267,513       7,900       —       275,413    
Electronic Arts, Inc. *
     11,513,760       340,016       —       11,853,776  
  —       11,860       —       11,860    
Mercury Interactive
     —       414,744       —       414,744  
  439,340       132,670       —       572,010    
Microsoft Corp.
     10,236,622       3,091,211       —       13,327,833  
  158,470       15,800       —       174,270    
NAVTEQ *
     7,080,440       705,944       —       7,786,384  
  —       101,360       —       101,360    
Oracle Corp. *
     —       1,468,706       —       1,468,706  
  —       23,130       —       23,130    
Red Hat *
     —       541,242       —       541,242  
  269,981       5,940       —       275,921    
Salesforce.com, Inc. *
     7,197,693       158,360       —       7,356,053  
  —       11,900       —       11,900    
Shanda Interactive *
     —       154,224       —       154,224  
  —       65,460       —       65,460    
Symantec *
     —       1,017,248       —       1,017,248  
  —       170,000       —       170,000    
Tencent Holding Ltd.
     —       356,766       —       356,766  
  —       30,500       —       30,500    
Tibco Software, Inc. *
     —       215,025       —       215,025  
                                     
                               
 
     54,750,969       12,045,438       —       66,796,407  
                                     
                               
Diversified Telecommunications - 0.1%
                                
  —       33,600       —       33,600    
Qwest Communications International *
     —       271,824       —       271,824  
                                     
   
                               
Electrical Equipment - 0.2%
                                
  —       4,580       —       4,580    
Energy Conversion Devices *
     —       166,849       —       166,849  
  —       22,400       —       22,400    
Evergreen Solar, Inc. *
     —       290,752       —       290,752  
  —       4,660       —       4,660    
Suntech Power Holdings *
     —       131,645       —       131,645  
                                     
                               
 
     —       589,246       —       589,246  
                                     
                               
Electronic Equipment and Instruments - 0.8%
                                
  —       200       —       200    
Agilent Technologies, Inc. *
     —       6,312       —       6,312  
  —       64,315       —       64,315    
Flextronics *
     —       683,025       —       683,025  
  —       64,206       —       64,206    
Hon Hai Precision
     —       396,615       —       396,615  
  —       8,600       —       8,600    
Jabil Circuit Inc.
     —       220,160       —       220,160  
  —       3,000       —       3,000    
Matsushita Electronic
     —       63,378       —       63,378  
  —       1,700       —       1,700    
Nintendo
     —       285,527       —       285,527  
  —       838       —       838    
Samsung Electronics KRW
     —       532,638       —       532,638  
  —       10,973       —       10,973    
Soitec
     —       324,528       —       324,528  
  —       2,000       —       2,000    
Sony Corp.
     —       88,352       —       88,352  
                                     
                               
 
     —       2,600,535       —       2,600,535  
                                     
                               
Energy Equipment & Services - 0.2%
                                
  —       700       —       700    
Baker Hughes, Inc.
     —       57,295       —       57,295  
  —       1,120       —       1,120    
Cameron International *
     —       53,502       —       53,502  
  —       940       —       940    
Diamond Offshore Drilling
     —       78,894       —       78,894  
  —       650       —       650    
Halliburton Co.
     —       48,237       —       48,237  
  —       950       —       950    
National Oilwell Varco *
     —       60,154       —       60,154  
  —       2,200       —       2,200    
Schlumberger
     —       143,242       —       143,242  
  —       1,260       —       1,260    
Weatherford International *
     —       62,521       —       62,521  
                                     
                               
 
     —       503,845       —       503,845  
                                     
                               
Health Care Equipment & Supplies - 0.0%
                                
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                 
Shares   Description   Value
 
 
        AXA MM                               AXA MM            
GS Tollkeeper   Enterprise           Pro Forma       GS Tollkeeper   Enterprise           Pro Forma
Fund   Technology Fund     Adjustments   Combined Fund       Fund   Technology Fund   Adjustments   Combined Fund
 
 
  —       1,450       —       1,450    
Conor Medsystems, Inc. *
   $ —     $ 40,006     $ —     $ 40,006  
                                     
   
                               
Health Care Technology - 0.2%
                                
  —       8,610       —       8,610    
Cerner Corp. *
             319,517               319,517  
  —       18,400       —       18,400    
Emdeon Corp. *
             228,344               228,344  
                                     
                               
 
     —       547,861       —       547,861  
                                     
                               
Hotels Restaurants & Leisure - 0.1%
                                
  —       4,470       —       4,470    
Ctrip.com International
     —       228,194       —       228,194  
                                     
   
                               
Household Durables - 0.1%
                                
  —       2,300       —       2,300    
Garmin
     —       242,512       —       242,512  
                                     
   
                               
Internet & Online - 12.2%
                                
  296,960       —       —       296,960    
CNET Networks, Inc. *
     2,369,741       —       —       2,369,741  
  —       20,340       —       20,340    
EBay, Inc. *
     —       595,759       —       595,759  
  33,560       5,385       —       38,945    
Google, Inc. *
     14,072,715       2,258,092       —       16,330,807  
  —       11,200       —       11,200    
Netease.com, Inc. * ADR
     —       250,096       —       250,096  
  213,810       —       —       213,810    
Netflix, Inc. * (a)
     5,817,770       —       —       5,817,770  
  —       1,150       —       1,150    
Sina Corp. *
     —       28,727       —       28,727  
  —       58,405       —       58,405    
Verisign *
     —       1,353,244       —       1,353,244  
  375,340       59,750       —       435,090    
Yahoo, Inc. *
     12,386,220       1,971,750       —       14,357,970  
  —       1       —       1    
Yahoo Japan
     —       530       —       530  
                                     
                               
 
     34,646,446       6,458,198       —       41,104,644  
                                     
                               
Media - 0.1%
                                
  —       3,950       —       3,950    
DreamWorks Animation *
     —       90,455       —       90,455  
  —       610       —       610    
Focus Media Holdings * ADR
     —       39,748       —       39,748  
  —       8,700       —       8,700    
XM Satellite Radio Holdings *
     —       127,455       —       127,455  
                                     
                               
 
     —       257,658       —       257,658  
                                     
                               
Movies and Entertainment - 1.0%
                                
  97,970       —       —       97,970    
Viacom, Inc. Class B *
     3,511,245       —       —       3,511,245  
                                     
 
                               
Networking/Telecommunications Equipment - 8.6%
                                
  —       13,800       —       13,800    
Arris Group, Inc. *
     —       181,056       —       181,056  
  522,340       93,190       —       615,530    
Cisco Systems, Inc. *
     10,201,300       1,820,001       —       12,021,301  
  —       23,630       —       23,630    
Comverse Technology, Inc. *
     —       467,165       —       467,165  
  —       97,510       —       97,510    
Corning, Inc. *
     —       2,358,767       —       2,358,767  
  —       19,300       —       19,300    
Motorola, Inc.
     —       388,895       —       388,895  
  —       54,200       —       54,200    
Nokia Corp. ADR
     —       1,098,092       —       1,098,092  
  —       9,200       —       9,200    
Polycom, Inc. *
     —       201,664       —       201,664  
  170,820       1,490       —       172,310    
Research In Motion Ltd. *
     11,918,112       103,957       —       12,022,069  
  —       40,900       —       40,900    
Sonus Networks, Inc. *
     —       202,455       —       202,455  
                                     
                               
 
     22,119,412       6,822,052       —       28,941,464  
                                     
                               
Oil, Gas & Consumable Fuels - 0.0%
                                
  —       1,260       —       1,260    
Valero Energy Corp.
     —       83,815       —       83,815  
                                     
   
                               
Publishing - 3.1%
                                
  192,730       —       —       192,730    
Lamar Advertising Co. *
     10,380,438       —       —       10,380,438  
                                     
   
                               
Semi-Capital - 8.0%
                                
  293,120       —       —       293,120    
Form Factor, Inc. *
     13,081,946       —       —       13,081,946  
  504,550       —       —       504,550    
Tessera Technologies, Inc. *
     13,875,125       —       —       13,875,125  
                                     
                               
 
     26,957,071       —       —       26,957,071  
                                     
                               
Semiconductors - 14.5%
                                
  —       50,441       —       50,441    
Altera Corp. *
     —       885,240       —       885,240  
  —       90,100       —       90,100    
Applied Materials
     —       1,466,828       —       1,466,828  
  —       67,010       —       67,010    
ASML Holding *
     —       1,354,942       —       1,354,942  
  —       3,592       —       3,592    
Broadcom Corp. * Class A
     —       107,940       —       107,940  
  390,280       —       —       390,280    
Linear Technology Corp.
     13,070,477       —       —       13,070,477  
  —       373,000       (373,000 )     —    
Chartered Semiconductor
     —       318,430       (318,430 )     —  
  —       11,700       —       11,700    
Cypress Semiconductor *
     —       170,118       —       170,118  
  —       1,300       —       1,300    
Elpida Memory, Inc.
     —       48,900       —       48,900  
  —       6,730       —       6,730    
Fairchild Semiconductor *
     —       122,284       —       122,284  
  —       27,200       —       27,200    
Integrated Device *
     —       385,696       —       385,696  
  —       110,230       —       110,230    
Intel Corp. *
     —       2,088,859       —       2,088,859  
  —       7,400       —       7,400    
International Rectifier *
     —       289,192       —       289,192  
  —       9,100       —       9,100    
KLA Tencar Corp.
     —       378,287       —       378,287  
  —       11,250       —       11,250    
Lam Research Corp. *
     —       524,475       —       524,475  
  126,430       26,720       —       153,150    
Marvell Technology Group Ltd. *
     5,604,642       1,184,498       —       6,789,140  
  —       3,900       —       3,900    
Memc Electronics *
     —       146,250       —       146,250  
  —       21,800       —       21,800    
Micron Technologies, Inc.
     —       328,308       —       328,308  
  —       19,400       —       19,400    
National Semiconductor
     —       462,690       —       462,690  
  —       27,000       —       27,000    
PMC Sierra, Inc. *
     —       253,800       —       253,800  
  233,780       33,365       —       267,145    
QUALCOMM, Inc.
     9,367,565       1,336,936       —       10,704,501  
  —       2,874       —       2,874    
Samsung Electronics GDR
     —       913,367       —       913,367  
  —       147,109       —       147,109    
Taiwan Semiconductor
     —       1,350,461       —       1,350,461  
  —       24,275       —       24,275    
Texas Instruments
     —       735,290       —       735,290  
  —       8,300       —       8,300    
Trident Microsystems, Inc. *
     —       157,533       —       157,533  
  240,160       25,829       —       265,989    
Xilinx, Inc. (a)
     5,439,624       585,027       —       6,024,651  
                                     
                               
 
     33,482,308       15,595,350       (318,430 )     48,759,228  
                                     
                               
Telecommunications - 7.9%
                                
  403,310       40       —       403,350    
American Tower Corp.
     12,551,007       1,245       —       12,552,252  
  —       18,210       —       18,210    
China Mobile Ltd. ADR
     —       520,987       —       520,987  
  —       69,630       —       69,630    
Ciena Corp.
     —       334,920       —       334,920  
  110,931       —       —       110,931    
Crown Castle International Corp. *
     3,831,557       —       —       3,831,557  
  272,290       —       —       272,290    
NeuStar, Inc. *
     9,189,787       —       —       9,189,787  
  —       3,410       —       3,410    
NII Holdings, Inc. * Class B
     —       192,256       —       192,256  
                                     
                               
 
     25,572,351       1,049,408       —       26,621,759  
                                     
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                   
Shares   Description     Value
 
 
        AXA MM                                 AXA MM            
GS Tollkeeper   Enterprise           Pro Forma         GS Tollkeeper   Enterprise           Pro Forma
Fund   Technology Fund   Adjustments   Combined Fund         Fund   Technology Fund   Adjustments   Combined Fund
 
 
                               
TOTAL COMMON STOCKS
(Cost $256,116,502, $58,044,735, $0 and
$314,161,237, respectively)
     $ 275,418,482     $ 57,878,648     $ (318,430 )   $ 332,978,700  
                                       
                               
Warrants - 0.1%
Expiration Month                                
          2,900               2,900    
Hon Hai Precision Warrants
 11/17/2010       —     17,914       —       17,914  
          45,990               45,990    
Merrill Lynch Warrants
 2/19/2009       —     30,183       —       30,183  
          5,500               5,500    
Merrill Lynch Warrants
 2/8/2011       —     129,444       —       129,444  
          2,125               2,125    
MSDW Asia Securities Warrants
 9/12/2009       —     80,162       —       80,162  
                               
 
                                  
                               
TOTAL WARRANTS
(Cost $0, $228,867, $0 and $228,867,
respectively)
     $ —     $ 257,703     $ —     $ 257,703  
                                       
 
        Principal Amount                  
Interest Rate           Maturity Date
     Value
 
 
                               
Time Deposits - 0.6%
                                  
    —     2,014,974               2,014,974    
JP Morgan Chase Nassau
               2,014,974       —       2,014,974  
                                       
                               
 
                                  
                               
TOTAL Time Deposits
(Cost $0, $2,014,974, $0 and $2,014,974, respectively)
     $ —     $ 2,014,974     $ —     $ 2,014,974  
                                       
                               
Options Purchased - 0.1%
                                  
                               
 
                                  
                               
Call Options
Hewlett Packard Co.
January-07 @ 25.00
                                  
                          290    
Cost ($138,892)
       —       229,100               229,100  
                                       
                               
 
                                  
                               
TOTAL INVESTMENTS BEFORE SECURITIES
LENDING COLLATERAL
(Cost $256,116,502, $60,288,576, $0 and
$316,405,078, respectively)
     $ 275,418,482     $ 60,380,425     $ (318,430 )   $ 335,480,477  
                                       
                               
 
                                  
        Shares                  
Description
     Value
 
 
                               
Securities Lending Collateral - 3.7%
                                  
  12,537,250       —       —       12,537,250    
Boston Global Investment Trust — Enhanced Portfolio
       12,537,250       —       —       12,537,250  
                               
TOTAL SECURITIES LENDING COLLATERAL
(Cost $12,537,250, $0, $0 and $12,537,250, respectively)
     $ 12,537,250     $ —     $ —     $ 12,537,250  
                                       
                               
 
                                  
                               
TOTAL INVESTMENTS
(Cost $268,653,752, $60,288,572, $0 and $328,942,328, respectively - 103.7%
     $ 287,955,732     $ 60,380,425     $ (318,430 )   $ 348,017,727  
                                       
                               
 
                                  
                               
LIABILITIES IN EXCESS OF OTHER ASSETS - -3.7%
       (13,092,623 )     490,180       318,430       (12,284,013 )
                               
 
                                  
                               
NET ASSETS - 100.0%
     $ 274,863,109     $ 60,870,605             $ 335,733,714  
                                       
ADR — American Depository Receipt
GDR — Global Depository Receipt L.C.
* Non-income producing security
(a) All or portion of the security is on loan.
The accompanying notes are an integral part of these pro forma financial statements.

 

 

 
ADDITIONAL INVESTMENT INFORMATION
 
WRITTEN OPTIONS      For the 12 months ended June 30, 2006, the Fund had the following written option as follows:
                                   
Call Options   Exercise Rate     Number of
Contracts		     Expiration Month     Value  
 
CTRIP.COM   $ 55       (22 )     September 2006     $ (5,940 )  
 
(Premium Received $5,944)                           $ (5,940 )  
 

 

Pro Forma Combined Statement of Assets and Liabilities
For the Goldman Sachs Tollkeeper Fund and the AXA Multimanager Technology Fund
June 30, 2006 (Unaudited)
                                 
            AXA            
            Multimanager            
    Goldman Sachs   Technology           Pro Forma
    Tollkeeper Fund   Fund   Adjustments   Combined Fund
 
  
 
 
 
Assets:
                                
Investments in securities, at value (identified cost $256,116,502, $58,412,494, $0 and $314,528,996, respectively) — (including $12,200,250 $0, $0, and $12,200,250 of securities on loan, respectively)
   $ 275,418,482     $ 58,365,451     $ (318,430 )(a)   $ 333,465,503  
Investments in short term securities, at value (cost $0, $2,014,974, $0 and $2,014,974 respectively)
     —       2,014,974       —       2,014,974  
Securities Lending collateral, at value (cost $12,537,250, $0, $0, and $$12,537,250, respectively)
     12,537,250       —       —       12,537,250  
Cash
     154,638       56,286       —       210,924  
Foreign Currencies, at value (cost $0, $49,199, $0 and $49,199, respectively)
             49,132       —       49,132  
Receivables:
                                
Investment securities sold, at value
     481,522       879,537       318,430 (a)     1,679,489  
Unrealized appreciation on foreign exchange
     —       252       —       252  
Fund shares sold
     114,088       —       —       114,088  
Dividends and interest, at value
     14,633       58,614       —       73,247  
Reimbursement from adviser
     23,752       —       —       23,752  
Securities lending income
     21,194       —       —       21,194  
Other assets
     2,831       253,363       —       2,831  
 
                                
Total assets
     288,768,390       61,677,609       —       350,192,636  
 
                                
 
                                
Liabilities:
                                
Payables:
                                
Investment securities purchased
     —       540,112       —       540,112  
Payable upon return of securities loaned
     12,537,250       —       —       12,537,250  
Fund shares repurchased
     784,786       58,268       —       843,054  
Amounts owed to affiliates
     413,994       —       —       413,994  
Short positions, at value
     —       5,940       —       5,940  
Accrued expenses
     169,251       202,684       —       118,572  
 
                                
Total liabilities
     13,905,281       807,004       —       14,458,922  
 
                                
 
                                
Net Assets:
                                
Paid-in capital
     1,661,638,419       319,909,229       —       1,981,547,648  
Accumulated undistributed net investment income (loss)
     (2,411,719 )     (790,548 )     —       (3,202,267 )
Accumulated net realized gain (loss) on investments
     (1,403,665,571 )     (258,200,772 )     26,178 (a)     (1,661,840,165 )
Net unrealized gain on investments
     19,301,980       (47,304 )     (26,178 )(a)     19,228,498  
 
                                
Net Assets
   $ 274,863,109     $ 60,870,605     $ —     $ 335,733,714  
 
                                
 
                                
 
Net Assets:
                                
Class A
   $ 112,256,248     $ 22,226,360     $ 1,085,734     $ 135,568,342  
Class B
     99,294,721       24,796,314       —       124,091,035  
Class C
     52,030,348       6,796,586       —       58,826,934  
Institutional/Class Y
     11,094,538       5,965,611       —       17,060,149  
Service/Class P
     187,254       1,085,734       (1,085,734 )     187,254  
 
Shares Outstanding:
                                
Class A
     14,216,975       2,363,504       451,409 (b)   $ 17,031,888  
Class B
     13,233,652       2,715,862       588,904 (b)     16,538,418  
Class C
     6,939,386       744,541       161,933 (b)     7,845,860  
Institutional/Class Y
     1,366,790       626,813       108,120 (b)     2,101,723  
Service/Class P
     23,812       114,948       23,118 (b)     161,878  
 
Total shares outstanding, $0.001 par value (unlimited number of shares authorized)
     35,780,615       6,565,668       1,333,484 (b)     43,679,767  
 
Net assets value, offering and redemption price per share:(c)
                                
Class A
   $ 7.90       9.40     $ —     $ 7.90  
Class B
     7.50       9.13       —       7.50  
Class C
     7.50       9.13       —       7.50  
Institutional/Class Y
     8.12       9.52       —       8.12  
Service/Class P
     7.86       9.45       —       7.86  
 
(a)   Adjustment to reflect proceeds on investments that do not meet GS Tollkeeper Fund’s investment criteria and are assumed to be sold at 6/30/06.
 
(b)   Adjustment to reflect reduction of shares based on Structured U.S. Equity Fund’s NAV.
 
(c)   Maximum public offering price per share for Class A Shares is $8.36, $9.87, $0 and $8.36 for the GS Tollkeeper fund, the AXA Multimanager Technology fund, 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 pro forma financial statements.

 

 

Pro Forma Combined Statement of Operations
For the Goldman Sachs Tollkeeper Fund and the AXA Multimanager Technology Fund
For the year ended June 30, 2006 (Unaudited)
                                 
            AXA            
            Multimanager            
    Goldman Sachs   Technology           Pro Forma
    Tollkeeper Fund   Fund   Adjustments   Combined Fund
 
  
 
 
 
Investment Income:
                                
Dividends (Net of foreign withholding tax of $0, $$4,023, $0 and $$4,023, respectively)
  $ 986,245     $ 298,891     $ —     $ 1,285,136  
Interest (including securities lending income of $50,616, $0, $0 and $50,616, respectively)
     233,139       119,700       —       352,839  
 
                                
Total income
     1,219,384       418,591       —       1,637,975  
 
                                
Expenses:
                                
Management fees
     3,259,134       845,480       (195,274 )(a)     3,909,340  
Administrative fees
     —       238,524       (238,524 )(b)     —  
Distribution and service fees
     2,190,773       453,594       (45,170 )(b)     2,599,198  
Transfer agent fees
     603,108       420,006       (306,082 )(b)     717,032  
Custody and accounting fees
     112,989       64,939       (51,380 )(b)     126,548  
Printing fees
     72,593       31,732       (24,472 )(b)     79,853  
Registration fees
     80,498       39,078       (31,028 )(b)     88,548  
Audit fees
     30,838       51,676       (48,592 )(b)     33,922  
Legal fees
     22,986       34,646       (30,049 )(b)     27,583  
Trustee fees
     15,868       13,962       (13,962 )(b)     15,868  
Service share fees
     659       —       —       659  
Other
     52,284       71,158       (63,315 )(b)     60,127  
 
                                
Total expenses
     6,441,730       2,264,795       (1,047,848 )     7,658,677  
Less — expense reductions
     (182,182 )     (893,998 )     489,392 (c)(d)     (586,788 )
 
                                
Net Expenses
     6,259,548       1,370,797       (558,456 )     7,071,889  
 
                                
Net Investment Income (loss)
     (5,040,164 )     (952,206 )     558,456       (5,433,914 )
 
                                
 
                                
Realized and unrealized gain (loss) on investment and futures transactions:
                                
Net realized gain (loss) from:
                                
Investment transactions
     7,580,604       12,630,092       213,913 (d)(e)     20,398,431  
Options Written
     —       363,855       —       363,855  
Foreign currency related transactions
     —       (21,382 )     —       (21,382 )
Net change in unrealized gain (loss) on:
                                
Investments
     4,722,429       (2,612,247 )     —       2,110,182  
Options Written
     —       84,156       (26,178 )(e)     84,156  
Foreign currency related transactions
     —       (21 )     —       (21 )
 
                                
Net realized and unrealized gain on investment and futures transactions
     12,303,033       10,444,453       187,735       22,935,221  
 
                                
 
                                
Net Increase in Net Assets Resulting from Operations
   $ 7,260,160     $ 9,492,247     $ 746,190     $ 17,096,769  
 
                                
 
(a)   Adjustment to reduce management fee based on GS Tollkeeper Fund rates.
 
(b)   Adjustments to reflect the anticipated adjustment as a result of consolidation of transfer agent, printing, custody and accounting and other services.
 
(c)   Adjustment to reflect decrease in expense reduction based on GS Tollkeeper Fund current expense cap and waivers.
 
(d)   Adjustment reflects the difference in accounting treatment for Commission Recapture at June 30, 2006.
 
(e)   Adjustment to reflect proceeds on investments that do not meet GS Tollkeeper Fund's investment criteria and are assumed to be sold at 6/30/06.
The accompanying notes are an integral part of these pro forma financial statements.

 

 

GOLDMAN SACHS TOLLKEEPER FUND
Notes to Pro Forma Financial Statements
For the Twelve Months Ended June 30, 2006 (Unaudited)
1. ORGANIZATION
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 the Goldman Sachs Growth and Income Fund (the “Fund”). The Fund is a diversified portfolio offering five classes of shares — Class A, Class B, Class C, Institutional and Service. Class A shares of the Fund are sold with a front-end sales charge of up to 5.50%. Class B shares of the Fund 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 Fund are sold with a contingent deferred sales charge of 1.00% during the first 12 months. Institutional and Service Class shares of the Fund are not subject to a sales charge.
AXA Enterprise Multimanager Funds Trust (the “Multimanager Trust”) is registered under the Act as an open-end management investment company. The Multimanager Funds Trust currently has thirteen portfolios, including the Multimanager Technology Portfolio (the “Portfolio”) which offers five classes of shares—Class A, B, C, P, and Y.
2. BASIS OF COMBINATION
The unaudited pro forma Statement of Investments, Statement of Assets and Liabilities, and Statement of Operations ( “pro forma statements” ) reflect the accounts of the Fund as if the proposed reorganization occurred as of and for the twelve months ended June 30, 2006. Class A of the Portfolio will be combined with Class A of the Fund, Class B of the Portfolio will be combined with Class B of the Fund, Class C of the Portfolio will be combined with Class C of the Fund, Class P of the Portfolio will be combined with Class A of the Fund and Class Y of the Portfolio will be combined with Institutional Class of the Fund. These pro forma statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the period shown.
The Fund will be the accounting survivor for financial reporting purposes. The Plan of Reorganization provides for a tax-free acquisition of the Portfolio into the Fund. The acquisition is expected to be completed in April 2007.
3. SHARES OF BENEFICIAL INTEREST
These pro forma statements give effect to the proposed transaction whereby all assets of the Portfolio will be exchanged for shares of the Fund. The Fund will assume the liabilities, if any, of the Portfolio. Immediately thereafter, shares of the Fund will be distributed to the shareholders of the Portfolio. The Portfolio will be subsequently terminated.
The pro forma net asset value per share assumes the issuance of additional shares of the Fund, which would have been issued on June 30, 2006 in connection with the proposed reorganization. The amount of additional shares assumed to be issued under the reorganization was calculated based on the June 30, 2006 net assets of the Fund and the net asset value per share of the Fund. These amounts are summarized as follows:
                                 
    Class A   Class B   Class C   Institutional
   
 
 
 
Shares Issued
     2,814,913       3,304,766       906,474       734,933  
Net Assets 06/30/2006
   $ 22,226,360     $ 24,796,314     $ 6,796,586     $ 5,965,611  
Pro Forma Net Asset Value 06/30/2006
   $ 7.90     $ 7.50     $ 7.50     $ 8.12  
4. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.

 

 

A. Investment Valuation — Investments in equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system or for investments in securities traded on a foreign securities exchange for which an independent fair value service is not available are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, such securities are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/dealer-supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other than those that are exchange traded) are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed not to reflect market value by the Investment Adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.
B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified-cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted. In addition, it is the Fund’s policy to accrue for estimated capital gains taxes on foreign securities held by the Fund, which are subject to taxes. 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 Fund 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 Fund of the Trust are allocated to the Fund on a straight-line and/or pro-rata basis depending upon the nature of the expense.
     Class A, Class B and Class C shareholders of the Fund bear all expenses and fees relating to its respective Distribution and Service Plans. Service Shares bear all expenses and fees relating to its Service and Shareholder Administration Plans. Each class of shares separately bears its respective class-specific Transfer Agency fees.
D. Federal Taxes and Distributions to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income distributions and capital gains distributions, if any, are declared and paid annually.
     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from tax return of capital.
     The Fund had capital loss carryforwards as of its most recent fiscal year ended December 31, 2005. The year and amount of expiration for each capital loss carryforward is indicated below in (000):
                 
Capital Loss Carryforward*   The Portfolio   Tollkeeper Fund
 
 
Expiring 2007
   $ 262,559     $ —  
Expiring 2008
   7,945     —  
Expiring 2009
   48,249     775,761  
Expiring 2010
   102     476,361  
Expiring 2011
     —     137,998  
Expiring 2012
     —     1,146  
 
Total
   $ 318,858     $ 1,391,266  
 
     
*   Expiration occurs on December 31 of the year indicated. As a consequence of the reorganization, utilization of these losses may be limited under the Internal Revenue Code.
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 Fund, 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 Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians

2

 

under triparty repurchase agreements.
     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, transfers uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.
F. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate or physically move liquid assets, on the books of its custodian or to respective counterparties, with a current value equal to or greater than the market value of the corresponding transactions.
G. Commission Recapture — The Fund may direct portfolio trades, subject to obtaining best execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to the Fund as cash payments and are included in the net realized gain (loss) on investments in the Statements of Operations.
5. AGREEMENTS
     GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees. As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, equally to an annual percentage rate of the Fund’s average daily net assets.
     The Investment Adviser has entered into a fee reduction commitment for the Fund which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of April 28, 2006 to achieve the rates listed below:
         
Average Daily Net Assets   Annual Rate
First $1 Billion
     1.00 %
Next $1 Billion
     0.90 %
Over $2 Billion
     0.86 %
 
     GSAM has voluntarily agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Distribution and Service fees, Transfer Agency fees and expenses, Service Shares fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.064% of the average daily net assets of the Fund. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any.
     The Trust, on behalf of the 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, to 0.25%, 0.75% and 0.75% of the Fund’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 the Fund’s average daily net assets attributable to Class B and Class C Shares.
     Goldman Sachs serves as Distributor of the shares of the Fund pursuant to a Distribution Agreement. Goldman Sachs may retain a portion of the Class A sales load and Class B and Class C contingent deferred sales charges. For the twelve months ended June 30, 2006, Goldman Sachs advised the Fund that it retained approximately $14,000, $1,900, and $200 for Class A, Class B, and Class C Shares, respectively.
     Goldman Sachs also serves as Transfer Agent of the Fund for a fee. Fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate as follows: 0.19% of the average daily net assets for Class A, B and Class C shares and

3

 

0.04% of the average daily net assets for Institutional and Service Shares.
     The Trust, on behalf of the Fund, 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 its 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.
     For the twelve months ended June 30, 2006, GSAM has voluntarily agreed to reimburse certain expenses. In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. Goldman Sachs, as Transfer Agent, voluntarily made a payment to the Fund related to certain earnings credits that reduce transfer agent fees. The Fund’s expense reductions were approximately, $0, $179,000, and $0 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively. The Portfolio’s expense reductions were approximately, $304,000, $590,000, and $0 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively.
     At June 30, 2006, amounts owed to affiliates by the Fund were approximately $225,000, $148,000, and $41,000 for Management, Distribution and Service, and Transfer Agent fees, respectively. In addition, amounts owed to affiliates by The Portfolio were approximately $0, $0, and $0 for Management, Distribution and Service, and Transfer Agent fees, respectively.
6. SECURITIES LENDING
Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs and affiliates. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. The market value of the loaned securities is determined at the close of business of the Fund, at their last sale price or official closing price on the principal exchange or system on which they are traded, and any additional required collateral is delivered to the Fund on the next business day. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the twelve months ended June 30, 2006, is reported parenthetically on the Statement of Operations. For the twelve months ended June 30, 2006, BGA earned $9,843 in fees as securities lending agent. A portion of this amount, $4,138, represents compensation earned by the Fund from lending its securities to Goldman Sachs. At June 30, 2006, the Fund loaned securities having a market value of $12,200,250 collateralized by cash in the amount of $12,537,250. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

4

 

The Enterprise Group of Funds, Inc.
AXA Enterprise Growth Fund
Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 450
Atlanta, Georgia 30326
                    , 2007
Dear Shareholder:
      On behalf of the Board of Directors of The Enterprise Group of Funds, Inc. (“Enterprise Group”), we are pleased to invite you to a special meeting of shareholders of the Enterprise Group’s AXA Enterprise Growth Fund (the “AXA Enterprise Fund”) to be held at [      a.m.] (Eastern time) on April 25, 2007 at the offices of AXA Financial, Inc. (“AXA Financial”), 1290 Avenue of the Americas, New York, New York 10104 (the “Special Meeting”). At the Special Meeting, you will be asked to approve an Agreement and Plan of Reorganization, dated as of January     , 2007 (the “Reorganization Agreement”), by and between Enterprise Group and the Goldman Sachs Trust (“GST”), which contemplates the reorganization of the Class A, B, C and Y Shares of the AXA Enterprise Fund into the corresponding fund and share class of GST (the “GST Fund”) shown below.
       
AXA Enterprise Growth Fund
   Goldman Sachs Capital Growth Fund†
 
Class A Shares
     Class A Shares
 
Class B Shares
     Class B Shares
 
Class C Shares
     Class C Shares
 
Class Y Shares
     Institutional Shares
 
† It is also proposed that the AXA Enterprise Large Cap Growth Fund, a series of the AXA Enterprise Funds Trust, be reorganized into the Goldman Sachs Capital Growth Fund. A separate combined proxy statement/ prospectus is being mailed to the AXA Enterprise Large Cap Growth Fund shareholders.
Enterprise Group’s Directors recommend that you vote to approve the proposed reorganization.
      In considering these matters, you should note:
•  Similar Investment Objectives and Policies
      The AXA Enterprise Fund is proposed to be reorganized into the GST Fund, which has an investment objective and policies that are similar to those of the AXA Enterprise Fund.
•  Same Aggregate Value of Shares
      The GST Fund shares you receive in the reorganization will have the same total dollar value as the total dollar value of the AXA Enterprise Fund shares that you held immediately prior to the reorganization. Your receipt of those GST Fund shares is intended to be tax-free under the federal tax law (although there can be no assurances that the Internal Revenue Service will not adopt a contrary position), and no front-end or contingent deferred sales charges will be charged as a result of the exchange.
•  Reasons for the Reorganization
      At a meeting held on October 23, 2006, AXA Financial, Inc. and Enterprise Capital Management, Inc. (“AXA”), the investment adviser to the AXA Enterprise Fund, informed the Board of Directors of the Enterprise Group (the “Enterprise Group Directors”) that AXA had entered into an agreement with Goldman Sachs Asset Management, L.P. (“GSAM”) under which GSAM would acquire certain assets associated with AXA’s retail mutual fund business. AXA also noted that, as part of this transaction, it was contemplated that the AXA

 

Enterprise Fund would reorganize into a corresponding series of GST. AXA stated its belief that the reorganization of the AXA Enterprise Fund into the corresponding GST Fund is in the best interests of shareholders of the AXA Enterprise Fund and recommended that the Enterprise Group Directors approve the proposed reorganization. After reviewing and considering, with the assistance of the independent legal counsel, a number of factors relating to GST, the GST Fund, GSAM and Goldman, Sachs & Co., the Enterprise Group Directors determined that the reorganization of the AXA Enterprise Fund into the GST Fund is in the best interest of the shareholders of the AXA Enterprise Fund.
      To see how the reorganization will affect the AXA Enterprise Fund, please carefully review the enclosed materials where you will find information on the expenses, investment policies and services relating to the GST Fund.
* * * * *
      The formal Notice of Special Meeting, a Combined Proxy Statement/ Prospectus, a Proxy Ballot and a GST Fund prospectus are enclosed. Please be sure to vote and return the Proxy Ballot.
      Whether or not you plan to attend the Special Meeting, you may vote by proxy in any of the following ways:
  1. Internet — Instructions for casting your vote via the Internet can be found in the enclosed proxy voting materials. The required control number is printed on your enclosed Proxy Ballot. If this feature is used, you are giving authorization for another person to execute your proxy and there is no need to mail the Proxy Ballot.
 
  2. Telephone — Instructions for casting your vote via telephone can be found in the enclosed proxy voting materials. The toll-free telephone number and required control number are printed on your enclosed Proxy Ballot. If this feature is used, you are giving authorization for another person to execute your proxy and there is no need to mail the Proxy Ballot.
 
  3. By mail — If you vote by mail, please indicate your voting instructions on the enclosed Proxy Ballot, date and sign the card, and return it in the envelope provided. The envelope is addressed for your convenience and needs no postage if mailed in the United States.
      Please return your Proxy Ballot (s) or follow the instructions in the enclosed materials to vote on-line or by telephone so that your vote will be counted.
      Your vote is important to us regardless of the number of shares that you own. Please vote by returning your Proxy Ballot today in the enclosed postage-paid envelope. You also may vote your proxy by a toll-free phone call or by voting on-line, as indicated in the enclosed materials.
      The proposed reorganization and the reasons for the Enterprise Group Directors’ recommendation are discussed in detail in the enclosed materials, which you should read carefully. If you have any questions about the reorganization, please do not hesitate to contact Enterprise Group toll free at 1-800-[432-4320].
      We look forward to your attendance at the Special Meeting or receiving your proxy card or your on-line or telephone instructions so that your shares may be voted at the Special Meeting.
  Sincerely,
 
  Steven M. Joenk
  President

2

 

THE ENTERPRISE GROUP OF FUNDS, INC.
GOLDMAN SACHS TRUST
                    , 2007
Questions & Answers
For Shareholders of The Enterprise Group of Funds, Inc.:
      The following questions and answers provide an overview of the proposal to reorganize the AXA Enterprise Growth Fund (the “AXA Enterprise Fund”) of The Enterprise Group of Funds, Inc. (“Enterprise Group”) into the Goldman Sachs Capital Growth Fund (the “GST Fund”) offered by the Goldman Sachs Trust (“GST”). We also encourage you to read the full text of the combined proxy statement/ prospectus (the “Proxy/ Prospectus”) that follows.
 
Q: What are AXA Enterprise Fund shareholders being asked to vote upon?
 
A: AXA Enterprise Fund shareholders are being asked in the attached Proxy/ Prospectus to consider and approve an Agreement and Plan of Reorganization dated as of January     , 2007 (the “Reorganization Agreement”) under which the AXA Enterprise Fund would reorganize into the GST Fund.
 
Q: Why has the reorganization of the AXA Enterprise Fund into the GST Fund been recommended?
 
A: The Enterprise Group Board of Directors (the “Enterprise Group Directors”) have determined that the reorganization of the AXA Enterprise Fund into the GST Fund is in the best interest of the shareholders of the AXA Enterprise Fund. At a meeting held on October 23, 2006, AXA Financial, Inc. and Enterprise Capital Management, Inc. (“ECM” and together with AXA Financial, Inc., “AXA”), the investment adviser to the AXA Enterprise Fund, informed the Enterprise Group Directors that AXA had entered into an agreement with Goldman Sachs Asset Management, L.P. (“GSAM”) under which GSAM would acquire certain assets associated with AXA’s retail mutual fund business. AXA also noted that, as part of this transaction, it was contemplated that the AXA Enterprise Fund would reorganize into a corresponding series of GST. AXA stated its belief that the reorganization of the AXA Enterprise Fund into the corresponding GST Fund is in the best interests of shareholders of the AXA Enterprise Fund and recommended that the Enterprise Group Directors approve the proposed reorganization.


The Enterprise Group Directors reviewed and considered, with the assistance of independent legal counsel, a number of factors relating to GST, the GST Fund, GSAM, the investment adviser to the GST Fund and Goldman, Sachs & Co. The Enterprise Group Directors also considered that neither Enterprise Group nor GST will bear any direct fees or expenses in connection with the reorganization or any explicit brokerage commissions resulting from portfolio transactions executed on behalf of the AXA Enterprise Fund in preparation for, or immediately following, the reorganization. Under the Reorganization Agreement, which contemplates the reorganization of the AXA Enterprise Fund into the GST Fund, all of the fees, expenses and explicit brokerage commissions in connection with entering into and carrying out the transactions contemplated by the Reorganization Agreement whether or not the transactions contemplated are concluded will be paid by ECM (or an affiliate) or GSAM (or an affiliate).
Q: What is the anticipated timing of the reorganization?
 
A: The Special Meeting of shareholders to consider the proposal is scheduled to occur on April 25, 2007. If all necessary approvals are obtained, the proposed reorganization will likely take place immediately before the opening of business on April 30, 2007.
 
Q: Who will receive the Proxy/ Prospectus material?
 
A: The Proxy/ Prospectus has been mailed to all persons and entities that held shares of record in the AXA Enterprise Fund on February 12, 2007. Please note that in some cases record ownership of and/or voting

1

 

authority over the AXA Enterprise Fund shares may reside with a fiduciary or other agent. In these cases, the fiduciary or other agent may receive the Proxy/ Prospectus.
 
Q: How is the AXA Enterprise Fund proposed to be reorganized?
 
A: As you may know, Enterprise Group consists of two separate mutual funds, only one of which would be affected by the proposed reorganization. The Reorganization Agreement for the AXA Enterprise Fund that was approved by the Enterprise Group Directors contemplates the reorganization of the AXA Enterprise Fund into the GST Fund, which has a similar investment objective and policies. Under the Reorganization Agreement, the share classes listed below of the AXA Enterprise Fund will be reorganized into the corresponding share classes of the GST Fund.

       
Enterprise Group Fund   GST Fund
     
AXA Enterprise Growth Fund
   Goldman Sachs Capital Growth Fund
 
Class A Shares
     Class A Shares
 
Class B Shares
     Class B Shares
 
Class C Shares
     Class C Shares
 
Class Y Shares
     Institutional Shares
      The sales loads and Rule 12b-l fees for each class of shares of the GST Fund generally are similar to those of the AXA Enterprise Fund, except that Class A shares of the GST Fund are subject to a higher front-end sales load equal to 5.50% of the offering price for Class A shares (versus 4.75% for Class A shares of the AXA Enterprise Fund), but a lower Rule 12b-l fee equal to an annual rate of 0.25% of the GST Fund’s average daily net assets attributable to Class A shares (versus 0.45% for Class A shares of the AXA Enterprise Fund).
      At the same time that shareholders are being asked to approve the reorganization of the AXA Enterprise Fund into the GST Fund, it is expected that, subject to shareholder approval requested in separate proxy statements, fourteen additional portfolios of the AXA Enterprise Funds Trust and twelve portfolios of AXA Enterprise Multimanager Funds Trust will be reorganized into corresponding funds of GST. In this regard, it is proposed that in addition to the AXA Enterprise Growth Fund, the AXA Enterprise Large Cap Growth Fund, a series of AXA Enterprise Funds Trust, will be reorganized into the Goldman Sachs Capital Growth Fund. The AXA Enterprise Growth Fund Reorganization will be completed whether or not the reorganization of the AXA Enterprise Funds Trust or AXA Enterprise Multimanager Funds Trust is completed. Separate proxy/prospectuses have been mailed to shareholders of the AXA Enterprise Funds Trust and AXA Enterprise Multimanager Funds Trust.
      If the reorganization of the AXA Enterprise Fund is approved by its shareholders, shareholders of the AXA Enterprise Fund who do not wish to have their AXA Enterprise Fund shares exchanged for shares of the GST Fund as part of the reorganization should redeem their shares prior to the consummation of the reorganization. If you redeem your shares, you will recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them, unless you are a tax-exempt investor. In addition, if you redeem your shares prior to the reorganization and your shares are subject to a contingent deferred sales charge, your redemption proceeds will be reduced by any applicable sales charge.
Q: What are the key differences between my AXA Enterprise Fund and the corresponding GST Fund?
 
A: AXA Equitable has recommended the acquiring fund based on, among other factors, its evaluation of the compatibility of your fund’s investment objective and policies with those of the acquiring fund. There are, however, certain differences in investment objectives, principal investment policies and strategies, and principal risks between your fund and the acquiring fund. Please see the Proxy Statement/ Prospectus for more details on these differences, including comparative data on fees and performance. The following chart provides a brief summary of some of the more significant factors considered by your fund’s board.

2

 

     
AXA Enterprise Growth
into
Goldman Sachs Capital
Growth Fund
   • Each Fund seeks long-term growth of capital and invests primarily in equity securities of large-cap U.S. issuers.
• The GST Fund is substantially larger than the AXA Enterprise Fund with net assets of approximately $1.7 billion versus $1.1 billion.
• The net annual operating expense ratio of each class of shares of the GST Fund for the last fiscal year was lower than that of the corresponding class of shares of the AXA Enterprise Fund.
Q: What are the costs and federal tax implications to shareholders in connection with the proposed reorganization?
 
A: Neither Enterprise Group nor GST will bear any direct fees or expenses in connection with the reorganization or any explicit brokerage commissions resulting from portfolio transactions executed on behalf of the AXA Enterprise Fund in preparation for, or immediately following, the reorganization. Under the Reorganization Agreement, GSAM (or an affiliate) and ECM (or an affiliate) have agreed to pay all of the fees, expenses and explicit brokerage commissions in connection with entering into and carrying out the transactions contemplated by the Reorganization Agreement whether or not the transactions contemplated are concluded.

No sales charge will be imposed on the shares of the GST Fund issued to you in the reorganization, which means that the aggregate value of the GST Fund shares issued to you will be equal to the aggregate value of the AXA Enterprise Fund shares that you own immediately prior to the reorganization. In addition, the reorganization is intended to be tax-free under federal tax law (however, there can be no assurance that the Internal Revenue Service will not adopt a contrary position). However, immediately prior to the reorganization, the AXA Enterprise Fund will declare and pay a final distribution to its shareholders of all of its investment company taxable income (and net tax-exempt income, if any) for taxable years ending on or before the effective time of the reorganization and all of its net capital gain, if any, recognized in those years. The sale of securities by the AXA Enterprise Fund prior to the reorganization, whether in the ordinary course of business or in anticipation of the reorganization, could increase the amount of the final distribution it makes before the reorganization.

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The Enterprise Group of Funds, Inc.
AXA Enterprise Growth Fund
Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 450
Atlanta, Georgia 30326
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held On April 25, 2007
To Shareholders of The Enterprise Group of Funds, Inc.:
      NOTICE IS GIVEN THAT a special meeting of the shareholders (the “Special Meeting”) of the AXA Enterprise Growth Fund (the “AXA Enterprise Fund”) of The Enterprise Group of Funds, Inc. (“Enterprise Group”) will be held at [      a.m.] (Eastern time), on April 25, 2007 at the offices of AXA Financial, Inc., 1290 Avenue of the Americas, New York, New York 10104 for the purpose of considering and voting upon:
  ITEM 1. A proposal to approve an Agreement and Plan of Reorganization by and between Enterprise Group and the Goldman Sachs Trust (“GST”), which provides for and contemplates: (1) the transfer of substantially all of the assets of the AXA Enterprise Fund to the Goldman Sachs Capital Growth Fund of GST (the “GST Fund”) in exchange solely for shares of the designated classes of the GST Fund and its assumption of substantially all of the AXA Enterprise Fund’s liabilities; and (2) the distribution of those shares to the shareholders of AXA Enterprise Fund in liquidation thereof as described in the attached Combined Proxy Statement and Prospectus.
      Item 1 is described in the attached Combined Proxy Statement/ Prospectus. Your Directors unanimously recommend that you vote in favor of the proposal.
      Shareholders of record as of the close of business on February 12, 2007 are entitled to notice of, and to vote at, the Special Meeting or any adjournment(s) thereof.
      You are requested to mark, date, sign and return promptly in the enclosed envelope the accompanying proxy ballot(s) that is/are being solicited by the Enterprise Group Board of Directors. This is important to ensure a quorum at the Special Meeting. You also may return proxies by: 1) touch-tone voting or 2) voting on-line. Proxies may be revoked at any time before they are exercised by submitting to Enterprise Group a written notice of revocation or a subsequently executed proxy or by attending the Special Meeting and voting in person.
  By Order of the Board of Directors,
 
  Patricia Louie
  Secretary
      We need your proxy vote immediately. You may think that your vote is not important, but it is. By law, the Special Meeting will have to be adjourned with respect to the AXA Enterprise Fund without conducting any business if a majority of the shares of the AXA Enterprise Fund entitled to vote in person or by proxy at the meeting are not represented at the meeting. In that event, Enterprise Group would continue to solicit votes for a certain period of time in an attempt to achieve a quorum. Your vote could be critical in allowing Enterprise Group to hold the Special Meeting as scheduled, so please return your proxy ballot(s) immediately or vote on-line or by telephone.

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COMBINED PROXY STATEMENT/ PROSPECTUS
                    , 2007
The Enterprise Group of Funds, Inc.
Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 450
Atlanta, Georgia 30326
1-800-432-4320
GOLDMAN SACHS TRUST
71 South Wacker Drive
Suite 500
Chicago, Illinois 60606
1-800-526-7384
      This combined proxy statement/prospectus (“Proxy/Prospectus”) is being sent to shareholders of the AXA Enterprise Growth Fund (the “AXA Enterprise Fund”), a series of The Enterprise Group of Funds, Inc., a Maryland corporation (“Enterprise Group”). The Enterprise Group Board of Directors (“Enterprise Group Directors”) has called a Special Meeting of Shareholders (the “Special Meeting”) at the offices of AXA Financial, Inc. (“AXA Financial”), 1290 Avenue of the Americas, New York, New York 10104 on April 25, 2007 at [      a.m.] Eastern time.
      At the Special Meeting, shareholders will be asked:
  • To approve an Agreement and Plan of Reorganization dated as of January     , 2007 (the “Reorganization Agreement”), by and between Enterprise Group and the Goldman Sachs Trust (“GST”), which provides for and contemplates: (1) the transfer of substantially all of the assets of that AXA Enterprise Fund to the Goldman Sachs Capital Growth Fund of GST (the “GST Fund”) in exchange solely for the shares of designated classes of the GST Fund and its assumption of substantially all of the AXA Enterprise Fund’s liabilities; and (2) the distribution of those shares to shareholders of the AXA Enterprise Fund in liquidation thereof.
      A copy of the Reorganization Agreement is attached as Appendix A. It is also proposed that the AXA Enterprise Large Cap Growth Fund, a series of the AXA Enterprise Funds Trust, be reorganized into the Goldman Sachs Capital Growth Fund. A separate combined proxy statement/ prospectus is being mailed to AXA Enterprise Large Cap Growth Fund shareholders.
      Enterprise Group and GST are both registered, open-end management investment companies (mutual funds). As a result of the reorganization, shareholders of the AXA Enterprise Fund will become shareholders of the GST Fund (the AXA Enterprise Fund and GST Fund are sometimes referred to as “Funds”). Other portfolios of the AXA Enterprise family of funds or GST family of funds may also be referred to as “AXA Enterprise Funds” or “GST Funds,” as the context requires.
      The transactions contemplated by the Reorganization Agreement are referred to collectively as the “Reorganization.”
      This Proxy/ Prospectus sets forth concisely the information that an AXA Enterprise Fund shareholder should know before voting on the Reorganization and investing in the GST Fund, and should be retained for future reference. It is both the AXA Enterprise Fund’s proxy statement for the Special Meeting and a prospectus for the GST Fund.
      Additional information is set forth in the Statement of Additional Information dated                     , 2007 relating to this Proxy/ Prospectus and in the prospectus dated March 1, 2006, as supplemented, for the AXA Enterprise Fund which you have previously been given or sent and are incorporated herein by reference. Each of these documents is on file with the Securities and Exchange Commission (the “SEC”), and is available without charge by calling Enterprise Group at the telephone number stated above or by writing Enterprise Group at the

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following address: The Enterprise Group of Funds, Inc., Atlanta Financial Center, 3343 Peachtree Road, N.E., Suite 450, Atlanta, Georgia 30326.
      The information contained in the current prospectuses, as supplemented, for the Class A, Class B, Class C and Institutional Shares of the Goldman Sachs Capital Growth Fund dated December 29, 2006 are also incorporated by reference into this Proxy/ Prospectus. Each of these documents is on file with the SEC, and is available without charge by calling or writing the GST at the telephone number or address stated above. In addition, a current prospectus for the GST Fund accompanies this Proxy/ Prospectus.
      The Annual Report for the AXA Enterprise Fund for the year ended October 31, 2006 can be obtained without charge by calling Enterprise Group at the telephone number stated above or by writing Enterprise Group at the following address: The Enterprise Group of Funds, Inc., Atlanta Financial Center, 3343 Peachtree Road, N.E., Suite 450, Atlanta, Georgia 30326. The Annual Report for the Goldman Sachs Capital Growth Fund for the year ended August 31, 2006 can be obtained without charge by calling or writing GST at the telephone number or address stated above. Each of these documents together with other information about the AXA Enterprise Fund and the GST Fund is also available on the SEC’s website at www.sec.gov.
      This Proxy/Prospectus is expected to be first sent to shareholders on or about                     , 2007.
      The SEC has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Proxy/ Prospectus. Any representation to the contrary is a criminal offense.
      Shares of AXA Enterprise Fund and the GST Fund are not deposits or obligations of or guaranteed or endorsed by any bank, Enterprise Capital Management, Inc., Goldman Sachs Asset Management, L.P., Goldman, Sachs & Co. or any of their affiliates. Such shares are not insured by the U.S. Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. Mutual fund shares involve certain investment risks, including the possible loss of principal.

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PROXY STATEMENT/ PROSPECTUS
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APPENDIX A — Agreement and Plan of Reorganization
     A-1  
APPENDIX B — Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise Fund and the GST Fund
     B-1  
APPENDIX C — Comparison of the Investment Restrictions of the AXA Enterprise Fund and the GST Fund
     C-1  
APPENDIX D — Comparison of Shareholder Transactions and Services of the AXA Enterprise Fund and the GST Fund
     D-1  

 

SUMMARY
      The following is a summary of certain information contained in this Proxy/ Prospectus and the Reorganization Agreement. The Reorganization Agreement governs the terms of the Reorganization and is attached as Appendix A.
Board’s Consideration of the Reorganization
      At a meeting held on October 23, 2006, AXA Financial, Inc. and Enterprise Capital Management, Inc, (“ECM” and together with AXA Financial, Inc. (“AXA”)), the investment adviser to the AXA Enterprise Fund, informed the Enterprise Group Directors that AXA had entered into an agreement with Goldman Sachs Asset Management, L.P. (“GSAM”) under which GSAM would acquire certain assets associated with AXA’s retail mutual fund business. AXA also noted that, as part of this transaction, it was contemplated that the AXA Enterprise Fund would reorganize into a corresponding series of GST. AXA stated its belief that the reorganization of the AXA Enterprise Fund into the corresponding GST Fund is in the best interests of shareholders of the AXA Enterprise Fund and recommended that the Enterprise Group Directors approve the proposed reorganization.
      In addition to the October 23 meeting, the Enterprise Group Directors met on December 1, December 13 and December 29, 2006 to consider the Reorganization Agreement and the Reorganization of the AXA Enterprise Fund into the GST Fund. The Enterprise Group Directors who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (“1940 Act”)) of Enterprise Group (the “Independent Enterprise Group Directors”), together with their independent legal counsel, also met in executive session at the October 23 and December 13 meetings to consider the Reorganization. After reviewing and considering, with the assistance of independent legal counsel, a number of factors relating to GST, the GST Funds, GSAM and Goldman, Sachs & Co., the Enterprise Group Directors, including all of the Independent Enterprise Group Directors, determined that participation in the Reorganization, as contemplated by the Reorganization Agreement, is in the best interests of the shareholders of the AXA Enterprise Fund and that the interests of the existing shareholders of the AXA Enterprise Fund will not be diluted as a result of the Reorganization. For additional information, see “Additional Information about the Reorganization — Reasons for the Reorganization and Board Considerations” below.
      Enterprise’s Group Directors, including all of the Independent Enterprise Group Directors, unanimously recommend that shareholders of the AXA Enterprise Fund approve the Reorganization Agreement.
      At a meeting held on                     , 2006, the GST Board of Trustees similarly found that participation in the Reorganization is in the best interests of the GST Fund and that the interests of the shareholders of the GST Fund will not be diluted as a result of the Reorganization.
The Reorganization
      The Reorganization Agreement provides for a reorganization of the AXA Enterprise Fund and its share classes into the GST Fund and its corresponding share classes listed opposite its name below.
     
AXA Enterprise Growth Fund   Goldman Sachs Capital Growth Fund†
     
Class A Shares
                      Class A Shares
Class B Shares
                      Class B Shares
Class C Shares
                      Class C Shares
Class Y Shares
                      Institutional Shares
     
† It is also proposed that the AXA Enterprise Large Cap Growth Fund of the AXA Enterprise Funds Trust be reorganized into the Goldman Sachs Capital Growth Fund. A separate combined proxy statement/ prospectus is being mailed to shareholders of the AXA Enterprise Large Cap Growth Fund.
     The GST Fund has investment objectives and policies that are similar to the AXA Enterprise Fund being reorganized into it. You should note that an investment in each Fund is subject to specific risks arising from the

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types of securities in which the Fund invests and general risks arising from investing in any mutual fund. There is no assurance that either Fund will meet its investment objective, and investors could lose money by investing in a Fund. As with all mutual funds, an investment in a Fund is not insured or guaranteed by the U.S. Government, Federal Deposit Insurance Corporation, Federal Reserve Board or any other government agency.
      As set forth in the Reorganization Agreement, the Reorganization between the AXA Enterprise Fund and the GST Fund would involve:
  • The acquisition of all of the assets of the AXA Enterprise Fund by the GST Fund and the assumption by the GST Fund of all of the liabilities (other than those liabilities specifically excluded under the Reorganization Agreement) of the AXA Enterprise Fund, in exchange for the number of shares of the corresponding classes of the GST Fund noted in the above chart having aggregate values equal to the net asset values of the shares of the AXA Enterprise Fund’s corresponding classes noted in the above chart as of the close of business on the business day immediately preceding the effective time of the Reorganization;
 
  • The distribution of the GST Fund’s Class A Shares, Class B Shares, Class C Shares and Institutional Shares to each holder of Class A Shares, Class B Shares, Class C Shares and Class Y Shares, respectively, of the AXA Enterprise Fund’s as of the effective time of the Reorganization; and
 
  • The complete liquidation of the AXA Enterprise Fund.
      As a result of the Reorganization, each AXA Enterprise Fund shareholder will become a shareholder of the GST Fund and will hold, immediately after the Reorganization, shares in such GST Fund having a total dollar value equal to the total dollar value of the shares such shareholder held in the AXA Enterprise Fund immediately prior to the effectiveness of the Reorganization. The Reorganization is intended to be tax-free under the federal tax law (although there can be no assurances that the Internal Revenue Service will not adopt a contrary position) and shareholders of the AXA Enterprise Fund will not pay any sales charge as a result of the Reorganization.
      If approved, the Reorganization will occur as of the opening of business on or about April 30, 2007, or another date selected by Enterprise Group and GST. Approval of the Reorganization requires the affirmative vote of at least two-thirds of the shares of the AXA Enterprise Fund entitled to be voted at the Special Meeting. See “Additional Information about the Reorganization” and “Voting Information” below.
      At the same time that shareholders are being asked to approve the reorganization of the AXA Enterprise Fund into the GST Fund, it is expected that, subject to shareholder approval requested in separate proxy statements, fourteen additional portfolios of the AXA Enterprise Funds Trust and twelve portfolios of AXA Enterprise Multimanager Funds Trust will be reorganized into corresponding funds of GST. The Reorganization will be completed whether or not the reorganizations of the AXA Enterprise Funds Trust or Enterprise Multimanager Funds Trust portfolios are completed.
      Although the AXA Enterprise Fund has a similar investment objective and principal strategies to the GST Fund, some of the AXA Enterprise Fund’s holdings may not be permissible portfolio holdings for the GST Fund. Therefore, some portion of the AXA Enterprise Fund’s securities holdings may be sold prior to or immediately following the Reorganization. In addition, the investment adviser to the GST Fund, GSAM, anticipates selling a portion of the AXA Enterprise Fund’s holdings shortly after the Reorganization. To the extent that the AXA Enterprise Fund’s securities holdings are sold prior to the Reorganization, the proceeds of such sales will be held in temporary investments or reinvested in assets that the GST Fund may hold. The possible need for a Fund to dispose of certain portfolio investments in connection with the Reorganization could result in selling such investments at a disadvantageous time and price. The sale of securities either prior to the Reorganization or shortly thereafter could result in the AXA Enterprise Fund or the GST Fund realizing gains (which may be taxable) or losses that would not otherwise have been realized but for the Reorganization. Such a sale of assets and the reinvestment of the proceeds would involve brokerage and other transactional costs. In this event, GSAM will pay the explicit brokerage commissions resulting from portfolio transactions executed on behalf of either Fund in connection with the Reorganization.

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Federal Income Tax Consequences of the Reorganization
      It is intended that the Reorganization will not result in the recognition, for federal income tax purposes, of gain or loss by the AXA Enterprise Fund, the GST Fund or the former’s shareholders, although there can be no assurance that the Internal Revenue Service will not adopt a contrary position. However, immediately prior to the Reorganization, the AXA Enterprise Fund will declare and pay a distribution to its shareholders of all of its investment company taxable income (and net tax-exempt income, if any) for taxable years ending on or before the effective time of the Reorganization and all of its net capital gain, if any, recognized in those years. The sale of securities by the AXA Enterprise Fund prior to the Reorganization, whether in the ordinary course of business or in anticipation of the Reorganization, could increase the amount of the final distribution it makes prior to the Reorganization.
      As a condition to the closing of the Reorganization, the Enterprise Group and GST each will receive an opinion from GST’s counsel, Drinker Biddle & Reath LLP (based on certain facts, qualifications, assumptions and representations) to the effect that the Reorganization, for federal income tax purposes, will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). See “Additional Information About the Reorganization — Federal Income Tax Consequences,” below.
Voting Information
      The Enterprise Group Directors are furnishing this Proxy/ Prospectus in connection with the solicitation of proxies. Only shareholders of record at the close of business on February 12, 2007, will be entitled to vote at the Special Meeting. Shares represented by a properly executed proxy will be voted in accordance with the instructions thereon. If no instruction is made, the named proxies will vote in favor of the proposal set forth in the Notice of Meeting. Proxies may be revoked at any time before they are exercised by submitting to Enterprise Group a written notice of revocation or a subsequently executed proxy or by attending the Special Meeting and voting in person. For additional information, see “Voting Information” below.
Proposal 1: Approval of the Reorganization of the AXA Enterprise Growth Fund into the Goldman Sachs Capital Growth Fund Pursuant to the Reorganization Agreement
 
      This proposal requests your approval of the proposed Reorganization of the AXA Enterprise Growth Fund into the Goldman Sachs Capital Growth Fund. The following provides comparative information regarding the AXA Enterprise Fund and the GST Fund. More complete information appears later in this Proxy/ Prospectus and in the Prospectuses for the AXA Enterprise Growth Fund and the Goldman Sachs Capital Growth Fund. You should read carefully the entire Proxy/ Prospectus, including the form of Reorganization Agreement attached as Appendix A and other documents incorporated herein.
Comparison of Investment Objective, Policies and Strategies
      The Funds have similar investment objectives, policies and strategies, although there are some differences of which you should be aware. The investment objective and the strategies and policies of each Fund are described below. A Fund’s investment objective may be changed by the applicable Board of Directors or Trustees without a vote of that Fund’s shareholders. The principal risks of investing in the Funds also are similar. For additional information concerning the investment policies of the Funds, see “Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise Fund and the GST Fund” in Appendix B and “Comparison of Investment Restrictions of the AXA Enterprise Fund and the GST Fund” in Appendix C. For information concerning the principal risks associated with investments in the Funds, see “Comparison of Principal Risk Factors” below.

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AXA Enterprise Growth Fund   Goldman Sachs Capital Growth Fund
     
Investment Objective   Investment Objective
Seeks capital appreciation.   Seeks long-term growth of capital.
Investment Policies   Investment Policies
Under normal circumstances, the Fund invests primarily in equity securities of U.S. large capitalization companies. For purposes of this Fund, large capitalization companies include those companies with market capitalization in excess of $5 billion at the time of investment.   The Fund invests, under normal circumstances, at least 90% of its total assets (not including securities lending collateral and any investment of that collateral) measured at the time of purchase (“Total Assets”) in equity investments. The Fund’s investment focus is on large-cap U.S. equity investments.
The Fund’s sub-adviser utilizes a “growth at a reasonable price” investment approach that combines growth and value style investing. This means that the Fund invests in the stocks of companies with long-term earnings potential, but which are currently selling at a discount to their estimated long-term value.   The Fund seeks to achieve its objective by investing in a diversified portfolio of equity investments that are considered by the adviser to have long-term capital appreciation potential.
The Fund intends to invest primarily in common stocks, but it may also invest in other securities that the sub-adviser believes will further the fund’s investment objective, such as preferred stocks, warrants and securities convertible into common stock.   The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and other instruments that have economic characteristics similar to equity securities.
The Fund may invest up to 20% of its assets in foreign securities, including securities of companies based in developing countries.   The Fund may invest up to 25% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
The Fund also may invest in equity securities of small- and mid-capitalization companies.   The Fund may, to the extent consistent with its investment policies, invest in small- and mid-capitalization companies.
For temporary defensive purposes, the Fund may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements.   The Fund may, for temporary defensive purposes, invest 100% of its Total Assets in U.S. Government Securities; commercial paper rated at least A-2 by Standard & Poor’s Ratings Group (“Standard & Poor’s” or “S&P”), P-2 by Moody’s Investors Service, Inc. (“Moody’s”) or having a comparable rating by another nationally recognized statistical rating organization (“NRSRO”); certificates of deposit; bankers’ acceptances; repurchase agreements; and non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year.
Investment Adviser   Investment Adviser
Enterprise Capital Management, Inc. (“ECM”) serves as the investment manager for the Fund. The day-to-day portfolio management of the Fund is provided by an investment sub-adviser selected by ECM. The Fund’s sub-adviser is Montag & Caldwell, Inc.   GSAM manages the Fund on a day-to-day basis and will continue to manage the Fund after the Reorganization.
Comment: The investment objectives, policies and restrictions of the AXA Enterprise Growth Fund and Goldman Sachs Capital Growth Fund are, in general, similar. One difference that should be noted is that the GST Fund generally has slightly more flexibility to invest in foreign securities (up to 25% of Total Assets) than the AXA Enterprise Fund (up to 20% of total assets). In addition, the GST Fund may invest up to 10% of its total assets in non-investment grade fixed income securities, while the AXA Enterprise Fund generally does not invest in such securities.

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Comparison of Principal Risk Factors
      The principal risks of an investment in each Fund are similar, as each Fund invests primarily in equity securities. However, because the Funds pursue their investment objectives using somewhat different investment strategies, an investment in the GST Fund will be subject to different risks than an investment in the AXA Enterprise Fund. The principal risks to which each Fund is subject are identified in the following table. For an explanation of each such risk, see “Additional Information Applicable to the Reorganization — Risks of Investing in the GST Fund and the AXA Enterprise Fund” below.
                 
    AXA Enterprise Growth Fund   Goldman Sachs Capital Growth Fund
         
Net Asset Value Risk
     X       X  
Interest Rate Risk
             X  
Credit/ Default Risk
             X  
Stock Risk
     X       X  
Derivatives Risk
             X  
Management Risk
     X       X  
Market Risk
     X       X  
Liquidity Risk
             X  
Investment Style Risk
     X       X  
Mid-Capitalization Risk
     X          
Foreign Risk
     X       X  
Emerging Countries Risk
     X       X  
Initial Public Offering Risk
             X  
Small-Capitalization Risk
     X          
Issuer-Specific Risk
     X       X  
Sub-adviser Selection Risk
     X          
Large-Capitalization Risk
     X       X  
Comparison of Fees and Expenses
      Expense Ratio Tables. Expenses of mutual funds are often measured by their expense ratios (i.e., the ratio of their total expenses for a year divided by their average daily net asset value over the same year). The total expenses of the AXA Enterprise Fund differ from those of the GST Fund. It is expected that shareholders of each class of shares of the AXA Enterprise Fund will incur lower annual operating expense ratios as shareholders of the corresponding class of shares of the GST Fund after the Reorganization. The annual operating expense ratio of each class of shares of the GST Fund (after taking into account the expense limitation arrangements) currently is lower than that of the corresponding class of shares of the AXA Enterprise Fund, after taking into account each Fund’s expense limitation arrangements, as is the pro forma net annual operating expense ratio of each class of shares of the combined GST Fund. However, absent the expense limitation arrangement for the GST Fund, the annual operating expense ratio of the Class B and Class C Shares of the GST Fund currently is higher than that of the Class B and Class C Shares of the AXA Enterprise Fund.
      The following tables: (1) compare the fees and expenses for the AXA Enterprise Fund and the GST Fund based on actual expenses for a recent twelve month period and (2) show the estimated fees and expenses for the GST Fund on a pro forma basis after giving effect to the Reorganization (assuming only the Reorganization of the AXA Enterprise Growth Fund into the GST Fund and then assuming the Reorganization of both the AXA Enterprise Growth Fund and AXA Enterprise Large Cap Growth Fund into the GST Fund). The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the recent expense levels for the AXA Enterprise Fund and the GST Fund and obtain a general idea of what the expense levels would be if the Reorganization occurs. The tables do not reflect any charges that may be imposed by institutions directly on their

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customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated expense levels, but actual expenses may be greater or less than those shown.
      The AXA Enterprise Fund’s and GST Fund’s annual operating expenses are based on actual expenses for the twelve months ended August 31, 2006. The Combined Fund pro forma expense ratios are constructed by assuming that the Reorganization occurred on September 1, 2005 and represent the hypothetical experience of the combined pro forma fund for the twelve months ended August 31, 2006. For financial statement purposes, the GST Fund will be the accounting survivor. As the accounting survivor, such Fund’s operating history will be used for financial reporting purposes.
      Example Tables. Following the expense ratio tables are expense examples intended to help you compare and contrast the cost of investing in: (1) the AXA Enterprise Fund as it currently exists, (2) the GST Fund as it currently exists, (3) the same GST Fund if it acquires the AXA Enterprise Fund (i.e., the “pro forma figure 1”) and (4) the same GST Fund if both the AXA Enterprise Fund and the AXA Enterprise Large Cap Growth Fund are acquired by the single GST Fund (i.e., “pro forma figure 2”).
      The examples depict the dollar amount of expenses on a hypothetical investment in the AXA Enterprise Fund and the GST Fund for the periods shown. In the “pro forma” line, the dollar figures shown are computed based on the total operating expense figures from the corresponding expense ratio table (and not the net operating expense figure). In other words, the pro forma examples do not reflect any expense waivers or reimbursement.

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                                        Combined Fund Pro Forma
                                (AXA Enterprise Growth
            Combined Fund Pro Forma   Fund + AXA Enterprise
    AXA Enterprise Growth   Goldman Sachs Capital   (AXA Enterprise Growth   Large Cap Growth Fund +
    Fund   Growth Fund   Fund + GST Fund)   GST Fund)
                 
    Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Shareholder Fees
                                                                                                
 
(fees paid directly from your investment):
                                                                                                
Maximum Sales Charge (Load) Imposed on Purchases
     4.75% 1     None       None       5.50% 1     None       None       5.50% 1     None       None       5.50% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
     None 1     5.00% 3     1.00% 4     None 1     5.00% 3     1.00% 4     None 1     5.00% 3     1.00% 4     None 1     5.00% 3     1.00% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None       None       None       None       None       None       None       None       None  
Redemption Fees
     2.00% 5     2.00% 5     2.00% 5     None       None       None       None       None       None       None       None       None  
Exchange Fees
     None       None       None       None       None       None       None       None       None       None       None       None  
                                                                                                   
                                        Combined Fund Pro Forma
                                (AXA Enterprise Growth
            Combined Fund Pro Forma   Fund + AXA Enterprise
    AXA Enterprise Growth   Goldman Sachs Capital   (AXA Enterprise Growth   Large Cap Growth Fund +
    Fund   Growth Fund   Fund + GST Fund)   GST Fund)
                 
    Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses
                                                                                                
 
(expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.73%       0.73%       0.73%       0.95% 6     0.95% 6     0.95% 6     0.90% 6     0.90% 6     0.90% 6     0.90% 6     0.90% 6     0.90% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       1.00%       1.00%       0.25%       1.00%       1.00%       0.25%       1.00%       1.00%  
Other Expenses*
     0.45%       0.45%       0.45%       0.24% 7     0.24% 7     0.24% 7     0.22% 7     0.22% 7     0.22% 7     0.22% 7     0.22% 7     0.22% 7
     
Total Fund Operating Expenses*
     1.63% 8     2.18% 8     2.18% 8     1.44%       2.19%       2.19%       1.37%       2.12%       2.12%       1.37%       2.12%       2.12%  
See page 9 for all other footnotes.
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, the GST Fund and the Combined Fund are as set forth below.
                                                                                                 
                                        Combined Fund Pro Forma
                                (AXA Enterprise Growth
            Combined Fund Pro Forma   Fund + AXA Enterprise
    AXA Enterprise Growth   Goldman Sachs Capital   (AXA Enterprise Growth   Large Cap Growth Fund +
    Fund   Growth Fund   Fund + GST Fund)   GST Fund)
                 
    Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C   Class A   Class B   Class C
    Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares   Shares
                                                 
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
                                                                                                
Management Fees
     0.70%       0.70%       0.70%       0.95% 6     0.95% 6     0.95% 6     0.90% 6     0.90% 6     0.90% 6     0.90% 6     0.90% 6     0.90% 6
Distribution and Service (12b-1) Fees
     0.45%       1.00%       1.00%       0.25%       1.00%       1.00%       0.25%       1.00%       1.00%       0.25%       1.00%       1.00%  
Other Expenses
     0.45%       0.45%       0.45%       0.19% 7     0.19% 7     0.19% 7     0.19% 7     0.19% 7     0.19% 7     0.19% 7     0.19% 7     0.19% 7
     
Total Fund Operating Expenses (after current expense limitations)
     1.60% 8     2.15% 8     2.15% 8     1.39%       2.14%       2.14%       1.34%       2.09%       2.09%       1.34%       2.09%       2.09%  

7

 

                                   
                Combined Fund
                Pro Forma (AXA
                Enterprise Growth
            Combined Fund   Fund + AXA
        Goldman Sachs   Pro Forma (AXA   Enterprise Large
    AXA Enterprise   Capital Growth   Enterprise Growth   Cap Growth Fund
    Growth Fund   Fund   Fund + GST Fund)   + GST Fund)
                 
    Class Y Shares   Institutional Shares   Institutional Shares   Institutional Shares
                 
Shareholder Fees
                                
 
(fees paid directly from your investment):
                                
Maximum Sales Charge (Load) Imposed on Purchases
     None       None       None       None  
Maximum Deferred Sales Charge (Load)
     None       None       None       None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     None       None       None       None  
Redemption Fees
     2.00% 5     None       None       None  
Exchange Fees
     None       None       None       None  
                                   
                Combined Fund
                Pro Forma (AXA
                Enterprise Growth
            Combined Fund   Fund + AXA
        Goldman Sachs   Pro Forma (AXA   Enterprise Large
    AXA Enterprise   Capital Growth   Enterprise Growth   Cap Growth Fund
    Growth Fund   Fund   Fund + GST Fund)   + GST Fund)
                 
    Class Y Shares   Institutional Shares   Institutional Shares   Institutional Shares
                 
Annual Fund Operating Expenses
                                
 
(expenses that are deducted from Fund assets):
                                
Management Fees
     0.73%       0.95% 6     0.90% 6     0.90% 6
Distribution and Service (12b-1) Fees
     None       None       None       None  
Other Expenses*
     0.45%       0.09% 7     0.07% 7     0.07% 7
     
Total Fund Operating Expenses*
     1.18% 8     1.04%       0.97%       0.97%  
See page 9 for all other footnotes.
 
* The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the AXA Enterprise Fund, the GST Fund and the Combined Fund are as set forth below.
                                 
                Combined Fund
                Pro Forma (AXA
                Enterprise Growth
            Combined Fund   Fund + AXA
        Goldman Sachs   Pro Forma (AXA   Enterprise Large
    AXA Enterprise   Capital Growth   Enterprise Growth   Cap Growth Fund
    Growth Fund   Fund   Fund + GST Fund)   + GST Fund)
                 
    Class Y Shares   Institutional Shares   Institutional Shares   Institutional Shares
                 
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
                                
Management Fees
     0.70%       0.95% 6     0.90% 6     0.90% 6
Distribution and Service (12b-1) Fees
     None       None       None       None  
Other Expenses
     0.45%       0.04% 7     0.04% 7     0.04% 7
     
Total Fund Operating Expenses (after current expense limitations)
     1.15% 8     0.99%       0.94%       0.94%  

8

 

1 The maximum sales charge is a percentage of the offering price. This sales charge varies depending on how much you invest. Under certain circumstances, the maximum sales charge may be reduced or waived entirely. If you buy $1,000,000 or more ($100,000 or more for certain employee benefit plans and $500,000 or more for certain individual retirement accounts) of Class A Shares of the AXA Enterprise Fund at net asset value and redeem those shares within 12 months of the end of the calendar month of their purchase, a CDSC of 1.00% generally will apply to the redemptions of those shares. A CDSC of 1% is imposed on certain redemptions (within 18 months of purchase) of Class A Shares of a GST Fund sold without an initial sales charge as part of an investment of $1 million or more.
 
2 The maximum CDSC is a percentage of the lesser of the net asset value at the time of the redemption or the net asset value when the shares were originally purchased.
 
3 A CDSC is imposed upon Class B Shares of the AXA Enterprise Fund or GST Fund redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter. Class B Shares of the AXA Enterprise Fund and GST Fund automatically convert to Class A Shares eight years after the end of the calendar month in which you purchased them and will be subject to lower expenses.
 
4 A CDSC of 1% is imposed on Class C Shares of the AXA Enterprise Fund or GST Fund redeemed within 12 months of purchase.
 
5 If you redeem or exchange shares of the AXA Enterprise Fund after holding them one month or less, a fee of 2.00% of the current net asset value of the shares being redeemed or exchanged generally will be assessed and retained by the AXA Enterprise Fund for the benefit of the remaining shareholders.
 
6 GSAM has entered into the following contractual fee reduction commitments for the GST Fund:
             
    Management Fee   Average Daily
GST Fund   Annual Rate   Net Assets
         
Capital Growth Fund
     1.00%     First $1 Billion
      0.90%     Next $1 Billion
      0.80%     Over $2 Billion
  Prior to this fee reduction commitment, the management fee for the GST Fund as an annual percentage rate of average daily net assets was 1.00%.
7 “Other Expenses” of the GST Fund include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of the Fund’s Class A, B and C shares and 0.04% of the average daily net assets of the Institutional Shares, plus all other ordinary expenses not detailed above. GSAM has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses) to 0.004% of the GST Fund’s average daily net assets These expense reductions may be terminated at any time at the option of GSAM.
 
8 Pursuant to an Expense Limitation Agreement, ECM and AXA Equitable Life Insurance Company (“AXA Equitable”), the accounting and compliance agent of the AXA Enterprise Fund, have agreed to make payments or waive its management, fund accounting and compliance fees and other fees to limit the expenses of the AXA Enterprise Fund through February 28, 2008 (unless the Enterprise Group Directors consent to an earlier revision or termination of this arrangement) so that the net annual fund operating expenses (as a percentage of average daily net assets) of the AXA Enterprise Fund (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of other investment companies in which the Fund invests and other extraordinary expenses) do not exceed 1.60% for Class A Shares, 2.15% for Class B and Class C Shares and 1.15% for Class Y Shares. ECM and AXA Equitable may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the AXA Enterprise Fund’s expense ratio and such reimbursements do not exceed the AXA Enterprise Fund’s expense cap. ECM and AXA Equitable may discontinue these arrangements at any time after February 28, 2008.
  A portion of the brokerage commissions that the AXA Enterprise Fund pays is used to reduce the Fund’s expenses. Including this reduction the Net Operating Expenses for the AXA Enterprise Fund for the twelve months ended August 31, 2006 was 1.59% for Class A Shares, 2.14% for Class B and Class C Shares and 1.14% for Class Y Shares.

9

 

     The following Example is intended to help you compare the cost of investing in: (1) the AXA Enterprise Fund as it currently exists; (2) the GST Fund as it currently exists; (3) the same GST Fund if it acquires the AXA Enterprise Fund (i.e., “combined fund pro forma figure 1”); and (4) the same GST Fund if both the AXA Enterprise Fund and the AXA Enterprise Large Cap Growth Fund are acquired by the single GST Fund (i.e., “combined fund pro forma figure 2”) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class B, Class C, Class Y or Institutional Shares of the AXA Enterprise Fund, the GST Fund or the Combined Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the AXA Enterprise Fund’s, GST Fund’s or Combined Fund’s operating expenses remain the same. The Example for the GST Fund and the Combined Fund does not reflect any waivers and expense limitations. The Example for the AXA Enterprise Fund reflects waivers and expense limitations only for the period for which such arrangements are contractual and assumes that these arrangements are not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                     
    1 Year   3 Years   5 Years   10 Years
                 
AXA Enterprise Growth Fund 
                                
 
Class A Shares
   $ 630     $ 962     $ 1,316     $ 2,313  
 
Class B Shares
                                
   
- assuming complete redemption at end of period
   $ 718     $ 1,079     $ 1,366     $ 2,371  
   
- assuming no redemption
   $ 218     $ 679     $ 1,166     $ 2,371  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 318     $ 679     $ 1,166     $ 2,510  
   
- assuming no redemption
   $ 218     $ 679     $ 1,166     $ 2,510  
 
Class Y Shares
   $ 117     $ 372     $ 646     $ 1,429  
Goldman Sachs Capital Growth Fund
                                
 
Class A Shares
   $ 689     $ 980     $ 1,294     $ 2,179  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 722     $ 985     $ 1,375     $ 2,334  
   
- assuming no redemption
   $ 222     $ 685     $ 1,175     $ 2,334  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 322     $ 685     $ 1,175     $ 2,524  
   
- assuming no redemption
   $ 222     $ 685     $ 1,175     $ 2,524  
 
Institutional Shares
   $ 106     $ 331     $ 574     $ 1,271  
Combined Fund Pro forma (AXA Enterprise Growth
Fund + GST Fund)
                                
 
Class A Shares
   $ 682     $ 960     $ 1,259     $ 2,106  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 715     $ 964     $ 1,339     $ 2,261  
   
- assuming no redemption
   $ 215     $ 664     $ 1,139     $ 2,261  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 315     $ 664     $ 1,139     $ 2,452  
   
- assuming no redemption
   $ 215     $ 664     $ 1,139     $ 2,452  
 
Institutional Shares
   $ 99     $ 309     $ 536     $ 1,190  

10

 

                                     
    1 Year   3 Years   5 Years   10 Years
                 
Combined Fund Pro forma (AXA Enterprise Growth
Fund + AXA Enterprise Large Cap Growth Fund + GST Fund)
                                
 
Class A Shares
   $ 682     $ 960     $ 1,259     $ 2,106  
 
Class B Shares1
                                
   
- assuming complete redemption at end of period
   $ 715     $ 964     $ 1,339     $ 2,261  
   
- assuming no redemption
   $ 215     $ 664     $ 1,139     $ 2,261  
 
Class C Shares
                                
   
- assuming complete redemption at end of period
   $ 315     $ 664     $ 1,139     $ 2,452  
   
- assuming no redemption
   $ 215     $ 664     $ 1,139     $ 2,452  
 
Institutional Shares
   $ 99     $ 309     $ 536     $ 1,190  
 
1   The Class B example for each Fund reflects the conversion of Class B Shares to Class A Shares after approximately eight years from the date of purchase of Class B Shares.
     The purpose of the foregoing tables is to assist an investor in understanding the various costs and expenses that an investor will bear directly or indirectly. The examples should not be considered a representation of future expenses which may be more or less than those shown. The assumed 5% annual return is hypothetical and should not be considered a representation of past or future annual return. Actual return may be greater or less than the assumed amount. The examples assume that all dividends and other distributions are reinvested.
      The hypothetical example assumes that a CDSC will not apply to redemptions of the AXA Enterprise Fund, GST Fund and Combined Fund Class A Shares within the first 18 months.
      Certain institutions that sell GST Fund and AXA Enterprise Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A Shares, Class B Shares or Class C Shares for services to their customers’ accounts and/or the AXA Enterprise Fund or GST Fund. For more information regarding such compensation, see “Compensation to Securities Dealers” in the AXA Enterprise Fund’s prospectus and “Compensation to Financial Intermediaries and Third Party Broker-Dealers” in the AXA Enterprise Fund’s Statement of Additional Information, “Shareholder Guide” in the GST Fund’s prospectuses and “Payments to Intermediaries” in the GST Fund’s Statements of Additional Information.
Comparative Performance Information
      The tables below compare the performance of each Fund and provide an indication of the risks of investing in a Fund by showing how the average annual total returns of a Fund’s shares compare to those of broad-based securities market indices. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
      The average annual total return calculation reflects the maximum front-end sales charge for Class A Shares, the assumed CDSC for Class B Shares and the assumed CDSC for Class C Shares, in each case based on the applicable Fund’s current sales charge schedules. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
      These definitions apply to the after-tax returns.
      Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by a shareholder.
      Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.

11

 

      Average Annual Total Returns After Taxes on Distributions and Sale of Shares. These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
      Note on Tax Rates. The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.
AXA Enterprise Growth Fund
                           
            10 Years
            or Since
Average Annual Total Returns (For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 2/28/68)
                        
 
Return Before Taxes
     2.37 %     (0.12 )%     5.27 %
 
Return After Taxes on Distributions1
     2.37 %     (0.12 )%     4.78 %
 
Return After Taxes on Distributions and Sale of Fund Shares1
     1.54 %     (0.10 )%     4.47 %
 
Russell 1000 Growth Index2
     9.07 %     2.69 %     5.44 %
 
Class B (inception 5/1/95)
                        
 
Return Before Taxes
     1.92 %     (0.10 )%     5.32 %
 
Russell 1000 Growth Index
     9.07 %     2.69 %     5.44 %
 
Class C (inception 5/1/97)
                        
 
Return Before Taxes
     5.89 %     0.31 %     4.59 %
 
Russell 1000 Growth Index
     9.07 %     2.69 %     4.90 %
 
Class Y (inception 8/8/96)
                        
 
Return Before Taxes
     7.98 %     1.31 %     6.30 %
 
Russell 1000 Growth Index
     9.07 %     2.69 %     5.44 %
 
Goldman Sachs Capital Growth Fund
                           
            10 Years
            or Since
Average Annual Total Returns (For the periods ended December 31, 2006)   1 Year   5 Years   Inception
             
Class A (inception 4/20/90)
                        
 
Return Before Taxes
     8.17 %     2.24 %     7.25 %
 
Return After Taxes on Distributions1
     2.21 %     1.09 %     5.73 %
 
Return After Taxes on Distributions and Sale of Fund Shares1
     1.43 %     0.93 %     5.41 %
 
Russell 1000 Growth Index2
     9.07 %     2.69 %     5.44 %
 
Class B (inception 5/1/96)
                        
 
Return Before Taxes
     7.35 %     1.48 %     6.44 %
 
Russell 1000 Growth Index
     9.07 %     2.69 %     5.44 %
 
Class C (inception 8/15/97)
                        
 
Return Before Taxes
     7.36 %     1.47 %     4.30 %
 
Russell 1000 Growth Index
     9.07 %     2.69 %     3.23 %
 
Institutional Class (inception 8/15/97)
                        
 
Return Before Taxes
     8.62 %     2.66 %     5.48 %
 
Russell 1000 Growth Index
     9.07 %     2.69 %     3.23 %
 

12

 

 
1 The after-tax returns are for Class A Shares only. The after-tax returns for Class B, Class C, Class Y and Institutional Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 
2 The Russell 1000 Growth Index® is an unmanaged index of common stocks that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
Comparison of the Distribution Policies and Purchase, Redemption and Exchange Policies
      The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase, redemption, exchange, dividend and other policies and procedures of the AXA Enterprise Fund and the GST Fund are generally similar. There are, however, some differences of which you should be aware. The following table summarizes and compares the distribution policies and the purchase, redemption and exchange policies of the Funds. For more information, see “Comparison of Shareholder Transactions and Services of the AXA Enterprise Fund and the GST Fund” in Appendix D.
         
    AXA Enterprise Growth Fund   Goldman Sachs Capital Growth Fund
         
Sales Charges and Distribution/ Service (Rule 12b-1) Fees   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 4.75%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.45% of the Fund’s average daily net assets attributable to Class A Shares.   Class A Shares. Class A Shares are subject to a maximum front-end sales charge of 5.50%, which is reduced depending on the amount invested and, in certain circumstances, waived. There is no CDSC on redemptions of Class A Shares, except in certain circumstances when the front-end sales charge is waived. Class A Shares are subject to a Rule 12b-1 fee equal to an annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A Shares.
    Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.   Class B Shares. There is no front-end sales charge on Class B Shares. However, Class B Shares are subject to a CDSC of up to 5% on certain redemptions within 6 years of purchase. Class B Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B Shares. Class B Shares convert to Class A Shares approximately 8 years after purchase.

13

 

         
    AXA Enterprise Growth Fund   Goldman Sachs Capital Growth Fund
         
    Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.   Class C Shares. There is no front-end sales charge on Class C Shares. However, Class C Shares are subject to a CDSC of 1% on certain redemptions within the first year of purchase. Class C Shares also are subject to a Rule 12b-1 fee equal to an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C Shares.
    Class Y Shares. Class Y Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.   Institutional Shares. Institutional Shares are not subject to any front-end sales charge, CDSC or Rule 12b-1 fees.
 
Purchase Policies
   Investors can purchase shares of an AXA Enterprise Fund directly through the Fund’s principal underwriter, Enterprise Fund Distributors, Inc., or through an authorized dealer, subject to certain minimum investments and eligibility and other requirements.   Investors can purchase shares of a GST Fund directly from Goldman Sachs, through authorized dealers and directly from GST, subject to certain minimum investments and eligibility and other requirements.
 
Exchange Policies
   Shareholders can exchange shares of the AXA Enterprise Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another AXA Enterprise Fund. Redemption of shares (including by exchange) that are held for one month or less may, however, be subject to a redemption fee.   Shareholders can exchange shares of a GST Fund at net asset value without the imposition of any front-end sales charge or CDSC at the time of the exchange for shares of the same class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 or 60 calendar days or less may, however, be subject to a redemption fee.
 
Redemption Policies
   Shareholders can sell (redeem) some or all their shares. Generally, the AXA Enterprise Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.   Shareholders can sell (redeem) some or all their shares. Generally, the GST Fund will redeem its shares upon request on any business day at the net asset value next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. Shareholders may request that redemption proceeds be sent by check or wire. Redemptions may be requested in writing or by telephone.
Redemption Fees
   There is a 2% redemption fee assessed on certain redemptions of shares (including by exchange) within one month after purchase.   The Fund does not impose any redemption fees.

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Capitalization
      The following tables show the capitalization of the AXA Enterprise Fund and the GST Fund as of August 31, 2006, respectively, and the capitalization of the GST Fund on a pro forma basis as of that date after giving effect to the Reorganization. The following are examples of the number of Class A Shares, Class B Shares, Class C Shares and Institutional Shares of a GST Fund that would be exchanged for the shares of the AXA Enterprise Fund if the Reorganization shown had been consummated on August 31, 2006 with respect to the Funds, and do not reflect the number of such shares or the value of such shares that would actually be received if the Reorganization depicted occurs. Amounts in the tables are in thousands, except for net asset value per share. For this Reorganization, because the AXA Enterprise Fund and the AXA Enterprise Large Cap Growth Fund are being reorganized into the GST Fund, the Pro forma Combined Fund reflects both Funds being reorganized into the GST Fund and only the AXA Enterprise Growth Fund being reorganized into the GST Fund.
AXA Enterprise Growth Fund, AXA Enterprise Large Cap Growth Fund and Goldman Sachs Capital Growth Fund
                             
                            Pro forma
    AXA Enterprise       Goldman Sachs       Pro forma       Combined Fund
    Large Cap   AXA Enterprise   Capital Growth       Combined Fund       (Fund A +
    Growth Fund   Growth Fund   Fund*   Pro forma   (Fund A +   Pro forma   Fund B +
    (Fund A)   (Fund B)   (Fund C)   Adjustments   Fund C)   Adjustments   Fund C)
                             
Net Assets:
   $29,990   $709,068   $1,289,843   $0   $1,319,833   $0   $2,028,901
    (Class A Shares)   (Class A Shares)   (Class A Shares)       (Class A Shares)       (Class A Shares)
    $36,171   $220,298   $96,106   $0   $132,277   $0   $352,575
    (Class B Shares)   (Class B Shares)   (Class B Shares)       (Class B Shares)       (Class B Shares)
    $12,019   $132,176   $68,528   $0   $80,547   $0   $212,723
    (Class C Shares)   (Class C Shares)   (Class C Shares)       (Class C Shares)       (Class C Shares)
    $1,530   $45,374   $272,295   $0   $273,825   $0   $319,199
    (Class Y Shares)   (Class Y Shares)   (Institutional Shares)       (Institutional Shares)       (Institutional Shares)
Net Asset Value Per Share:   $10.67   $17.21   $20.62   $(10.67)   $20.62   $(27.88)   $20.62
    (Class A Shares)   (Class A Shares)   (Class A Shares)       (Class A Shares)       (Class A Shares)
    $10.46   $16.07   $19.03   $(10.46)   $19.03   $(26.53)   $19.03
    (Class B Shares)   (Class B Shares)   (Class B Shares)       (Class B Shares)       (Class B Shares)
    $10.45   $16.29   $18.99   $(10.45)   $18.99   $(26.74)   $18.99
    (Class C Shares)   (Class C Shares)   (Class C Shares)       (Class C Shares)       (Class C Shares)
    $10.79   $18.16   $21.24   $(10.79)   $21.24   $(28.95)   $21.24
    (Class Y Shares)   (Class Y Shares)   (Institutional Shares)       (Institutional Shares)       (Institutional Shares)
Shares Outstanding:   2,811   41,200   62,543   (1,356)   63,998   (8,174)   98,380
    (Class A Shares)   (Class A Shares)   (Class A Shares)       (Class A Shares)       (Class A Shares)
    3,459   13,712   5,051   (1,557)   6,953   (3,690)   18,532
    (Class B Shares)   (Class B Shares)   (Class B Shares)       (Class B Shares)       (Class B Shares)
    1,150   8,113   3,608   (517)   4,241   (1,671)   11,200
    (Class C Shares)   (Class C Shares)   (Class C Shares)       (Class C Shares)       (Class C Shares)
    142   2,499   12,821   (70)   12,893   (433)   15,029
    (Class Y Shares)   (Class Y Shares)   (Institutional Shares)       (Institutional Shares)       (Institutional Shares)
 
* The Goldman Sachs Capital Growth Fund will be the accounting survivor for financial statement purposes.
* * * * *

15

 

ADDITIONAL INFORMATION ABOUT THE REORGANIZATION
Risks of Investing in the AXA Enterprise Fund and the GST Fund
      All of the principal risks applicable to the AXA Enterprise Fund and the GST Fund are summarized in the table appearing above under “Comparison of Principal Risk Factors” and are described in more detail in the table that follows below. More information about certain types of portfolio securities and investment techniques, and their associated risks, is provided in Appendix A to the prospectuses of the GST Fund. You should consider the investment risks discussed in this section and the prospectuses of the GST Fund, which are important to your investment choice.
      The GST Fund and AXA Enterprise Fund will be subject to the risks associated with equity investments. “Equity investments” may include common stocks, preferred stocks, interests in real estate investment trusts, convertible debt obligations, convertible preferred stocks, equity interests in trusts, partnerships, joint ventures, limited liability companies and similar enterprises, warrants, stock purchase rights and synthetic and derivative instruments that have economic characteristics similar to equity securities. In general, the values of equity investments fluctuate in response to the activities of individual companies and in response to general market and economic conditions. Accordingly, the values of the equity investments that the AXA Enterprise Fund and GST Fund hold may rise or decline over short or extended periods. The stock markets tend to be cyclical, with periods when stock prices generally rise and periods when prices generally decline. This volatility means that the value of an investment in an AXA Enterprise Fund or GST Fund may increase or decrease. Recently, certain stock markets have experienced substantial price volatility.
     
Principal Investment Risk   Funds Denoting Risk as a Principal Risk
     
Net Asset Value Risk — The risk that the net asset value of a Fund and the value of your investment will fluctuate.
   GST Fund

AXA Enterprise Fund
 
Stock Risk — The risk that stock prices have historically risen and fallen in periodic cycles. The value of such securities will change based on changes in a company’s financial condition and in overall market and economic conditions. In recent years, U.S. and foreign stock markets have experienced substantial price volatility.
   GST Fund

AXA Enterprise Fund
 
Management Risk — The risk that a strategy used by the Fund’s investment adviser or sub-adviser may fail to produce the intended results.
   GST Fund

AXA Enterprise Fund
 
Market Risk — The risk that the value of the securities in which a Fund invests may go up or down in response to the prospects of individual companies, particular industry sectors and/or general economic conditions. Price changes may be temporary or last for extended periods. A Fund’s investments may be overweighted from time to time in one or more industry sectors, which will increase the Fund’s exposure to risk of loss from adverse developments affecting those sectors.
   GST Fund

AXA Enterprise Fund
 
Interest Rate Risk — The risk that when interest rates increase, securities held by a fund will decline in value. Long-term fixed-income securities will normally have more price volatility because of this risk than short-term fixed-income securities.
   GST Fund

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Principal Investment Risk   Funds Denoting Risk as a Principal Risk
     
Credit/Default Risk — The risk that an issuer or guarantor of a security or of a fixed-income security held by a Fund may default on its obligation to pay interest and repay principal.
   GST Fund
 
Derivatives Risk — The risk that loss may result from a Fund’s investments in options, futures, swaps, structured securities and other derivative instruments. These instruments may be leveraged so that small changes may produce disproportionate losses to a Fund.
   GST Fund
 
Liquidity Risk — The risk that a Fund will not be able to pay redemption proceeds within the time period stated in its prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. Funds that invest in small and mid-capitalization stocks, real estate investment trusts, and emerging country issuers will be especially subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities within particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions whether or not accurate.
   GST Fund
 
Investment Style Risk — Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A Fund may outperform or underperform other funds that employ a different investment style. Examples of different investment styles include growth and value investing. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential. Growth companies are often expected by investors to increase their earnings at a certain rate. When these expectations are not met, investors can punish the stock inordinately even if earnings showed an absolute increase. Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market. Growth oriented funds will typically underperform when value investing is in favor. Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.
   GST Fund

AXA Enterprise Fund

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Principal Investment Risk   Funds Denoting Risk as a Principal Risk
     
Foreign Risk — The risk that when a Fund invests in foreign securities, it will be subject to risk of loss not typically associated with domestic issuers. Loss may result because of less foreign government regulation, less public information and less economic, political and social stability. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions. A Fund will also be subject to the risk of negative foreign currency rate fluctuations. Foreign risks will normally be greatest when a Fund invests in issuers located in emerging countries.
   GST Fund

AXA Enterprise Fund
 
Emerging Countries Risk — The securities markets of Asian, Latin, Central and South American, Eastern European, Middle Eastern, African and other emerging countries are less liquid, are especially subject to greater price volatility, have smaller market capitalizations, have less government regulation and are not subject to as extensive and frequent accounting, financial and other reporting requirements as the securities markets of more developed countries. Further, investment in equity securities of issuers located in certain emerging countries involves risk of loss resulting from problems in share registration and custody and substantial economic and political disruptions. These risks are not normally associated with investments in more developed countries.
   GST Fund

AXA Enterprise Fund
 
Initial Public Offering (“IPO”) Risk — The risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When a Fund’s asset base is small, a significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance.
   GST Fund
 
Issuer-Specific Risk — The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the market as a whole. The Fund could lose all of its investment in a company’s securities.
   GST Fund

AXA Enterprise Fund
 
Large-Capitalization Risk — Larger more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended period of economic expansion.
   GST Fund

AXA Enterprise Fund

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Principal Investment Risk   Funds Denoting Risk as a Principal Risk
     
Small- and Mid-Capitalization Risk — Risk is greater for the securities of small- and mid-capitalization companies because they generally are more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources. The securities of small- and mid-capitalization companies also may trade less frequently and in smaller volume than larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the fund may experience difficulty in purchasing or selling such securities at the desired time and price. In general, these risks are greater for small-capitalization companies than for mid-capitalization companies.
   AXA Enterprise Fund
 
Sub-adviser Selection Risk — The risk that the process for selecting or replacing a sub-adviser and the decision to select or replace a sub-adviser does not produce the intended result.
   AXA Enterprise Fund
Reasons for the Reorganization and Board Considerations
      The Enterprise Group Directors, including the Independent Enterprise Group Directors, have determined that the Reorganization is in the best interest of the shareholders of the AXA Enterprise Fund, and that the interests of the current shareholders of the AXA Enterprise Fund will not be diluted as a result of the Reorganization. The Enterprise Group Directors, including the Independent Enterprise Group Directors, also have considered and unanimously approved the terms and conditions of the Reorganization Agreement. The following sets forth in greater detail the steps taken by the Enterprise Group Directors in arriving at these conclusions.
      Background. At a meeting held on October 23, 2006, AXA Financial and ECM (“AXA”) informed the Enterprise Group Directors that they had entered into an agreement with GSAM under which GSAM would acquire certain assets associated with AXA’s retail mutual fund business and AXA would use its reasonable best efforts to effect the Reorganization. AXA also informed the Enterprise Group Directors that, in consideration for these assets, the opportunity to manage additional assets after the proposed Reorganization and covenants from AXA, including its assistance in facilitating the Reorganization, GSAM agreed to pay AXA an amount based on the assets of the AXA Enterprise Fund at the time of the Reorganization. AXA then noted that the Reorganization was subject to the approval of the Enterprise Group Directors and the shareholders of the AXA Enterprise Fund, satisfactory completion of due diligence and execution of the Reorganization Agreement. AXA stated that it proposed to present the Reorganization to the Enterprise Group Directors for their consideration and approval at meetings later in 2006 and noted that the Enterprise Group Directors would receive additional information regarding the Reorganization in advance of such meetings.
      Board Considerations. In addition to the October 23 meeting, the Board also met on December 1, December 13 and December 29, 2006 to consider the proposed Reorganization. The Independent Enterprise Group Directors, together with their independent legal counsel, also met in executive session at the October 23, December 1 and December 13 meetings to consider the Reorganization. In connection with these meetings, the Enterprise Group Directors requested, and AXA and GSAM provided in advance of the meetings, detailed information about the proposed Reorganizations, including information regarding: (1) the reputation, financial strength and capabilities of GSAM and its affiliates; (2) GSAM’s experience with and capabilities managing mutual funds; (3) the investment objectives and policies of the GST Fund and their relative compatibility with those of the AXA Enterprise Fund; (4) the historical investment performance records of the GST Fund and the AXA Enterprise Fund, relative to each other; (5) the investment advisory and total expenses payable and paid by the GST Fund (including pro forma expense information), as compared with those of the AXA Enterprise Fund; (6) the qualifications and experience of the GSAM investment personnel managing the GST Fund; (7) Goldman Sachs’ distribution capabilities, the distribution and shareholder servicing arrangements (including Rule 12b-1

19

 

fees) and the sales charge structures of the GST Fund share classes, as compared with those of the AXA Enterprise Fund; (8) the reputation and capabilities of certain service providers for the GST Fund; (9) the current size of the GST Fund and the prospects for its future growth, as compared to the AXA Enterprise Fund; (10) alternatives to the Reorganization, including restructuring with different funds and liquidating the AXA Enterprise Fund; (11) the terms of the proposed Reorganization Agreement, including the anticipated tax-free nature of the transaction for the AXA Enterprise Fund and its shareholders and that the AXA Enterprise Fund would not bear any fees, expenses or explicit brokerage commissions in connection with the Reorganization; and (12) potential benefits of the Reorganization to AXA and GSAM and their respective affiliates. At each meeting, AXA representatives discussed, and the Independent Enterprise Group Directors reviewed (with the assistance of independent legal counsel), information regarding the Reorganization. In addition, at the December 13, 2006 meeting, representatives of GSAM met with the Enterprise Group Directors to discuss GSAM, the GST Fund and the proposed Reorganization.
      At the December 1 and December 13, 2006 meetings, AXA and GSAM (only with respect to the December 13 meeting) personnel were interviewed by the Enterprise Group Directors regarding GSAM, the GST Funds and the proposed Reorganization. GSAM reviewed, among other things, information regarding its investment advisory business and the organizational and operational structure of the GSAM family of funds, including its various service providers. AXA and GSAM noted that GSAM serves as the investment adviser to the GST Fund and would continue to serve in that capacity after the Reorganization. AXA and GSAM then reviewed GSAM’s investment advisory experience, capabilities and processes in managing funds with investment objectives and policies that are similar to the AXA Enterprise Fund. GSAM also reviewed the qualifications and experience of its portfolio managers for the GST Fund. AXA and GSAM also reviewed the experience and capabilities of the other service providers that provide services to the GST Fund.
      AXA and GSAM stated that the investment objectives, policies and strategies and principal risks of the AXA Enterprise Fund and the GST Fund are similar. They also noted that the GST Fund is larger than the AXA Enterprise Fund, which would offer shareholders of the AXA Enterprise Fund additional opportunity for diversification of investments and economies of scale as shareholders of the GST Fund.
      AXA and GSAM also stated that it is expected that, while the advisory fee for the GST Fund is higher than that of the AXA Enterprise Fund, the net annual operating expense ratio of each class of shares of the GST Fund after the Reorganization would be lower than that of the corresponding class of shares of the AXA Enterprise Fund. GSAM also reviewed the performance of the GST Fund and the AXA Enterprise Fund for various periods ended September 30, 2006 and noted that the performance of the GST Fund generally was more favorable or compared reasonably to that of the AXA Enterprise Fund, although there is no guarantee or assurance as to the future performance of the GST Fund.
      AXA and GSAM also reviewed with the Board the distribution and shareholder servicing arrangements for the GST Fund, including the sales load structures for each class of Shares. GSAM noted that the sales load structures generally are similar, except that Class A Shares of the GST Fund are subject to a higher front-end sales load but a lower Rule 12b-1 fee than the AXA Enterprise Fund.
      AXA and GSAM also reviewed with the Board the terms and conditions of the Reorganization Agreement, noting that the Reorganization is expected to be tax-free to the AXA Enterprise Fund and its shareholders. They also noted that AXA and GSAM would bear the costs associated with the Reorganization, including the costs of obtaining shareholder approval of the Reorganization and the explicit brokerage commissions on portfolio transactions incurred in connection with the Reorganization. They also noted that shareholders of the AXA Enterprise Fund would not pay any sales charges in connection with the Reorganization.
      AXA and GSAM also noted that the interests of the shareholders would not be diluted by the Reorganization because the Reorganization would be effected on the basis of each participating Fund’s net asset value.
      AXA and GSAM also reviewed information regarding potential benefits of the Reorganization to AXA and GSAM, respectively, including those under the purchase agreement between AXA and GSAM. They also noted that the Reorganization was part of a larger set of reorganizations involving the AXA Enterprise Fund, 14 funds of the Enterprise Trust and 12 funds of Multimanager Trust. AXA also noted that GSAM had agreed to use its

20

 

best efforts to assure compliance with the conditions of Section 15(f) of the 1940 Act. Section 15(f) provides a non-exclusive safe harbor for an investment adviser or any affiliated persons thereof to receive any amount or benefit in connection with a sale of securities of, or any other interest in, such adviser which results in an assignment of an investment advisory contract with an investment company as long as two conditions are met. First, no “unfair burden” maybe imposed on the investment company as a result of the transaction, or any express or implied terms, conditions or understandings applicable thereto. As defined in the 1940 Act, the term “unfair burden” includes any arrangement during the two-year period after which such transaction occurs whereby the investment adviser (or predecessor or successor adviser) or any interested person of any such adviser receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter of the investment company). The Enterprise Group Directors were advised that AXA and GSAM were not aware of any circumstances relating to the Reorganization that might result in the imposition of an “unfair burden” on the AXA Enterprise Fund. Second, during the three-year period immediately following the change of control, at least 75% of an investment company’s board of directors must not be “interested persons” of the investment adviser or the predecessor investment adviser within the meaning of the 1940 Act. The GST Board of Trustees currently satisfies and intends to continue to satisfy this condition.
      At the Enterprise Group Directors meeting held on December 29, 2006, the Enterprise Group Directors reviewed additional information regarding the proposed Reorganization. At that meeting, the Enterprise Group Directors determined that, based on the representations and information from AXA and GSAM, the Reorganization was in the best interest of the shareholders of the AXA Enterprise Fund, and that the interests of the current shareholders of the AXA Enterprise Fund would not be diluted as a result of the Reorganization. The Enterprise Group Directors also considered and unanimously approved the terms and conditions of the Reorganization Agreement. The Board’s conclusion was based on a number of factors, including the following:
  • The Reorganization will enable shareholders of the AXA Enterprise Fund to continue their investment in a GST Fund that has similar investment objectives, policies and risks as the AXA Enterprise Fund and which is part of a substantially larger, more diversified family of funds with increased potential for asset growth and the benefits of that growth resulting from economies of scale and greater portfolio diversification.
 
  • GSAM has substantial experience, qualifications and capabilities in managing mutual funds with similar investment objectives and policies as the AXA Enterprise Fund.
 
  • The historical investment performance record of the GST Fund for the periods reviewed generally compared reasonably to that of the AXA Enterprise Fund, although there is no guarantee or assurance as to the future performance of the GST Fund.
 
  • The net annual operating expense ratio of each class of shares of the GST Fund after the Reorganization is expected to be lower than that of the corresponding class of shares of the corresponding AXA Enterprise Fund.
 
  • The distribution and shareholder servicing arrangements compare favorably to those of the AXA Enterprise Fund. In addition, as a result of the Reorganizations, each shareholder of the AXA Enterprise Fund would receive shares of a corresponding class of the corresponding GST Fund that has a similar sales charge and Rule 12b-1 fee structure. Although the Class A Shares of the GST Fund generally have a higher front-end sales load than Class A Shares of the AXA Enterprise Fund, the ongoing Rule 12b-1 fee for Class A Shares of the GST Fund is lower than that of the AXA Enterprise Fund.
 
  • As a result of the Reorganization, each shareholder of the AXA Enterprise Fund would hold, immediately after the Reorganization, shares of the corresponding class of the GST Fund having an aggregate value equal to the aggregate value of those AXA Enterprise Fund Shares held immediately before the Effective Time of the Reorganization.

21

 

  • Goldman Sachs has substantial distribution capabilities for the GST Fund, which is reasonably likely to lead to future growth of the GST Fund.
 
  • The Reorganization is expected to be tax-free for the AXA Enterprise Fund and its shareholders.
 
  • The AXA Enterprise Fund would not bear any of the expenses of the proposed Reorganization.
      On the basis of the foregoing and other representations and information provided to it and its evaluation of those representations and information, the Enterprise Group Directors, including the Independent Enterprise Group Directors, voted unanimously to approve the Reorganization Agreement with respect to the AXA Enterprise Fund and to recommend that the shareholders also approve the Reorganization.
The Reorganization Agreement
      The following summary of the Reorganization Agreement is qualified in its entirety by reference to the Reorganization Agreement attached to this Proxy/ Prospectus as Appendix A.
      The Reorganization Agreement provides that with respect to the AXA Enterprise Fund: (1) all of the AXA Enterprise Fund’s assets will be acquired, and all of its liabilities (other than those liabilities specifically excluded under the Reorganization Agreement) will be assumed, by the GST Fund in exchange for Class A Shares, Class B Shares, Class C Shares and Institutional Shares (collectively, “GST Shares”), (2) such GST Shares will be distributed to the shareholders of the Class A Shares, Class B Shares, Class C Shares and Class Y Shares, respectively, of the AXA Enterprise Fund, and (3) the AXA Enterprise Fund will liquidate.
      Subject to the satisfaction of the conditions described below, the Reorganization is scheduled to occur immediately before the opening of business on April 30, 2007 or on a later date as the Enterprise Group and GST may agree (the “Effective Time of the Reorganization”).
      Generally, with respect to the Reorganization, each shareholder of the AXA Enterprise Fund will receive the number of full and fractional (to the third decimal place) Class A Shares, Class B Shares, Class C Shares or Institutional Shares of the GST Fund equal in value to the value of the Class A Shares, Class B Shares, Class C Shares or Class Y Shares, respectively, of the AXA Enterprise Fund held as of the close of regularly scheduled trading on the New York Stock Exchange (“NYSE”) on the business day preceding the Effective Time of the Reorganization or other agreed upon time and date (the “Valuation Time”). Immediately upon receipt of GST Fund shares, the AXA Enterprise Fund will distribute pro rata to its shareholders of record as of the Valuation Time in complete liquidation thereof the shares of the GST Fund received by the AXA Enterprise Fund in the Reorganization. The transactions described above are summarized in the following table.
     
AXA Enterprise Fund   GST Fund
     
AXA Enterprise Growth Fund
Class A Shares
Class B Shares
Class C Shares
Class Y Shares
   Goldman Sachs Capital Growth Fund†
   Class A Shares
   Class B Shares
   Class C Shares
   Institutional Shares
 
† It is also proposed that the AXA Enterprise Large Cap Growth Fund of the AXA Enterprise Funds Trust be reorganized into the Goldman Sachs Capital Growth Fund. A separate proxy statement/ prospectus is being mailed to shareholders of the AXA Enterprise Large Cap Growth Fund shareholders.
     Each such distribution by the AXA Enterprise Fund’s shares will be accomplished by the transfer of the GST Fund’s shares then credited to the account of the AXA Enterprise Fund on the GST Fund’s share records to open accounts on those share records in the names of the record shareholders of the AXA Enterprise Fund. The aggregate net asset values of the Class A Shares, Class B Shares, Class C Shares and Institutional Shares of the GST Fund to be credited to the accounts of the AXA Enterprise Fund’s shareholders will be equal to the aggregate net asset values of the Class A Shares, Class B Shares, Class C Shares and Class Y Shares, respectively, of the AXA Enterprise Fund owned by such shareholders at the Valuation Time. All issued and outstanding shares of the AXA Enterprise Fund will simultaneously be canceled on its share records.

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      Under the Reorganization Agreement, Enterprise Group and GST will not bear any fees, expenses or explicit brokerage commissions in connection with the transactions contemplated by the Reorganization Agreement. All of the fees, expenses and explicit brokerage commissions in connection with entering into and carrying out these transactions will be paid by ECM or GSAM (or any affiliate thereof).
      The Reorganization Agreement provides that the GST Fund will assume all obligations of the AXA Enterprise Fund to indemnify the Enterprise Group Independent Directors against all liabilities and expenses to the extent provided by Enterprise Group’s Articles of Incorporation and By-laws.
      The Reorganization Agreement contains a number of representations and warranties made by Enterprise Group to GST related to, among other things, its legal status, compliance with laws and regulations and financial position (section 4.1) and similar representations and warranties made by GST to Enterprise Group (section 4.2). The Reorganization Agreement contains a number of conditions precedent that must occur before either Enterprise Group or GST is obligated to proceed with the Reorganization (Article VI). These include, among others, that: (1) the shareholders of the AXA Enterprise Fund approve the Reorganization Agreement with respect thereto; (2) Enterprise Group receives from GST’s legal counsel, and GST receives from Enterprise Group’s legal counsel, certain opinions supporting the representations and warranties made by each party regarding legal status and compliance with laws and regulations (including an opinion from the GST’s counsel that the shares issued in the Reorganization will be validly issued, fully paid and non-assessable); (3) both Enterprise Group and GST receive from GST’s counsel the tax opinion discussed below under “Federal Income Tax Consequences;” and (4) both Enterprise Group and GST receive certain certificates from the other’s officers concerning the continuing accuracy of its representations and warranties made in the Reorganization Agreement.
      The Reorganization Agreement may be terminated and the Reorganization abandoned at any time prior to the Effective Time of the Reorganization by: (1) the mutual written consent of Enterprise Group and GST; or (2) either Enterprise Group or GST (a) following any material breach by the other of any of its representations, warranties or covenants contained in the Reorganization Agreement, if such breach is not cured within 10 business days; (b) if any applicable condition precedent is not satisfied by December 31, 2007; (c) upon the occurrence of an event that has a material adverse effect upon the other or a Fund thereof; (d) if the Effective Time does not occur by December 31, 2007; or (e) following a determination by its Board that the consummation of the Reorganization is not in the best interest of its shareholders.
      Approval of the Reorganization requires the affirmative vote of at least two-thirds of the shares of the AXA Enterprise Fund entitled to be voted at the Special Meeting. See the section of this Proxy/ Prospectus entitled “Voting Information” for more information.
      At the same time that shareholders are being asked to approve the reorganization of the AXA Enterprise Fund into the GST Fund, it is expected that, subject to shareholder approval requested in separate proxy statements, fourteen additional portfolios of the AXA Enterprise Funds Trust and twelve portfolios of AXA Enterprise Multimanager Funds Trust will be reorganized into corresponding funds of GST. In this regard, it is proposed that in addition to the AXA Enterprise Fund, the AXA Enterprise Large Cap Growth Fund of the AXA Enterprise Funds Trust will be reorganized into the GST Fund. The Reorganization will be completed whether or not the reorganization of the AXA Enterprise Fund Trust or AXA Enterprise Multimanager Funds Trust portfolios are completed.
      The Reorganization Agreement also provides that in order to facilitate the transfer of the assets of the AXA Enterprise Fund at the Effective Time of the Reorganization, GSAM may request that ECM use its commercially reasonable best efforts, subject to its fiduciary duty and that of the investment sub-adviser to the AXA Enterprise Fund, to limit or cease portfolio trading on behalf of the AXA Enterprise Fund for a period of up to three days prior to the Valuation Time of the Reorganization.
      Although the AXA Enterprise Fund has a similar investment objective and principal strategies to the GST Fund, some of the AXA Enterprise Fund’s holdings may not be permissible portfolio holdings of the GST Fund. Therefore, some portion of the AXA Enterprise Fund’s securities holdings may be sold prior to or immediately following the Reorganization. In addition, GSAM anticipates selling a portion of the AXA Enterprise Fund’s holdings shortly after the Reorganization. To the extent that the AXA Enterprise Fund’s securities holdings are

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sold prior to the Reorganization, the proceeds of such sales will be held in temporary investments or reinvested in assets that the GST Fund may hold. The possible need for a Fund to dispose of certain portfolio investments in connection with the Reorganization could result in selling such investments at a disadvantageous time and price. The sale of securities either prior to the Reorganization or shortly thereafter could result in the AXA Enterprise Fund or the GST Fund realizing gains (which may be taxable) or losses that would not otherwise have been realized but for the Reorganization. Such a sale of assets and the reinvestment of the proceeds would involve brokerage and other transactional costs. In that event, GSAM will pay the explicit brokerage commissions resulting from portfolio transactions executed on behalf of either Fund in connection with the Reorganization.
      If the Reorganization is approved, AXA Enterprise Fund shareholders who do not wish to have their AXA Enterprise Fund shares exchanged for shares of the GST Fund as part of the Reorganization should redeem their shares prior to the consummation of the Reorganization. If you redeem your shares, you may recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them. In addition, if you redeem your shares prior to the Reorganization and your shares are subject to a CDSC, your redemption proceeds will be reduced by any applicable sales charge.
Description of the Securities to be Issued
      Shareholders of the AXA Enterprise Fund as of the Effective Time of the Reorganization will receive full and/or fractional Class A Shares, Class B Shares, Class C Shares and Institutional Shares of the GST Fund in accordance with the procedures provided for in the Reorganization Agreement, as described above. The GST Fund shares to be issued in connection with the Reorganization will be fully paid and non-assessable when issued, and will have no preemptive or conversion rights (except that Class B Shares of the GST Fund convert to Class A Shares of the same Fund approximately eight years after purchase). The rights of shareholders of Enterprise Group and GST are comparable. For more information, see “Comparison of Enterprise Group’s and GST’s Charter Documents” below and “Comparison of Shareholder Transactions and Services of the AXA Enterprise Fund and GST Fund” in Appendix D.
Federal Income Tax Consequences
      The exchange of the AXA Enterprise Fund’s assets for the GST Fund Shares and its assumption of substantially all of the liabilities of the AXA Enterprise Fund pursuant to the Reorganization Agreement is intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368(a) of the Code. As a condition to the closing of the Reorganization, Enterprise Group and GST will receive the opinion of Drinker Biddle & Reath LLP, counsel to GST, to the effect that on the basis of the existing provisions of the Code, Treasury regulations thereunder, current administrative rulings and pronouncements and court decisions, and certain facts, qualifications, assumptions and representations, for federal income tax purposes:
(1) the Reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and the GST Fund and AXA Enterprise Fund will be a “party to a reorganization” within the meaning of Section 368(b) of the Code;
 
(2) the AXA Enterprise Fund will recognize no gain or loss (a) upon the transfer of its assets to the GST Fund in exchange for GST Fund shares and the assumption of the liabilities of the AXA Enterprise Fund, and (b) upon the distribution of those shares to the shareholders of the AXA Enterprise Fund;
 
(3) the GST Fund will recognize no gain or loss upon the receipt of the assets of the AXA Enterprise Fund in exchange for shares of such GST Fund and the assumption of the liabilities of the AXA Enterprise Fund;
 
(4) the tax basis in the hands of the GST Fund of each asset of the AXA Enterprise Fund transferred to such GST Fund in the Reorganization will be the same as the basis of that asset in the hands of the AXA Enterprise Fund immediately before the transfer;
 
(5) the holding period of each asset of the AXA Enterprise Fund in the hands of the GST Fund will include the period during which that asset was held by the AXA Enterprise Fund;

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(6) the shareholders of the AXA Enterprise Fund will recognize no gain or loss upon their receipt of shares of the GST Fund;
 
(7) the aggregate tax basis of the GST Fund shares received by each shareholder of the AXA Enterprise Fund will equal the aggregate tax basis of the AXA Enterprise Fund shares surrendered in exchange therefor;
 
(8) the holding period of the GST Fund shares received by the AXA Enterprise Fund shareholder will include the holding period of the AXA Enterprise Fund shares surrendered in exchange therefor, provided that the AXA Enterprise Fund shares are held by that shareholder as capital assets on the date of the exchange; and
 
(9) the GST Fund will succeed to and take into account the tax attributes of the AXA Enterprise Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder.
      Shares held for the purpose of investment are generally considered to be capital assets.
      Neither Enterprise Group nor GST has sought a tax ruling from the Internal Revenue Service (“IRS”). The opinion of counsel is not binding on the IRS nor does it preclude the IRS from adopting a contrary position.
      At or before the Valuation Time, the AXA Enterprise Fund will pay a dividend that, together with all previous dividends, will have the effect of distributing to its shareholders all of its investment company taxable income (computed without regard to any deduction for dividends paid) (and net tax-exempt income, if any) for all taxable periods or years ending at or before the Effective Time of the Reorganization and all of its net capital gain, if any, after reduction for any capital loss carry forwards recognized in those periods or years. Any such dividends will generally be included in the taxable income of the AXA Enterprise Fund’s shareholders. The sale of securities by the AXA Enterprise Fund prior to the Reorganization, whether in the ordinary course of business or in anticipation of the Reorganization, could increase the amount of the final distribution made by the AXA Enterprise Fund prior to the Reorganization.
      As a result of the Reorganization, the GST Fund will succeed to the tax attributes of the AXA Enterprise Fund, except that the amount of capital loss carryforwards of the AXA Enterprise Fund that the GST Fund may use to offset capital gains it recognizes after its Reorganization will be subject to an annual limitation under Sections 382 and 383 of the Code. In general, the limitation for each taxable year will equal the sum of (1) the product of the net asset value (“NAV”) of the AXA Enterprise Fund as of the Effective Time of the Reorganization (the “AXA Enterprise Fund’s NAV”) multiplied by the “long-term tax-exempt rate” (which is a market-based rate published by the IRS each month) for the month in which the Effective Time occurs plus (2) the amount of any net unrealized built-in gain of the AXA Enterprise Fund as of the Effective Time of the Reorganization that the GST Fund recognizes in any taxable year all or part of which is in the period through the fifth anniversary of the Reorganization (as long as the amount of net unrealized built-in gain is greater than the lesser of (i) 15% of the AXA Enterprise Fund’s NAV or (ii) $10,000,000). The annual limitation will be proportionately reduced for the portion of the GST Fund’s current taxable year after the Effective Time of the Reorganization and for any subsequent short taxable year.
      The GST Fund anticipates selling portions of the portfolio holdings received from AXA Enterprise Fund after the Reorganization. The sale of these securities after the Reorganization will result in the GST Fund recognizing gains and/or losses that it would not otherwise have realized were it not for the Reorganization. If the net effect of these additional gains and/or losses is an increase in the GST Fund’s net short-term or long-term capital gain for the current calendar year and/or fiscal year, the amount of its taxable distributions to shareholders may likely be increased.
      Shareholders should consult their own tax advisers concerning the potential tax consequences of each Reorganization to them, including foreign, state and local tax consequences.

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Comparison of Enterprise Group’s and GST’s Charter Documents
      Enterprise Group is organized as a Maryland corporation. GST is organized as a Delaware statutory trust. The operations of Enterprise Group are governed by Enterprise Group’s Articles of Incorporation (the “Enterprise Group Charter”), By-laws and applicable Maryland law. The operations of GST are governed by GST’s Agreement and Declaration of Trust (the “GST Charter”), By-laws and applicable Delaware law. The operations of both Enterprise Group and GST are also subject to the provisions of the 1940 Act, the rules and regulations of the SEC thereunder and applicable state securities laws. The provisions of the Enterprise Group charter differ in some respects from GST’s Charter. The following is only a summary of certain of the differences between Enterprise Group and the Enterprise Group Charter, on the one hand, and GST and the GST Charter, on the other. It is not a complete list of differences.
      Directors of Enterprise Group and Trustees of GST
      Subject to the provisions of the GST Charter, the operations of the GST Funds are supervised by GST’s Board of Trustees and, subject to the provisions of the Enterprise Group Charter, the operations of Enterprise Group are supervised by Enterprise Group’s Board of Directors. The responsibilities, powers and fiduciary duties of the GST Trustees are similar to those of the Enterprise Group Directors. The GST Charter permits GST’s Board of Trustees to remove a Trustee with or without cause at any time by a written instrument signed by at least a majority of the then Trustees specifying the effective date of removal or by the vote of holders of shares of beneficial interest of two-thirds of the outstanding shares of GST at a meeting of the shareholders. In addition, in accordance with the current resolutions of the GST board of Trustees, which may be changed by the GST Trustees without shareholder vote, each GST Trustee may serve as a trustee until the date the GST Trustee attains the age of 72 years.
      Shareholders of the Enterprise Group may remove an Enterprise Group Director with or without cause at any time by the affirmative vote of a majority of all the votes entitled to be cast generally for the election of directors. A special meeting of the shareholders will be called by the Enterprise Group’s Secretary upon the written request of the holder or holders of at least 25 percent of the votes entitled to be cast at the meeting. The Enterprise Group Charter provides that commencing with any election of Directors held after January 1, 2005, no Director shall be elected a Director of Enterprise Group after attaining the age of 72.
      The GST Charter permits the GST Trustees to amend the GST Charter without a shareholder vote. However, shareholders of GST have the right to vote on any amendment: (1) that would adversely affect the voting rights of shareholders; (2) that is required by law to be approved by shareholders; (3) that would amend the provisions of the GST Charter regarding amendments thereto; or (4) that the GST Trustees determine to submit to shareholders.
      Except in limited circumstances specified by Maryland law, the Enterprise Group Directors may not amend the Enterprise Group Charter without a shareholder vote.
      Liability and Indemnification of Enterprise Group and GST Trustees
      To protect the GST Trustees against certain liabilities, the GST Charter provides that if the GST Trustees have exercised reasonable care and have acted under reasonable belief that their actions are in the best interests of GST, the GST Trustees shall not be responsible or liable for any action or omission or for neglect or wrongdoing of them or any officer, agent, employee, investment adviser or independent contractor of GST; however, nothing in the GST Charter protects a GST Trustee against any liability to GST or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
      In addition, the GST Charter provides for indemnification of Trustees, officers, employees and agents of GST unless the recipient is adjudicated: (1) to be liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office; or (2) not to have acted in good faith in the reasonable belief that such person’s actions were in the best interest of GST.

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      Enterprise Group’s Charter and By-laws provide that each director and officer of Enterprise Group shall be indemnified by Enterprise Group to the full extent permitted under the Maryland General Corporate Law, except that such indemnity shall not protect any such person against any liability for Disabling Conduct. Disabling Conduct includes (a) liability in connection with any proceeding in which it is determined that (i) the act or omission of the director or officer was material to the matter giving rise to the proceeding, and was committed in bad faith or was the result of active and deliberate dishonesty, or (ii) the director or officer actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful, and (b) acts or omissions which would subject the officer or director to liability to Enterprise Group or any security holders arising from the officer’s or director’s willful malfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
      Mutual fund and trustees/directors and officers liability policies insure GST and its Trustees and Enterprise Group and its Directors, subject to the policies’ coverage limits and exclusions and varying deductibles, against loss resulting from claims by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.
      Shareholder Liability
      Under Delaware law, shareholders generally are not personally liable for the obligations of a Delaware statutory trust. A shareholder is entitled to the same limitation of liability extended to stockholders of private, for-profit corporations. Similar statutory or other authority, however, limiting shareholder liability does not exist in certain states. As a result, to the extent that GST or a shareholder is subject to the jurisdiction of courts in those states, the courts may not apply Delaware law, thereby subjecting the shareholder to liability. To guard against this risk, the GST Charter: (1) contains an express disclaimer of shareholder liability for acts or obligations of each GST Fund; and (2) provides for indemnification out of such GST Fund’s property, as applicable, for any shareholder held personally liable for the obligations of the GST Fund. In addition, notice of disclaimer of shareholder liability will normally be given in each agreement, obligation, or instrument entered into or executed by a GST Fund and/or GST. Thus, the risk of a shareholder incurring financial loss beyond his or her investment because of shareholder liability is limited to circumstances in which (1) a court refuses to apply Delaware law; (2) no contractual limitation of liability is in effect; and (3) the applicable GST Fund is unable to meet its obligations to indemnify a shareholder. In light of Delaware law, the nature of the GST Funds’ business and the nature of their assets, GST’s Board of Trustees believes that the risk of personal liability to a shareholder is extremely remote.
      Under Maryland Law, a shareholder of a Maryland corporation who has fully paid the subscription price for the shareholder’s shares generally has no personal liability in excess of the value of the shareholder’s shares.
      Voting Rights of Shareholders of Enterprise Group and GST
      GST is not required to hold annual meetings of shareholders and does not intend to hold such meetings. In the event that a meeting of shareholders is held, each share of GST will be entitled, as determined by the GST Trustees without the vote or consent of shareholders, either to one vote for each share or to one vote for each dollar of net asset value represented by such shares on all matters presented to shareholders including the election of Trustees (this method of voting being referred to as “dollar based voting”). However, to the extent required by the 1940 Act or otherwise determined by the GST Trustees, series and classes of GST will vote separately from each other. Shareholders of GST do not have cumulative voting rights in the election of Trustees. Meetings of shareholders of GST, or any, series or, class thereof, may be called by the GST Trustees, certain officers or upon the written request of holders of 10% or more of the shares entitled to vote at such meetings. The GST Trustees will call a special meeting of shareholders for the purpose of electing Trustees if, at any time, less than a majority of Trustees holding office at the time were elected by shareholders. The GST Charter provides that the shareholders have the power to, vote only with respect to: (1) the election of Trustees to the extent and as provided therein; (2) the removal of Trustees as provided therein; (3) any matter required to be approved by the shareholders under the 1940 Act; (4) the termination of GST under certain circumstances as provided therein; (5) certain amendments of the GST Charter; and (6) with respect to such additional matters relating to GST as

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may be required or authorized by law, the GST Charter or the GST By-laws or any registration of GST with the SEC or any state, or as the GST Trustees may consider desirable.
      Enterprise Group is required to hold annual meetings of shareholders provided that Enterprise Group is not required to hold an annual meeting in any year in which none of the following is required to be acted on by shareholders under the 1940 Act: (1) election of directors, (2) approval of the investment advisory agreement, (3) ratification of the selection of independent public accountants, and (4) approval of a distribution agreement. If any such matter does require action by shareholders under the 1940 Act, such action may be taken or called to be taken at a special or annual meeting of shareholders. In the event that a meeting of shareholders is held, each whole share is entitled to one vote as to any matter on which it is entitled to vote and each fractional share is entitled to a proportionate fractional vote. On any matter submitted to a vote of shareholders, all shares of Enterprise Group then issued and outstanding and entitled to vote must be voted in the aggregate and not by series or class except that: (1) when otherwise expressly required by the Maryland General Corporation Law or the 1940 Act, shares will be voted by individual series or class; (2) only shares of a series or class are entitled to vote on matters concerning only that series or class; and (3) on matters relating to all series or classes, but affecting the series or classes differently, separate votes by such series or classes are required. Shareholders of Enterprise Group do not have cumulative voting rights in the election of Directors. Special meetings of the shareholders may be called at any time by the Board of Directors, the Chairman of the Board, or the President, and shall be called by the Secretary upon the written request of the holder or holders of at least 25% of the votes entitled to be cast at the meeting.
      Termination of Enterprise Group/ GST and its Series or Classes
      The GST Charter permits the termination of GST or any series or class of GST: (1) by a majority of the affected shareholders at a meeting of shareholders of GST, series or class; or (2) by a majority of the GST Trustees without shareholder approval if the GST Trustees determine, in their sole discretion, that such action is in the best interest of GST, such series, such class or their shareholders.
      Under Maryland law, the Enterprise Group Directors may dissolve Enterprise Group or any series upon the approval by a vote of the majority of the directors and upon the approval by a vote of at least two-thirds of all the votes entitled to be cast on the matter.
ADDITIONAL INFORMATION ABOUT THE GST FUND AND THE AXA ENTERPRISE FUND
Investment Advisers and Advisory Fee Information
      The GST Fund is managed on a day-to-day basis by GSAM and GSAM will continue to manage the GST Fund after the Reorganization. As of December 31, 2006, GSAM had assets under management of approximately $           billion.
      ECM currently serves as investment adviser to the AXA Enterprise Fund. Montag & Caldwell, Inc. serves as sub-adviser to the AXA Enterprise Fund.
      The following table shows the investment advisory fees before and after waivers for the AXA Enterprise Fund and the GST Fund. The fees for AXA Enterprise Fund are based on actual expenses for the twelve months ended October 31, 2006. The fees for the GST Fund represent the pro forma annualized advisory fees before and

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after waivers based upon fee arrangements that will be in place upon consummation of the Reorganization. The AXA Enterprise Fund is not large enough to have reached a breakpoint.
                         
    Advisory Fees       Advisory Fees
    Before/After       Before/After
AXA Enterprise Fund   Waivers   GST Fund   Waivers
             
AXA Enterprise Growth Fund*
     0.730%/0.730% 1       Goldman Sachs Capital Growth Fund       1.00%/0.95%2  
 
* Includes Sub-Advisory Fee.
 
1 The AXA Enterprise Fund is charged investment advisory fees by ECM for furnishing advisory and certain administrative services. The advisory fees are equal to the following annual percentages of average daily net assets of the AXA Enterprise Fund:
                                         
Fund   First $1 billion   Next $1 billion   Next $3 billion   Next $5 billion   Thereafter
                     
AXA Enterprise Fund
     0.730 %     0.705 %     0.680 %     0.655 %     0.630 %
2 GSAM is entitled to the following fees, computed daily and payable monthly at the annual rates listed below (as a percentage of the average daily net assets of the GST Fund):
                         
        Over $1 billion    
Fund   First $1 billion   up to $2 billion   Over $2 billion
             
GST Fund
     1.00 %     0.90 %     0.80 %
Other Service Providers
      The Enterprise Group and GST have different service providers. Upon completion of the Reorganization, GST will continue to engage its existing service providers. In all cases, the types of services provided to the Enterprise Group and GST under the service arrangements are substantially similar.
         
    Enterprise Group   GST
         
Distributor   AXA Enterprise Fund Distributors, Inc.   Goldman, Sachs & Co.
Administrator   AXA Equitable   GSAM*
Transfer Agent and Dividend
Disbursing Agent		   Boston Financial Data Services, Inc.   Goldman, Sachs & Co.
Custodian   JPMorgan Chase Bank   State Street Bank & Trust Company
Independent Registered Public
Accounting Firm		   PricewaterhouseCoopers LLP   PricewaterhouseCoopers LLP
 
* GSAM provides administrative services to GST Fund as part of its advisory services for GST Fund.
Administration Arrangements
      GSAM provides various administrative, accounting and corporate secretarial services to the GST Fund. GSAM performs these administrative services for the GST Fund under its Management Agreements with the GST Fund.
      AXA Equitable serves as administrator to the Enterprise Group. AXA Equitable provides fund accounting and compliance services to the Enterprise Group, including coordination of the Enterprise Group’s audit, financial statements and tax returns, expense management and budgeting, legal administrative services and compliance monitoring, portfolio accounting services (including daily net asset value accounting), operational risk management, and oversight of the Enterprise Group’s proxy voting policies and procedures and anti-money laundering program. AXA Equitable receives a fee for its administrative services, computed daily and payable monthly, at an annual rate of 0.055% of the AXA Enterprise Fund’s average net assets.
      J.P. Morgan Investor Services Co. serves as sub-administrator to the Enterprise Group. The sub-administrator provides the Enterprise Group with certain administrative services, including, but not limited to, monitoring of fund compliance and fund accounting services.

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Shareholder Transactions and Services of the AXA Enterprise Fund and GST Fund
      Information concerning applicable sales charges, distribution-related and shareholder servicing-related fees, and purchase, redemption and exchange procedures for the AXA Enterprise Fund and the GST Fund is provided above. Additional information concerning these matters as well as information regarding how each Fund’s net asset value is determined and the dividend and distribution policies for the Funds, is summarized in Appendix D and is described in detail in each Fund’s prospectus.
Financial Highlights
      The following financial highlights table is intended to help you understand the GST Fund’s financial performance for the past five years. Certain information reflects financial results for a single GST Fund share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the GST Fund (assuming reinvestment of all dividends and distributions). The information for the GST Fund has been audited by PricewaterhouseCoopers LLP. PricewaterhouseCoopers LLP’s report and the GST Fund’s financial statements are included in the GST Fund’s annual report, which is available upon request without charge.

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FINANCIAL HIGHLIGHTS
Capital Growth Fund
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
Year - Share Class   of Year   Income (Loss)(a)   Gain (Loss)   Operations   Income   Gains
                         
For the Years Ended August 31,                                        
2006 - A
   $ 20.06     $ (0.08 )   $ 0.65     $ 0.57     $ (0.01 )   $ —  
2006 - B
     18.63       (0.22 )     0.62       0.40       —       —  
2006 - C
     18.60       (0.22 )     0.61       0.39       —       —  
2006 - Institutional
     20.65       —       0.68       0.68       (0.09 )     —  
 
2005 - A
     18.31       0.05  (d)     1.70  (e)     1.75       —       —  
2005 - B
     17.13       (0.09 )(d)     1.59  (e)     1.50       —       —  
2005 - C
     17.10       (0.09 )(d)     1.59  (e)     1.50       —       —  
2005 - Institutional
     18.77       0.13  (d)     1.75  (e)     1.88       —       —  
 
2004 - A
     17.07       (0.05 )     1.29       1.24       —       —  
2004 - B
     16.09       (0.17 )     1.21       1.04       —       —  
2004 - C
     16.07       (0.17 )     1.20       1.03       —       —  
2004 - Institutional
     17.44       0.03       1.30       1.33       —       —  
 
2003 - A
     15.44       —  (c)     1.63       1.63       —       —  
2003 - B
     14.66       (0.11 )     1.54       1.43       —       —  
2003 - C
     14.64       (0.11 )     1.54       1.43       —       —  
2003 - Institutional
     15.71       0.06       1.67       1.73       —       —  
 
2002 - A
     19.76       (0.05 )     (4.24 )     (4.29 )     —       (0.03 )
2002 - B
     18.90       (0.18 )     (4.03 )     (4.21 )     —       (0.03 )
2002 - C
     18.88       (0.18 )     (4.03 )     (4.21 )     —       (0.03 )
2002 - Institutional
     20.02       0.02       (4.30 )     (4.28 )     —       (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)
   Amount is less than $0.005 per share.
(d)
   Reflects income recognized from special dividends which amounted to $0.11 per share and 0.56% of average net assets.
(e)
   Reflects an increase of $0.01 due to payments by affiliates during the period to reimburse certain security claims.

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                        Ratios Assuming No    
                        Expense Reductions    
                             
                    Ratio of       Ratio of    
            Net Assets,   Ratio of   Net Investment   Ratio of   Net Investment    
    Net Asset       at End of   Net Expenses   Income (Loss)   Total Expenses   Income (Loss)   Portfolio
    Value, End   Total   Wear   to Average   to Average   to Average   to Average   Turnover
    of Year   Return(b)   (in 000s)   Net Assets   Net Assets   Net Assets   Net Assets   Rate
                                 
    $ 20.62       2.86 %   $ 1,289,843       1.39 %     (0.41 )%     1.44 %     (0.45 )%     51 %
      19.03       2.15       96,106       2.14       (1.16 )     2.19       (1.21 )     51  
      18.99       2.10       68,528       2.14       (1.16 )     2.19       (1.21 )     51  
      21.24       3.31       272,295       0.99       (0.01 )     1.04       (0.05 )     51  
 
      20.06       9.56       1,374,264       1.39       0.24  (d)     1.45       0.18  (d)     34  
      18.63       8.76       160,575       2.14       (0.48 )(d)     2.20       (0.54 )(d)     34  
      18.60       8.77       81,132       2.14       (0.49 )(d)     2.20       (0.55 )(d)     34  
      20.65       10.02       273,418       0.99       0.68  (d)     1.05       0.62  (d)     34  
 
      18.31       7.26       1,343,848       1.39       (0.26 )     1.47       (0.34 )     43  
      17.13       6.46       196,910       2.14       (1.01 )     2.22       (1.09 )     43  
      17.10       6.41       89,086       2.14       (1.01 )     2.22       (1.09 )     43  
      18.77       7.63       289,239       0.99       0.14       1.07       0.06       43  
 
      17.07       10.56       1,483,768       1.40       0.00       1.48       (0.08 )     17  
      16.09       9.75       226,663       2.15       (0.74 )     2.23       (0.82 )     17  
      16.07       9.77       100,027       2.15       (0.74 )     2.23       (0.82 )     17  
      17.44       11.01       303,840       1.00       0.41       1.08       0.33       17  
 
      15.44       (21.74 )     1,388,868       1.43       (0.29 )     1.47       (0.33 )     11  
      14.66       (22.31 )     238,335       2.18       (1.04 )     2.22       (1.08 )     11  
      14.64       (22.33 )     101,783       2.18       (1.04 )     2.22       (1.08 )     11  
      15.71       (21.41 )     316,020       1.03       0.11       1.07       0.07       11  
 

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      The financial highlights table for the AXA Enterprise Fund appears in the Fund’s Annual Report for the fiscal year ended October 31, 2006, which is incorporated herein by reference.
Materials Incorporated By Reference
      Information about the AXA Enterprise Fund is included in the Prospectus (as supplemented) for Enterprise Group dated March 1, 2006 and the Annual Report for the fiscal year ended October 31, 2006, each of which is incorporated herein by reference.
      Information about the GST Fund is included in the Prospectus (as supplemented) dated December 29, 2006 for the GST Fund, a copy of which accompanies this Proxy/Prospectus and is incorporated herein by reference.
VOTING INFORMATION
General Information
      The Enterprise Group Directors are furnishing this Proxy/Prospectus in connection with the solicitation of proxies for the Special Meeting. It is expected that the solicitation of proxies will be primarily by mail. Officers and service contractors of Enterprise Group and GST may also solicit proxies by telephone or otherwise. In this connection, Enterprise Group may retain                     to assist in the solicitation of proxies. Any expenses incurred as a result of hiring                      will not be borne by Enterprise Group or AXA Enterprise Fund but by ECM or GSAM (or any affiliate thereof). It is estimated that the cost associated with using                      as a proxy solicitor will be approximately $          . Shareholders may vote: (1) by mail, by marking, signing, dating and returning the enclosed proxy ballot(s) in the enclosed postage-paid envelope, (2) by touch-tone voting, or (3) by on-line voting. Any shareholder giving a proxy may revoke it at any time before it is exercised by submitting to Enterprise Group a written notice of revocation or a subsequently executed proxy or by attending the Special Meeting and voting in person.
      Only shareholders of record at the close of business on February 12, 2007 will be entitled to vote at the Special Meeting. On that date, the following AXA Enterprise Fund Shares were outstanding and entitled to be voted:
         
    Shares Outstanding and
Enterprise Group   Entitled to Vote
     
AXA Enterprise Fund
        
      Each whole and fractional share of the AXA Enterprise Fund is entitled to a whole or fractional vote, as the case may be.
      The votes of the shareholders of the GST Fund are not being solicited since their approval or consent is not necessary for the Reorganization to take place.
      If an accompanying proxy is executed and returned in time for the Special Meeting, the shares covered thereby will be voted in accordance with the proxy on all matters that may properly come before the Special Meeting.
Shareholder and Board Approvals
      The Reorganization Agreement is being submitted for approval by AXA Enterprise Fund’s shareholders at the Special Meeting pursuant to Enterprise Group’s Charter and By-Laws, and was unanimously approved by the Enterprise Group Directors at a meeting held on December 29, 2006. A majority of shares of the AXA Enterprise Fund entitled to vote constitutes a quorum at the Special Meeting. Approval of the Reorganization requires the affirmative vote of at least two-thirds of the shares of the AXA Enterprise Fund entitled to be voted at the Special Meeting. A vote for the Reorganization Agreement includes a vote for the Reorganization of the AXA Enterprise Fund; conversely, a vote against the Reorganization Agreement is a vote against the Reorganization of the AXA Enterprise Fund.

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Quorum and Adjournment
      In the event that a quorum is not present at the Special Meeting, one or more adjournment(s) may be proposed to permit further solicitation of proxies. In determining whether to adjourn the Special Meeting with respect to a proposal, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes cast, the nature of any further solicitation and the information to be provided to owners with respect to the reasons for the solicitation. Generally, votes cast in favor of a proposal will be voted in favor of adjournment while votes cast against a proposal will be voted against adjournment.
      Any adjourned session or sessions may be held within 120 days after the original record date without notice except announcement at the Special Meeting. Any such adjournment(s) will require the affirmative vote of a majority of those shares affected by the adjournment(s) that are cast at the Special Meeting in person or by proxy and entitled to vote.
      A quorum is constituted with respect to the AXA Enterprise Fund by the presence in person or by proxy of the holders of a majority of the shares of the AXA Enterprise Fund entitled to vote at the Special Meeting. For purposes of determining the presence of a quorum for transacting business at the Special Meeting, abstentions will be treated as shares that are present at the Special Meeting but which have not been voted. Abstentions will have the effect of a “no” vote for purposes of obtaining the requisite approvals of the Reorganization Agreement. Broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will have the same effect as abstentions.
Principal Shareholders
      As of February 12, 2007, the officers of Enterprise Group and Enterprise Group Directors as a group owned or controlled less than 1% of the AXA Enterprise Fund’s outstanding shares. As of February 12, 2007, the officers and Trustees of the GST Fund as a group owned or controlled less than 1% of the GST Fund’s outstanding shares. The following table sets forth the name, address and share ownership of each person known to Enterprise Group to have ownership with respect to 5% or more of a class of the AXA Enterprise Fund as of February 12, 2007. The type of ownership of each entry listed on the table is record ownership. The percentage of the GST Fund that would be owned by the below named shareholders upon consummation of the Reorganization is expected to decline.
                         
        Class; Amount of   Percentage of   Percentage of
Fund   Name and Address   Shares Owned   Class Owned   Fund Owned
                 
AXA Enterprise Fund
                        
      The following table sets forth the name, address and share ownership of each person known to GST to have ownership with respect to 5% or more of a class of a GST Fund as of February 12, 2007. The type of ownership of each entry listed on the table is record ownership. The percentage of GST Fund that would be owned by the below named shareholder upon consummation of the Reorganization is expected to decline.
                         
        Class; Amount of   Percentage of   Percentage of
Fund   Name and Address   Shares Owned   Class Owned   Fund Owned
                 
GST Fund
                        
      For purposes of the 1940 Act, any person who owns directly or through one or more controlled companies more than 25% of the voting securities of a company is presumed to “control” such company. Accordingly, to the extent that a shareholder identified in the foregoing table is identified as the beneficial holder of more than 25% of a class, or is identified as the holder of record of more than 25% of a class and has voting and/or investment power, it may be presumed to control such class.
      Enterprise Group and GST have been advised by AXA Equitable that the Shares of the AXA Enterprise Fund over which AXA Equitable and its affiliates have voting power will be voted by AXA Equitable either for or against approval of the Reorganization Agreement, or as an abstention, in the same proportion as the Shares held by other shareholders represented in person or by proxy at the Meeting are voted.

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OTHER INFORMATION
Shareholder Proposals
      As a general matter, Enterprise Group does not hold annual meetings of shareholders unless otherwise required by the 1940 Act. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder’s meeting should send their written proposals to the Secretary of Enterprise Group, Atlanta Financial Center, 3343 Peachtree Road, N.E., Suite 450, Atlanta, Georgia 30326.
Other Business
      Enterprise Group knows of no business to be presented to the Special Meeting other than the matters set forth in this Proxy/Prospectus.
Available Information
      Enterprise Group and GST are each subject to the information requirements of the Securities Exchange Act of 1934 and the 1940 Act and in accordance therewith, each files reports and other information with the SEC. Reports, proxy statements, registration statements and other information filed by Enterprise Group and GST may be inspected without charge and copied at the public reference facilities maintained by the SEC at 100 F Street, NE, Washington, DC 20549, and at certain of the following regional offices of the SEC listed below: Northeast Regional Office, 3 World Financial Center, New York, New York 10281; Southeast Regional Office, 801 Brickell Avenue, Suite 1800, Miami, Florida 33131; Midwest Regional Office, 175 West Jackson Boulevard, Suite 900, Chicago, Illinois 60604; Central Regional Office, 1801 California Street, Suite 1500, Denver, Colorado 80202; and Pacific Regional Office, 5670 Wilshire Boulevard, Suite 1100, Los Angeles, California 90036. Copies of such materials may also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, DC 20549 at prescribed rates. Information included in the Proxy/Prospectus concerning Enterprise Group was provided by Enterprise Group and information included in the Proxy/Prospectus concerning GST was provided by GST.
Legal Proceedings
      On April 2, 2004, Lois Burke, a plaintiff identifying herself as a shareholder of the Goldman Sachs Internet Tollkeeper Fund, filed a purported class and derivative action lawsuit in the United States District Court for the Southern District of New York against Goldman Sachs, GSAM, the Trustees and Officers of GST, and John Doe Defendants. In addition, certain other investment portfolios of GST were named as nominal defendants. On April 19 and May 6, 2004, additional class and derivative action lawsuits containing substantially similar allegations and requests for redress were filed in the United States District Court for the Southern District of New York. On June 29, 2004, the three complaints were consolidated into one action, In re Goldman Sachs Mutual Funds Fee Litigation, and on November 17, 2004, the plaintiffs filed consolidated amended complaint against Goldman Sachs, GSAM, Goldman Sachs Asset Management International (“GSAMI”), the Trustees and Officers or GST and Goldman Sachs Variable Insurance Trust (“GSVIT”) and John Doe Defendants (collectively, the “Defendants”) in the United States District Court for the Southern District of New York. Certain investment portfolios of GST and GSVIT (collectively, the “Goldman Sachs Funds”) were named as nominal defendants in the amended complaint. Plaintiffs filed a second amended complaint on April 15, 2005.
      The second amended consolidated complaint, which is brought on behalf of all persons or entities who held shares in the Goldman Sachs Funds between April 2, 1999 and January 9, 2004, inclusive (the “Class Period”), asserts claims involving (i) violations of the Investment Company and the Investment Advisers Act of 1940, (ii) common law breach of fiduciary duty, and (iii) unjust enrichment. The complaint alleges, among other things, that during the Class Period, the Defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Sachs Funds and omitted statements of fact in registration statements and reports filed pursuant to the 1940 Act which were necessary to prevent such registration statements and reports from being materially false and misleading. In addition, the complaint alleges that the Goldman Sachs Funds paid excessive and improper investment advisory fees to GSAM and GSAMI. The

36

 

complaint also alleges that GSAM and GSAMI used Rule 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that GST’s Officers and Trustees breached their fiduciary duties in connection with the foregoing. The plaintiffs in the cases are seeking compensatory damages; rescission of GSAM’s and GSAMI’s investment advisory agreements and return of fees paid; an accounting of all Goldman Sachs Funds-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and reasonable costs and expenses, including counsel fees and expert fees. On January 13, 2006, all claims against the Defendants were dismissed by the U.S. District Court. On February 22, 2006, the plaintiffs appealed this decision. By agreement, plaintiffs subsequently withdrew their appeal without prejudice but reserved their rights to reactivate their appeal pending a decision by the Circuit Court of Appeals in similar litigation.
      Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuit will have a material adverse financial impact on the Goldman Sachs Funds is remote, and the pending action is not likely to materially affect their ability to provide investment management services to their clients, including the Goldman Sachs Funds.
Experts
      The audited financial statements for the AXA Enterprise Fund, appearing in the Enterprise Group Annual Report for the fiscal year ended October 31, 2006, have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, as set forth in their report therein and incorporated by reference herein and in the Statement of Additional Information relating to this Proxy/Prospectus. Such financial statements are incorporated therein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
      The audited financial statements and related reports of PricewaterhouseCoopers LLP (with respect to the Goldman Sachs Capital Growth Fund), independent registered public accounting firm for GST Fund, contained in the Annual Report of the Goldman Sachs Capital Growth Fund for the fiscal year ended August 31, 2006, are incorporated by reference into the Statement of Additional Information relating to this Proxy/Prospectus. The financial statements in GST Fund’s Annual Report have been incorporated by reference in reliance upon such report given upon the authority of such firms as experts in accounting and auditing.

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SHAREHOLDER INQUIRIES
      Shareholder inquiries may be addressed to Enterprise Group or to GST in writing at the address(es), or by phone at the phone number(s), on the cover page of this Proxy/Prospectus.
* * *
      Shareholders who do not expect to be present at the Special Meeting are requested to mark, sign and date the enclosed proxy and return it in the enclosed envelope. No postage is required if mailed in the United States. Shareholders also may vote on-line or by telephone.
      Enterprise Group will furnish, without charge, copies of its October 31, 2006 Annual Report to any shareholder upon request by writing Enterprise Group at the following address: The Enterprise Group of Funds, Inc., Atlanta Financial Center, 3343 Peachtree Road, N.E., Suite 450, Atlanta, Georgia 30326 or by telephone at 1-800-432-4320.

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APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION
      This AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) dated as of January     , 2007, by and between The Enterprise Group of Funds, Inc., a Maryland corporation (“Enterprise Group”), on behalf of its AXA Enterprise Growth Fund (“Enterprise Group Fund”), and the Goldman Sachs Trust, a Delaware statutory trust (“GST” and, together with Enterprise Group, the “Parties” and each a “Party”), on behalf of its Goldman Sachs Capital Growth Fund (“GST Fund”). Enterprise Capital Management, Inc., a Georgia corporation (“ECM”), joins this agreement solely for purposes of paragraphs 1.3, 1.5, 4.1(i), 5.1, 5.11, 9.2, 10.5, 10.11 and 10.14 and Article VII; AXA Equitable Life Insurance Company, a New York stock life insurance company (“AXA”), joins this Agreement solely for purposes of paragraphs 1.3, 1.5, 4.1(i), 5.1, 5.11, 9.2, 10.5, 10.11 and 10.14 and Article VII; and Goldman Sachs Asset Management, L.P., a New York limited partnership (“GSAM”), joins this Agreement solely for purposes of paragraphs 4.2(i), 5.1, 5.11, 9.2, 10.5, 10.11 and 10.14 and Article VII. Capitalized terms not otherwise defined herein shall have the meaning set forth in Article XI hereof.
RECITALS:
      Enterprise Group issues a separately designated series of shares of common stock representing the interests in the Enterprise Group Fund. Likewise, GST issues a separately designated series of shares of beneficial interest representing the interests in the GST Fund.
      The Parties wish to conclude a business combination transaction under the terms set forth in this Agreement in which: (1) all of the Fund Assets of the Enterprise Group Fund will be transferred to the GST Fund in exchange for Institutional shares, Class A shares, Class B shares, and Class C shares of the GST Fund and the assumption by the GST Fund of all of the Enterprise Group Fund’s Liabilities, and (2) those Institutional shares, Class A shares, Class B shares, and Class C shares of the GST Fund will be distributed to holders of Class Y shares, Class A shares, Class B shares, and Class C shares respectively, of the Enterprise Group Fund in complete liquidation of the Enterprise Group Fund, all upon the terms and conditions set forth in this Agreement (the “Reorganization”).
      The Parties intend this Agreement to be, and adopt it as, a plan of reorganization within the meaning of the regulations under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
      The Board of Directors of Enterprise Group (the “Enterprise Group Board”), including a majority of directors who are not “interested persons” (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”)) (“Independent Directors”) of Enterprise Group, has determined with respect to the Enterprise Group Fund that: (1) participation in its Fund Transaction (as defined in paragraph 1.1) is in the best interests of the Enterprise Group Fund, and (2) the interests of existing shareholders of the Enterprise Group Fund will not be diluted as a result of its effecting its Fund Transaction.
      The Board of Trustees of GST (the “GST Board”), including a majority of trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act (“Independent Trustees”) of GST, has determined with respect to the GST Fund that: (1) participation in its Fund Transaction is in the best interests of the GST Fund, and (2) the interests of existing shareholders of the GST Fund will not be diluted as a result of its effecting its Fund Transaction.
      NOW THEREFORE, in consideration of the mutual promises, representations, and warranties made herein, covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and

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sufficiency of which are acknowledged, the Parties, and ECM, AXA and GSAM to the extent indicated above, intending to be legally bound hereby, agree as follows:
ARTICLE I
THE REORGANIZATION AND FUND TRANSACTION
      1.1 The Reorganization and Fund Transaction. In accordance with Title 12 of the Delaware Code (the “Delaware Law”), Title 3 of the General Corporation Law of the State of Maryland (the “Maryland Law”) and the Articles of Incorporation and by-laws, as they may be amended from time to time, of Enterprise Group (“Enterprise Group Governing Documents”), at the Effective Time (as defined below), upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties contained herein, Enterprise Group shall assign, deliver and otherwise transfer all of the Fund Assets of the Enterprise Group Fund, subject to all of the Liabilities of the Enterprise Group Fund, to GST on behalf of the GST Fund, and GST shall assume all of the Liabilities of the Enterprise Group Fund on behalf of the GST Fund. In consideration of the foregoing, GST shall, on behalf of the GST Fund, at the Effective Time deliver to Enterprise Group on behalf of the Enterprise Group Fund, full and fractional (to the third decimal place) Institutional shares, Class A shares, Class B shares, and Class C shares of the GST Fund. The number of shares of each such class of the GST Fund shall be determined as set forth in paragraph 2.3 by dividing (a) the value of the Fund Assets attributable to the class of the Enterprise Group Fund net of the Enterprise Group Fund’s Known Liabilities attributable to such class (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 2.1), by (b) the net asset value of one share of such class of the GST Fund (computed as of the Valuation Time in the manner set forth in paragraph 2.2). (The transaction between the Enterprise Group Fund and the GST Fund is hereinafter referred to as the “Fund Transaction”). At and after the Effective Time, all of the Fund Assets of the Enterprise Group Fund shall become and be included in the Fund Assets of the GST Fund and the Liabilities of the Enterprise Group Fund shall become and be the Liabilities of and shall attach to the GST Fund. At and after the Effective Time, the Liabilities of the Enterprise Group Fund may be enforced only against the GST Fund to the same extent as if the Liabilities had been incurred by the GST Fund subject to any defense and/or set off that Enterprise Group or the Enterprise Group Fund was entitled to assert immediately prior to the Effective Time and further subject to any defense and/or setoff that GST or the GST Fund may from time to time be entitled to assert.
      1.2 Enterprise Group Fund Assets.
           (a) At least fifteen Business Days prior to the Valuation Time, Enterprise Group will provide GST with a schedule of the securities and other assets and Known Liabilities of the Enterprise Group Fund. Prior to the execution of this Agreement, GST has provided Enterprise Group with a copy of the current investment objective, investment policies, principal investment strategies, and restrictions applicable to the GST Fund (including restrictions applicable to GSAM arising as a result of the investment activities of Goldman, Sachs & Co. and its Affiliates for proprietary accounts and other clients) and GST will provide Enterprise Group with a written notice of any changes thereto until the Valuation Time. Enterprise Group reserves the right to sell any of the securities or other assets shown on the list for the Enterprise Group Fund prior to the Valuation Time but will not, without the prior approval of GST, acquire any additional securities other than securities which the GST Fund may purchase in accordance with its stated investment objective and policies.
           (b) At least ten Business Days prior to the Valuation Time, GST will advise Enterprise Group of any investments of the Enterprise Group Fund shown on the Enterprise Group Fund’s schedule provided pursuant to paragraph (a) which the Enterprise Group Fund would not be permitted to hold (i) under its investment objective, principal investment strategies or investment restrictions; (ii) under applicable Law; or (iii) because the transfer of such investments would result in material operational or administrative difficulties to GST in connection with facilitating the orderly transition of the Enterprise Group Fund’s Fund Assets. Under such circumstances, to the extent practicable, Enterprise Group will, if requested by GST and, to the extent permissible and consistent with its own investment objectives and policies and the fiduciary duties of the investment sub-adviser responsible for the portfolio management of the Enterprise Group Fund, dispose of such investments prior to the Valuation Time. In addition, if it is determined that the portfolios of the Enterprise Group Fund and GST Fund, when aggregated,

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would contain investments exceeding certain percentage limitations to which a GST Fund is or will be subject with respect to such investments, Enterprise Group will, if requested by GST and, to the extent permissible and consistent with its own investment objectives and policies and the fiduciary duties of ECM or the investment sub-adviser responsible for the portfolio management of the Enterprise Group Fund, dispose of and/or reinvest a sufficient amount of the investments as may be necessary to avoid violating such limitations as of the Effective Time. Notwithstanding the foregoing, nothing herein will require the Enterprise Group Fund to dispose of any portfolio securities or other investments, if, in the reasonable judgment of the Enterprise Group Fund Board or Enterprise Group’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Enterprise Group Fund.
      1.3 Assumption of Liabilities. Enterprise Group will, to the extent permissible and consistent with its own investment objectives and policies, use its best efforts to discharge all of the Known Liabilities of the Enterprise Group Fund prior to or at the Effective Time. GST, on behalf of the GST Fund, will assume all of the Liabilities of the Enterprise Group Fund. If prior to the Effective Time either Party identifies a Liability that the Parties mutually agree should not be assumed by GST, such Liability shall be excluded from the definition of Liabilities hereunder and shall be listed on a Schedule of Excluded Liabilities to be signed by the Parties at the Closing (the “Excluded Liabilities”). Certain Liabilities that would otherwise be listed as Excluded Liabilities may be assumed by GST on the condition that GST and the GST Fund be indemnified in writing to their reasonable satisfaction by ECM or AXA against any and all losses, claims, damages or liability that GST and the GST Fund may become subject to as a result of assuming such Liability. GST shall not assume any Liability for any obligation of Enterprise Group to file reports with the SEC, Internal Revenue Service or other regulatory or tax authority covering any reporting period ending prior to or at the Effective Time with respect to Enterprise Group or the Enterprise Group Fund.
      1.4 Distribution of GST Shares. Immediately upon receipt, Enterprise Group, on behalf of the Enterprise Group Fund, will distribute the Institutional shares, Class A shares, Class B shares, Class C shares of the GST Fund received by Enterprise Group from GST pursuant to paragraph 1.1 (the “GST Shares”), pro rata to the record holders of the Class Y shares, Class A shares, Class B shares, Class C shares, respectively, of the Enterprise Group Fund determined as of the Valuation Time in complete liquidation of the Enterprise Group Fund. The distribution will be accomplished by an instruction, signed by an appropriate officer of Enterprise Group, to transfer the GST Shares then credited to the Enterprise Group Fund’s account on the Books and Records of GST and to open accounts on the Books and Records of GST established and maintained by GST’s transfer agent in the names of record holders of each class of shares of the Enterprise Group Fund and representing the respective pro rata number of each class of such GST Shares due to such record holder. All issued and outstanding Enterprise Group shares will be cancelled promptly by Enterprise Group on Enterprise Group’s Books and Records. Any such shares issued and outstanding prior to such cancellation shall thereafter represent only the right to receive the GST Shares issued to the Enterprise Group Fund in accordance with paragraph 1.1 above. In addition, each record holder of the Enterprise Group Fund shall have the right to receive any unpaid dividends or other distributions which were declared with respect to his/her or its shares of the Enterprise Group Fund at or before the Valuation Time.
      1.5 Liquidation of Enterprise Group Fund. As soon as conveniently practicable after the distribution of GST Shares pursuant to paragraph 1.4 has been made, Enterprise Group shall take, in accordance with Maryland Law, the 1940 Act and the Enterprise Group Governing Documents, all steps as may be necessary or appropriate to effect a complete liquidation and termination of the Enterprise Group Fund.
      1.6 Transfer Taxes. Any transfer taxes payable on issuance of GST Shares in a name other than that of the record holder of Enterprise Group shares on Enterprise Group’s Books and Records shall be paid by the Person to whom such GST Shares are issued and transferred, as a condition of that transfer.

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ARTICLE II
VALUATION
      2.1 Net Asset Value of the Enterprise Group Fund. The net asset value of a share of each class of the Enterprise Group Fund shall be the net asset value computed as of the Valuation Time, after the declaration and payment of any dividends and/or other distributions on the date thereof, using the valuation procedures described in the then-current prospectus and statement of additional information of the GST Fund as supplemented from time to time.
      2.2 Net Asset Value of the GST Funds. The net asset value of a share of each class of the GST Fund shall be the net asset value computed as of the Valuation Time after the declaration and payment of any dividends and/or other distributions on the date thereof, using the valuation procedures set forth in the GST Fund’s then-current prospectus and statement of additional information.
      2.3 Calculation of Number of GST Shares. (a) The number of GST Fund Institutional shares to be issued (including fractional shares (to the third decimal place), if any) in connection with a Fund Transaction shall be determined by dividing the value of the net assets of the Enterprise Group Fund participating therein attributable to Class Y shares, determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per Institutional share of the GST Fund determined in accordance with the valuation procedures referred to in paragraph 2.2.
           (b) The number of GST Fund Class A shares to be issued (including fractional shares (to the third decimal place), if any) in connection with a Fund Transaction shall be determined by dividing the value of the net assets of the Enterprise Group Fund participating therein attributable to Class A shares, determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per Class A share of the GST Fund determined in accordance with the valuation procedures referred to in paragraph 2.2.
           (c) The number of GST Fund Class B shares to be issued (including fractional shares (to the third decimal place), if any) in connection with a Fund Transaction shall be determined by dividing the value of the net assets of the Enterprise Group Fund participating therein attributable to Class B shares, determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per Class B share of the GST Fund determined in accordance with the valuation procedures referred to in paragraph 2.2.
           (d) The number of GST Fund Class C shares to be issued (including fractional shares (to the third decimal place), if any) in connection with a Fund Transaction shall be determined by dividing the value of the net assets of the Enterprise Group Fund participating therein attributable to Class C shares, determined in accordance with the valuation procedures referred to in paragraph 2.1, by the net asset value per Class C share of the GST Fund determined in accordance with the valuation procedures referred to in paragraph 2.2.
      2.4 Joint Direction of Calculation. All computations of net asset value and the value of securities transferred under this Article II shall be made by State Street Bank and Trust Company (“State Street”) and JP Morgan Chase Bank, N.A. (“JP Morgan”) under the joint direction of the following entities, in accordance with their regular practice and the requirements of the 1940 Act: (a) ECM, the investment adviser to the Enterprise Group Fund; and (b) GSAM, the investment adviser to the GST Fund. Enterprise Group and GST agree to use all commercially reasonable efforts to resolve prior to the Valuation Time any material pricing differences between the prices of portfolio securities determined in accordance with the pricing policies and procedures of the Enterprise Group Fund and those determined in accordance with the pricing policies and procedures of the GST Fund.
      2.5 Valuation Time. The valuation time shall be the close of regular trading on the New York Stock Exchange (“NYSE”) on the Business Day preceding the Effective Time, or such earlier or later date and time as may be mutually agreed in writing by an authorized officer of each of the Parties (the “Valuation Time”).

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ARTICLE III
EFFECTIVE TIME AND CLOSING
      3.1 Effective Time and Closing. Subject to the terms and conditions set forth herein, the Fund Transaction shall occur immediately prior to the opening of business on April 30, 2007, or on such other date as may be mutually agreed in writing by an authorized officer of each Party (the “Effective Time”). To the extent any Fund Assets are, for any reason, not transferred at the Effective Time, Enterprise Group shall cause the Fund Assets to be transferred in accordance with this Agreement at the earliest practical date thereafter. The closing of the Fund Transaction will take place at the offices of Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry Streets, Philadelphia, PA 19103, or at such other place as may be mutually agreed in writing by an authorized officer of each Party, at the Effective Time (the “Closing”).
      3.2 Transfer and Delivery of Fund Assets. Enterprise Group shall direct JP Morgan, as custodian for Enterprise Group, to deliver to GST at the Closing a certificate of an authorized officer certifying that: (a) JP Morgan delivered the Fund Assets of the Enterprise Group Fund to the GST Fund at the Effective Time; and (b) all necessary taxes in connection with the delivery of such Fund Assets, including all applicable foreign, federal and state stock transfer stamps and any other stamp duty taxes, if any, have been paid or provision (as reasonably estimated) for payment has been made. At least three Business Days prior to the Effective Time, JP Morgan shall present for examination those Fund Assets represented by certificate or other written instrument to those Persons who have primary responsibility for the safekeeping of the assets of the GST Fund at State Street, as custodian of GST on behalf of the GST Fund with the principal place of business at 225 Franklin Street, Boston, Massachusetts 02110. At the Effective Time, Enterprise Group shall endorse and deliver, or transfer by appropriate transfer or assignment documents, such certificates and other written instruments as of the Effective Time for the account of the appropriate GST Fund in proper form for transfer and in such condition as to constitute good delivery thereof in accordance with the customs of brokers. JP Morgan shall deliver other Fund Assets to those Persons who have primary responsibility for the safekeeping of the GST Fund at State Street as of the Effective Time by book entry, in accordance with the customary practices of JP Morgan and of each securities depository (as defined in Rule 17f-4 and Rule 17f-7 under the 1940 Act) in which the Fund Assets are held. Any cash to be transferred by the Enterprise Group Fund to the GST Fund shall be delivered by wire transfer of federal funds at the Effective Time pursuant to instructions provided by GST.
      3.3 GST Share Records. GST shall deliver to the Secretary of Enterprise Group at the Closing a confirmation evidencing that: (a) the appropriate number of each class and series of GST Shares have been credited to the account of the Enterprise Group Fund on the Books and Records of the GST Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4, and (b) the appropriate number of each class of GST Fund Shares have been credited to the accounts of record holders of Enterprise Group shares on the Books and Records of GST pursuant to paragraph 1.4.
      3.4 Postponement of Valuation Time and Effective Time. If immediately prior to the Valuation Time: (a) the NYSE or another primary trading market for portfolio securities of the GST Fund or the Enterprise Group Fund is closed to trading, or trading thereupon is restricted, or (b) trading or the reporting of trading on such market is disrupted so that, in the judgment of an appropriate officer of Enterprise Group or GST, accurate appraisal of the value of the net assets of the GST Fund or Enterprise Group Fund is impracticable, the Valuation Time for the Fund Transaction shall be postponed until the first Business Day that is a Friday (or a Thursday if that Friday is not a Business Day) after the day when trading shall have been fully resumed and reporting shall have been restored, and the Effective Time shall be postponed until the first Business Day after such Valuation Time, or such later dates as may be mutually agreed in writing by an authorized officer of each Party.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
      4.1 Representations and Warranties of Enterprise Group. Enterprise Group, on behalf of the Enterprise Group Fund, hereby represents and warrants to GST, on behalf of the GST Fund, as follows, which representations and warranties shall be true and correct on the date hereof:
           (a) Enterprise Group is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Maryland and is duly qualified, licensed or admitted to do business and is in good standing as a foreign association under the Laws of each jurisdiction in which the nature of the business conducted by it makes such qualification, licensing or admission necessary, except in such jurisdictions where the failure to be so qualified, licensed or admitted and in good standing would not, individually or in the aggregate, have a Material Adverse Effect on its properties or assets or the properties or assets of the Enterprise Group Fund. Enterprise Group has full power under the Enterprise Group Governing Documents to conduct its business as it is now being conducted and to own the properties and assets it now owns for itself and on behalf of the Enterprise Group Fund. Enterprise Group has all necessary authorizations, licenses and approvals from any applicable Governmental or Regulatory Body necessary to carry on its business as such business is now being carried on except authorizations, licenses and approvals that the failure to so obtain would not have a Material Adverse Effect on Enterprise Group.
           (b) The execution, delivery and performance of this Agreement by Enterprise Group on behalf of the Enterprise Group Fund and the consummation of the transactions contemplated herein have been duly and validly authorized by the Enterprise Group Board, and the Enterprise Group Board has approved the Fund Transaction and has resolved to recommend the Fund Transaction to the shareholders of the Enterprise Group Fund and to call a special meeting of shareholders of the Enterprise Group Fund for the purpose of approving this Agreement and the Fund Transaction contemplated thereby for the Enterprise Group Fund. Other than the approval by the requisite vote of the shareholders of the outstanding shares of the Enterprise Group Fund in accordance with the provisions of the Enterprise Group Governing Documents, applicable Maryland Law and the 1940 Act, no other action on the part of Enterprise Group or its shareholders, or the shareholders of the Enterprise Group Fund, is necessary to authorize the execution, delivery and performance of this Agreement by Enterprise Group on behalf of the Enterprise Group Fund or the consummation of the Enterprise Group Fund Transaction contemplated herein. This Agreement has been duly and validly executed and delivered by Enterprise Group on behalf of the Enterprise Group Fund, and assuming due authorization, execution and delivery hereof by GST, is a legal, valid and binding obligation of Enterprise Group, as it relates to the Enterprise Group Fund, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting creditors’ rights, to general equity principles and to any limitations on indemnity as may be required under federal and state securities Laws).
           (c) The authorized capital of Enterprise Group consists of fourteen billion, five hundred million shares of common stock with a par value of one-tenth of one cent ($0.001) per share of which five hundred million is designated as common stock of the Enterprise Group Fund and is further divided into four classes of two hundred million Class A common stock, one hundred million Class B common stock, one hundred million Class C common stock and one hundred million Class Y common stock each. The series and class of shares has been duly established and represents a fractional undivided interest in the Enterprise Group Fund. The issued and outstanding Enterprise Group shares of the series and each class are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants or other rights of any kind to acquire from Enterprise Group any shares of any series or equity interests of the Enterprise Group Fund or securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is Enterprise Group committed to issue any share appreciation or similar rights or options, warrants, rights or securities in connection with any series of shares. Enterprise Group has no share certificates outstanding.
           (d) Enterprise Group has no subsidiaries.

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           (e) Except for consents, approvals, or waivers to be received prior to the Effective Time, including shareholder approval by the Enterprise Group Fund, and upon the effectiveness of the Registration Statement (as defined below), the execution, delivery and performance of this Agreement by Enterprise Group for itself and on behalf of the Enterprise Group Fund does not, and the consummation of the transactions contemplated herein will not: (i) violate or conflict with the terms, conditions or provisions of the Enterprise Group Governing Documents, or of any material contract, agreement, indenture, instrument, or other undertaking to which it is a party or by which it or the Enterprise Group Fund is bound, (ii) result in the acceleration of any obligation, or the imposition of any penalty, under any material agreement, indenture, instrument, contract, lease or other undertaking to which Enterprise Group is a party or by which it or the Enterprise Group Fund is bound, (iii) result in a breach or violation by Enterprise Group or the Enterprise Group Fund of any terms, conditions, or provisions of any Law or Order, or (iv) require any consent or approval of, filing with or notice to, any Governmental or Regulatory Body.
           (f) (i) Prior to the execution of this Agreement, Enterprise Group has delivered to GST true and complete copies of the audited statements of assets and liabilities of the Enterprise Group Fund as of October 31, 2005 or a later date if available prior to the date hereof, and the related audited schedules of investments, statements of income and changes in net assets and financial highlights for the periods then ended as well as the unaudited schedules of assets and liabilities of the Enterprise Group Fund dated as of April 30, 2006 and the related unaudited schedules of investments, statements of income and changes in net assets and financial highlights for the period then ended.
                (ii) Except as set forth in the notes thereto, all such financial statements were prepared in accordance with U.S. generally accepted accounting principles, consistently applied throughout the periods then ended, and fairly present the financial condition and results of operations of the Enterprise Group Fund as of the respective dates thereof and for the respective periods covered thereby subject, in the case of the unaudited financial statements, to normal year-end audit adjustments.
                (iii) To the best of Enterprise Group’s Knowledge, except as reflected or reserved against in the statement of assets and liabilities included in the Enterprise Group Fund’s audited financial statements as of October 31, 2005 or unaudited financial statements as of April 30, 2006, as the case may be, or in the notes thereto, or as previously disclosed in writing to GST, there are no liabilities against, relating to or affecting the Enterprise Group Fund or any of its properties and assets, other than those incurred in the ordinary course of business consistent with past practice, which, individually or in the aggregate, would have a Material Adverse Effect on Enterprise Group or its properties or assets or the Enterprise Group Fund or the Enterprise Group Fund’s properties or assets. In particular, since October 31, 2005 to the best of Enterprise Group’s Knowledge and except as disclosed in writing to GST or the Enterprise Group Fund’s prospectus and statement of additional information as in effect on the date of this Agreement, there has not been any change in the financial condition, properties, assets, liabilities or business of the Enterprise Group Fund that would have a Material Adverse Effect on Enterprise Group or its properties or assets or on the Enterprise Group Fund or the Enterprise Group Fund’s properties or assets other than changes occurring in the ordinary course of business.
                (iv) As of the date hereof, except as previously disclosed to GST in writing or as disclosed in the Enterprise Group Fund’s prospectus and statement of additional information as in effect on the date of this Agreement, and except as have been corrected as required by applicable Law, and to the best of Enterprise Group’s Knowledge, there have been no material miscalculations of the net asset value of the Enterprise Group Fund or the net asset value per share of any class of shares during the twelve-month period preceding the date hereof which would have a Material Adverse Effect on the Enterprise Group Fund or its properties or assets, and all such calculations have been made in accordance with the applicable provisions of the 1940 Act.
           (g) The minute books and other similar records of Enterprise Group as made available to GST prior to the execution of this Agreement contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the shareholders of Enterprise Group and of the Enterprise Group Fund, the Enterprise Group Board and committees of the Enterprise Group Board. The stock transfer ledgers and other similar records of Enterprise Group and of the Enterprise Group Fund as made available to GST prior to the execution of this Agreement accurately reflect all record transfers prior to the execution of this Agreement in the shares of Enterprise Group.

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           (h) Enterprise Group and the Enterprise Group Fund have maintained, or caused to be maintained on its behalf, in all material respects, all Books and Records required of a registered investment company in compliance with the requirements of Section 31 of the 1940 Act and rules thereunder.
           (i) Except as set forth in writing to GST and GSAM, there is no Action or Proceeding pending against Enterprise Group, the Enterprise Group Fund, ECM (with respect to Enterprise Group or the Enterprise Group Fund) or AXA (with respect to Enterprise Group or the Enterprise Group Fund) or, to the best of Enterprise Group’s, ECM’s or AXA’s Knowledge, threatened against, relating to or affecting, Enterprise Group, the Enterprise Group Fund, ECM (with respect to Enterprise Group or the Enterprise Group Fund) or AXA (with respect to Enterprise Group or the Enterprise Group Fund).
           (j) No agent, broker, finder or investment or commercial banker, or other Person or firm engaged by or acting on behalf of Enterprise Group or the Enterprise Group Fund in connection with the negotiation, execution or performance of this Agreement or any other agreement contemplated hereby, or the consummation of the transactions contemplated hereby, is or will be entitled to any broker’s or finder’s or similar fees or other commissions as a result of the consummation of such transactions.
           (k) Enterprise Group is registered with the SEC as an open-end management investment company under the 1940 Act, and its registration with the SEC as such an investment company is in full force and effect, and the Enterprise Group Fund is a separate series of Enterprise Group duly designated in accordance with the applicable provisions of the Enterprise Group Governing Documents and the 1940 Act;
           (l) As of the date hereof, all federal and other tax returns, dividend reporting forms, and other tax-related reports of the Enterprise Group Fund required by Law to have been filed by such date (including any extensions) have been filed and are correct in all material respects, and all federal and other taxes shown as due on such returns and reports have been paid or provision has been made on the Enterprise Group Fund’s Books and Records for the payment thereof and, to the best of Enterprise Group’s Knowledge, no such return is currently under audit or has been threatened with an audit and no assessment has been asserted with respect to such returns. To Enterprise Group’s Knowledge, there are no levies, liens, or other encumbrances relating to taxes existing, threatened or pending with respect to the properties or assets of Enterprise Group (or with respect to any properties or assets of the Enterprise Group Fund). As of the date hereof, Enterprise Group has adequately provided for all tax liabilities on its Books and Records.
           (m) For each taxable year of its operation (including the taxable year ending at the Effective Time) the Enterprise Group Fund has met (or will meet) the requirements of Subchapter M of Chapter 1 of the Code for qualification as a regulated investment company and has elected to be such, and has been (or will be) eligible to and has computed (or will compute) its federal income tax under Section 852 of the Code. The Enterprise Group Fund currently qualifies, and from the date of this Agreement until the Effective Time shall not take any action inconsistent with such qualification, as a regulated investment company under the Code.
           (n) All issued and outstanding shares of the Enterprise Group Fund have been offered and sold in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities Laws, are registered under the 1933 Act and under the Laws of all jurisdictions in which registration is or was required, except as may have been previously disclosed to GST in writing. Such registrations are, in all material respects, complete, current and have been continuously effective, and all fees required to be paid have been paid. Enterprise Group, and the Enterprise Group Fund, is not subject to any “stop order” and is, and was, fully qualified to sell its shares in each jurisdiction in which such shares are being, or were, registered and sold.
           (o) The current prospectus and statement of additional information of Enterprise Group, including amendments and supplements thereto, and the prospectus and statement of additional information of Enterprise Group used at all times during the past three years prior to the date of this Agreement conform, or conformed at the time of its or their use, in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder, and do not, or did not, as of their dates of distribution to the public, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. The Enterprise Group Fund currently complies in all material respects with all

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investment objectives, policies, guidelines and restrictions and any compliance procedures established by Enterprise Group with respect to the Enterprise Group Fund.
           (p) The combined proxy statement and prospectus and statement of additional information (collectively, the “Proxy Statement/ Prospectus”) to be included in GST’s registration statement on Form N-14 (the “Registration Statement”) and filed in connection with this Agreement, and the documents incorporated therein by reference and any amendment or supplement thereto, each comply or will comply in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder on the effective date of such Registration Statement. Each of the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto, insofar as it relates to Enterprise Group and the Enterprise Group Fund, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading on the effective date of such Registration Statement; provided, however, that Enterprise Group makes no representations or warranties as to the information contained in the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto in reliance upon and in conformity with information relating to GST or the GST Fund and furnished by GST to Enterprise Group specifically for use in connection with the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto.
           (q) Except as previously disclosed in writing to GST, at the Effective Time, Enterprise Group and the Enterprise Group Fund will have good and marketable title to its Fund Assets and full right, power, and authority to sell, assign, transfer and, upon delivery and payment for the Fund Assets, deliver such Fund Assets, free and clear of all liens, mortgages, pledges, encumbrances, charges, claims and equities, and subject to no restrictions on the subsequent transfer thereof (other than any Fund Assets consisting of restricted securities).
           (r) Enterprise Group has adopted and implemented written policies and procedures in accordance with Rule 38a-1 under the 1940 Act.
           (s) Except as disclosed in writing to GST, to the best of Enterprise Group’s Knowledge, no events have occurred and no issues, conditions or facts have arisen which either individually or in the aggregate have had a Material Adverse Effect on Enterprise Group or the Enterprise Group Fund.
      4.2 Representations and Warranties of GST. GST, on behalf of the GST Fund, hereby represents and warrants to Enterprise Group, on behalf of the Enterprise Group Fund, as follows, which representations and warranties shall be true and correct on the date hereof:
           (a) GST is a statutory trust duly organized, validly existing and in good standing under the Laws of the State of Delaware and is duly qualified, licensed or admitted to do business and is in good standing as a foreign association under the Laws of each jurisdiction in which the nature of the business conducted by it makes such qualification, licensing or admission necessary, except in such jurisdictions where the failure to be so qualified, licensed or admitted and in good standing would not, individually or in the aggregate, have a Material Adverse Effect on its properties or assets or the properties or assets of the GST Fund. GST has full power under its Agreement and Declaration of Trust dated January 28, 1997, as amended from time to time, and amended and restated by-laws (“GST Governing Documents”) to conduct its business as it is now being conducted and to own the properties and assets it now owns for itself and on behalf of the GST Fund. GST has all necessary authorizations, licenses and approvals from any applicable Governmental or Regulatory Body necessary to carry on its business as such business is now being carried on except authorizations, licenses and approvals that the failure to so obtain would not have a Material Adverse Effect on GST.
           (b) The execution, delivery and performance of this Agreement by GST on behalf of the GST Fund and the consummation of the transactions contemplated herein have been duly and validly authorized by the GST Board and the GST Board has approved the Fund Transactions. No other action on the part of GST or its shareholders, or the shareholders of the GST Fund, is necessary to authorize the execution, delivery and performance of this Agreement by GST on behalf of the GST Fund or the consummation of the Fund Transaction contemplated herein. This Agreement has been duly and validly executed and delivered by GST on behalf of the

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GST Fund, and assuming due authorization, execution and delivery hereof by Enterprise Group, is a legal, valid and binding obligation of GST, as it relates to the GST Fund, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting creditors’ rights, to general equity principles and to any limitations on indemnity as may be required under federal and state securities Laws).
           (c) The authorized capital of GST consists of an unlimited number of shares of beneficial interest with a par value of one-tenth of one cent ($0.001) per share. Each class and series of shares has been duly established and represents a fractional undivided interest in the GST Fund. The issued and outstanding GST shares of each class and series are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants or other rights of any kind to acquire from GST any shares of any series or equity interests of the GST Fund or securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is GST committed to issue any share appreciation or similar rights or options, warrants, rights or securities in connection with any series of shares. GST has no share certificates outstanding.
           (d) GST has no subsidiaries.
           (e) Except for consents, approvals, or waivers to be received prior to the Effective Time, including shareholder approval by the Enterprise Group Fund, and upon the effectiveness of the Registration Statement, the execution, delivery and performance of this Agreement by GST for itself and on behalf of the GST Fund does not, and the consummation of the transactions contemplated herein will not: (i) violate or conflict with the terms, conditions or provisions of the GST Governing Documents, or of any material contract, agreement, indenture, instrument, or other undertaking to which it is a party or by which it or the GST Fund is bound, (ii) result in the acceleration of any obligation, or the imposition of any penalty, under any material agreement, indenture, instrument, contract, lease or other undertaking to which GST is a party or by which it or the GST Fund is bound, (iii) result in a breach or violation by GST or the GST Fund of any terms, conditions, or provisions of any Law or Order, or (iv) require any consent or approval of, filing with or notice to, any Governmental or Regulatory Body.
           (f) (i) Prior to the execution of this Agreement, GST has delivered to Enterprise Group true and complete copies of the audited statements of assets and liabilities of the GST Fund dated as of August 31, 2005 or a later date if available prior to the date hereof and the related audited schedules of investments, statements of income and changes in net assets and financial highlights for the periods then ended as well as the unaudited schedules of assets and liabilities of the GST Fund dated as of February 28, 2006 and the related unaudited schedules of investments, statements of income and changes in net assets and financial highlights for the periods then ended.
                (ii) Except as set forth in the notes thereto, all such financial statements were prepared in accordance with U.S. generally accepted accounting principles, consistently applied throughout the periods then ended, and fairly present the financial condition and results of operations of the GST Fund as of the respective dates thereof and for the respective periods covered thereby subject, in the case of the unaudited financial statements, to normal year-end audit adjustments.
                (iii) To the best of GST’s Knowledge, except as reflected or reserved against in the statement of assets and liabilities included in the GST Fund’s audited financial statements as of August 31, 2005 or unaudited financial statements as of February 28, 2006, as the case may be or, in the notes thereto, or as previously disclosed in writing to Enterprise Group, there are no liabilities against, relating to or affecting the GST Fund or any of its properties and assets, other than those incurred in the ordinary course of business consistent with past practice, which, individually or in the aggregate, would have a Material Adverse Effect on GST or its properties or assets or on the GST Fund or the GST Fund’s properties or assets. In particular, since the last fiscal year end of the GST Fund, to the best of GST’s Knowledge and except as disclosed in writing to Enterprise Group or in any of the GST Fund’s prospectuses or statements of additional information as in effect on the date of this Agreement, there has not been any change in the financial condition, properties, assets, liabilities or business of the GST Fund that would have a Material Adverse Effect on GST or its properties or assets or on the GST Fund or the GST Fund’s properties or assets other than changes occurring in the ordinary course of business.

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                (iv) As of the date hereof, except as previously disclosed to Enterprise Group in writing or as disclosed in any of the GST Fund’s prospectuses and statement of additional information as in effect on the date of this Agreement, and except as have been corrected as required by applicable Law, and to the best of GST’s Knowledge, there have been no material miscalculations of the net asset value of the GST Fund or the net asset value per share of any class or series of shares during the twelve-month period preceding the date hereof which would have a Material Adverse Effect on the GST Fund or its properties or assets, and all such calculations have been made in accordance with the applicable provisions of the 1940 Act.
           (g) The minute books and other similar records of GST as made available to Enterprise Group prior to the execution of this Agreement contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the shareholders of GST and of the GST Fund, the GST Board and committees of the GST Board. The stock transfer ledgers and other similar records of GST and of the GST Fund as made available to Enterprise Group prior to the execution of this Agreement accurately reflect all record transfers prior to the execution of this Agreement in the shares of GST.
           (h) GST and the GST Fund have maintained, or caused to be maintained on its behalf, in all material respects, all Books and Records required of a registered investment company in compliance with the requirements of Section 31 of the 1940 Act and rules thereunder.
                (i) Except as set forth in writing to Enterprise Group, ECM and AXA, there is no Action or Proceeding pending against GST, the GST Fund or GSAM (with respect to GST or the GST Fund) or, to the best of GST’s or GSAM’s Knowledge, threatened against, relating to or affecting, GST, the GST Fund or GSAM (with respect to GST or the GST Fund).
                (j) No agent, broker, finder or investment or commercial banker, or other Person or firm engaged by or acting on behalf of GST or the GST Fund in connection with the negotiation, execution or performance of this Agreement or any other agreement contemplated hereby, or the consummation of the transactions contemplated hereby, is or will be entitled to any broker’s or finder’s or similar fees or other commissions as a result of the consummation of such transactions.
                (k) GST is registered with the SEC as an open-end management investment company under the 1940 Act, and its registration with the SEC as such an investment company is in full force and effect, and the GST Fund is a separate series of GST duly designated in accordance with the applicable provisions of the GST Governing Documents and the 1940 Act;
                (l) As of the date hereof, all federal and other tax returns, dividend reporting forms, and other tax-related reports of the GST Fund required by Law to have been filed by such date (including any extensions) have been filed and are correct in all material respects, and all federal and other taxes shown as due on such returns and reports have been paid or provision has been made on the GST Fund’s Books and Records for the payment thereof and, to the best of GST’s Knowledge, no such return is currently under audit or has been threatened with an audit and no assessment has been asserted with respect to such returns. To GST’s Knowledge, there are no levies, liens, or other encumbrances relating to taxes existing, threatened or pending with respect to the properties or assets of GST (or with respect to any properties or assets of the GST Fund). As of the date hereof, GST has adequately provided for all tax liabilities on its Books and Records.
                (m) For each taxable year of its operation, the GST Fund has met the requirements of Subchapter M of Chapter 1 of the Code for qualification as a regulated investment company and has elected to be such, and has been eligible to and has computed its federal income tax under Section 852 of the Code. The GST Fund currently qualifies, and from the date of this Agreement until the Effective Time shall not take any action inconsistent with such qualification, as a regulated investment company under the Code.
                (n) All issued and outstanding shares of the GST Fund have been offered and sold in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities Laws, are registered under the 1933 Act and under the Laws of all jurisdictions in which registration is or was required, except as may have been previously disclosed to Enterprise Group in writing. Such registrations are, in all material respects, complete, current and have been continuously effective, and all fees required to be paid have

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been paid. GST, and the GST Fund, is not subject to any “stop order” and is, and was, fully qualified to sell its shares in each jurisdiction in which such shares are being, or were, registered and sold.
                (o) The shares of the GST Fund to be issued and delivered to Enterprise Group for the account of the Enterprise Group Fund (and to be distributed immediately thereafter to its shareholders) pursuant to the terms of this Agreement will have been duly authorized at the Effective Time and, when so issued and delivered, will be registered under the 1933 Act, duly and validly issued, fully paid and non-assessable and no shareholder of the GST Fund shall have any statutory or contractual preemptive right of subscription or purchase in respect thereof.
                (p) The current prospectus and statement of additional information of the GST Fund, including amendments and supplements thereto, and each prospectus and statement of additional information of the GST Fund used at all times during the past three years prior to the date of this Agreement, conform, or conformed at the time of its use, in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder, and do not, or did not, as of their dates of distribution to the public, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. The GST Fund currently complies in all material respects with all investment objectives, policies, guidelines and restrictions and any compliance procedures established by GST with respect to the GST Fund.
                (q) The Proxy Statement/ Prospectus to be included in the Registration Statement and filed in connection with this Agreement, and the documents incorporated therein by reference and any amendment or supplement thereto, each comply or will comply in all material respects with the applicable requirements of the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder on the effective date of such Registration Statement. Each of the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto, insofar as it relates to GST and the GST Fund, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading on the effective date of such Registration Statement; provided, however, that GST makes no representations or warranties as to the information contained in the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto in reliance upon and in conformity with information relating to Enterprise Group or the Enterprise Group Fund and furnished by Enterprise Group to GST specifically for use in connection with the Proxy Statement/ Prospectus, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto.
                (r) GST has adopted and implemented written policies and procedures in accordance with Rule 38a-1 under the 1940 Act.
                (s) Except as disclosed in writing to Enterprise Group, to the best of GST’s Knowledge, no events have occurred and no issues, conditions or facts have arisen which either individually or in the aggregate have had a Material Adverse Effect on GST or the GST Fund.
ARTICLE V
COVENANTS AND AGREEMENTS
      5.1 Conduct of Business. After the date of this Agreement and at or prior to the Effective Time, Enterprise Group and GST will conduct the businesses of the Enterprise Group Fund and the GST Fund, respectively, only in the ordinary course and in accordance with this Agreement and the current prospectuses and statements of additional information of Enterprise Group or GST, as applicable. It is understood that such ordinary course of business shall include (a) the declaration and payment of customary dividends and other distributions; (b) shareholder purchases and redemptions; (c) the withdrawal of a portion or all of the seed capital and investments of ECM or AXA (prior to the Effective Time) in the Enterprise Group Fund or GSAM in the GST Fund; and (d) the continued good faith performance by the investment adviser, sub-advisers, administrator,

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distributor and other service providers of their respective responsibilities in accordance with their agreements with Enterprise Group or GST, as applicable, and applicable Law. In order to facilitate the transfer of Fund Assets at the Effective Time, GSAM may request in writing that ECM use its commercially reasonable best efforts, subject to its fiduciary duty and that of the investment sub-adviser to the Enterprise Group Fund, to limit or cease portfolio trading on behalf of the Enterprise Group Fund for a period of up to three days prior to the Valuation Time. ECM agrees that it will accommodate such requests to the extent such trading restrictions are consistent with the investment objectives, policies and strategies of the Enterprise Group Fund and consistent with fulfilling its fiduciary obligations as an investment adviser. No Party shall take any action that would, or would reasonably be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect.
      5.2 Shareholders’ Meeting. Enterprise Group will call, convene and hold a meeting of shareholders of the Enterprise Group Fund as soon as practicable, in accordance with applicable Law and the Enterprise Group Governing Documents, for the purpose of approving this Agreement and the transactions contemplated herein as set forth in the Proxy Statement/ Prospectus, and for such other purposes as may be necessary or desirable. In the event that, for the Enterprise Group Fund, insufficient votes are received from shareholders, the meeting may be adjourned as permitted under the Enterprise Group Governing Documents and applicable Law, and as set forth in the Proxy Statement/ Prospectus in order to permit further solicitation of proxies.
      5.3 Proxy Statement/ Prospectus and Registration Statement. Enterprise Group and GST each will cooperate with each other in the preparation of the Proxy Statement/ Prospectus and Registration Statement and cause the Registration Statement to be filed with the SEC in a form satisfactory to GST and Enterprise Group and their respective counsel as promptly as practicable. Upon effectiveness of the Registration Statement, Enterprise Group will cause the Proxy Statement/ Prospectus to be delivered to shareholders of the Enterprise Group Fund entitled to vote on this Agreement and the transactions contemplated herein in accordance with the Enterprise Group Governing Documents. Each Party will provide the materials and information necessary to prepare the Registration Statement, for inclusion therein, in connection with the shareholder meeting of the Enterprise Group Fund to consider the approval of this Agreement and the transactions contemplated herein. If, at any time prior to the Effective Time, a Party becomes aware of any untrue statement of material fact or omission to state a material fact required to be stated therein or necessary to make the statements made not misleading in light of the circumstances under which they were made, the Party discovering the item shall notify the other Party and the Parties shall cooperate in promptly preparing, filing and clearing with the SEC and, if appropriate, distributing to shareholders appropriate disclosure with respect to the item. Prior to filing the Registration Statement or any amendment or supplement thereto, GST will afford Enterprise Group and its Independent Directors a reasonable opportunity to review and comment thereon, and will obtain Enterprise Group’s consent to the filing thereof (such consent will not be unreasonably withheld).
      5.4 Information. Enterprise Group and GST will furnish to one another, and the other’s accountants, legal counsel and other representatives, throughout the period prior to the Effective Time, all such documents and other information concerning the Enterprise Group Fund and the GST Fund, respectively, and their business and properties as may reasonably be requested by the other Party. Such cooperation shall include providing copies of reasonably requested documents and other information. Each Party shall make its employees and officers available on a mutually convenient basis to provide an explanation of any documents or information provided hereunder to the extent, if any, that the Party’s employees are familiar with such documents or information.
      5.5 Notice of Material Changes. Each Party will notify the other Party of any event causing a Material Adverse Effect to such Party as soon as practicable following such Party’s Knowledge of any event causing such a Material Adverse Effect.
      5.6 Financial Statements. At the Closing, Enterprise Group will deliver to GST an unaudited statement of assets and liabilities of the Enterprise Group Fund, together with a schedule of portfolio investments as of and for the interim period ending at the Valuation Time. These financial statements will present fairly the financial position and portfolio investments of the Enterprise Group Fund as of the Valuation Time in conformity with U.S. generally accepted accounting principles applied on a consistent basis, and there will be no material contingent liabilities of the Enterprise Group Fund not disclosed in said financial statements. These financial

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statements shall be certified by the treasurer of Enterprise Group as, to the best of his or her Knowledge, complying with the requirements of the preceding sentence. At the Closing, GST will deliver to Enterprise Group an unaudited statement of assets and liabilities of the GST Fund (including a schedule of portfolio investments) meeting the requirements of the preceding three sentences, except that they shall be certified by GST’s treasurer. Enterprise Group also will deliver to GST at or before the Effective Time, the detailed tax-basis accounting records for each security or other investment to be transferred to GST hereunder, which shall be prepared in accordance with the requirements for specific identification tax-lot accounting and clearly reflect the basis used for determination of gain and loss realized on the partial sale of any security to be transferred to the GST Fund.
      5.7 Other Necessary Action. Enterprise Group and GST will each take all necessary action and use its reasonable best efforts to complete all filings, obtain all governmental and other consents and approvals and satisfy any other provision required for consummation of the transactions contemplated by this Agreement.
      5.8 Dividends. Prior to the Valuation Time, the Enterprise Group Fund shall have declared and at or before the Valuation Time each shall have paid a dividend, which, together with all previous dividends, shall have the effect of distributing to its shareholders all of the Enterprise Group Fund’s investment company taxable income (within the meaning of Section 852(b)(2) of the Code, computed without regard to any deduction for dividends paid), if any, plus any excess of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods or years ending at or before the Effective Time, and all of the Enterprise Group Fund’s net capital gain (as defined in Section 1222(11) of the Code), if any, after reduction for any capital loss carryforwards, recognized in all taxable periods or years ending at or before the Effective Time.
      5.9 Books and Records. Upon reasonable notice, each Party will make available to the other Party for review any Books and Records which are reasonably requested by such other Party in connection with this Reorganization.
      5.10 Issued Shares. The GST Shares to be issued and delivered to Enterprise Group for the account of the Enterprise Group Fund (and to be distributed immediately thereafter to its shareholders) pursuant to this Agreement, will have been duly authorized at the Effective Time. Said shares when issued and delivered will be registered under the 1933 Act, will be duly and validly issued, fully paid and non-assessable. No shareholder of the GST Fund shall have any statutory or contractual preemptive right of subscription or purchase in respect thereof. The shareholders of the Enterprise Group Fund shall not pay any front-end or deferred sales charge in connection with the Fund Transaction. The shareholders of the Enterprise Group Fund who receive GST Shares pursuant to this Agreement shall be credited by GST with, and shall carry over, the holding period of their respective Enterprise Group Fund shares for all purposes including the calculation of any contingent deferred sales charges and the conversion of these shares to another class of shares of GST. In addition, GST Shares received pursuant to this Agreement shall be included in determining any sales load reductions (e.g., under a rights of accumulation arrangement) on purchases of shares of the GST Fund after the Fund Transaction.
      5.11 Section 15(f). GST and GSAM shall from and after the Effective Time (i) use their reasonable best efforts so that for a period of three years after the Effective Time, at least 75% of the GST Board are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of GSAM, ECM or AXA. In addition, GST, GSAM, ECM and AXA from and after the Effective Time, shall refrain from imposing or seeking to impose for a period of two years after the Effective Time, any “unfair burden” on the GST Fund (within the meaning of the 1940 Act) as a result of the transactions contemplated by this Agreement or any terms, conditions or understandings applicable thereto.
ARTICLE VI
CONDITIONS PRECEDENT
      6.1 Conditions Precedent to Obligations of Enterprise Group. The obligation of Enterprise Group to conclude the transactions provided for herein shall be subject, at its election, to the performance by GST of all of

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the obligations to be performed by it hereunder at or before the Effective Time, and, in addition thereto, to the following further conditions unless waived by Enterprise Group in writing:
           (a) All representations and warranties of GST, on behalf of itself and the GST Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time with the same force and effect as if made at and as of the Effective Time; provided that GST shall be given a period of 30 Business Days from the date on which any such representation or warranty shall not be true and correct in all material respects to cure such condition.
           (b) GST shall have furnished to Enterprise Group the opinion of Drinker Biddle & Reath LLP dated as of the Effective Time, substantially to the effect that:
                (i) GST is a statutory trust, validly existing and in good standing under Delaware Law, and has power under the GST Governing Documents to conduct its business and own its assets as described in its currently effective registration statement on Form N-1A;
                (ii) GST is registered with the SEC under the 1940 Act as an open-end management investment company and its registration with the SEC is in full force and effect;
                (iii) the GST shares to be issued and delivered by GST pursuant to this Agreement have been duly authorized for issuance and, when issued and delivered as provided herein, will be validly issued, fully paid and non-assessable under Delaware Law and that the holders of GST shares will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation Law of the State of Delaware (except that no opinion need to be expressed as to such holders who are also Trustees of GST); and no preemptive rights of shareholders exist with respect to any such shares or the issue or delivery thereof;
                (iv) except as disclosed in writing to Enterprise Group, such counsel knows of no material legal proceedings pending or threatened against GST;
                (v) this Agreement has been duly authorized, executed and delivered under the applicable Laws of the State of Delaware by GST and, assuming due authorization, execution and delivery by Enterprise Group, constitutes a valid and legally binding obligation of GST, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and to general equity principles;
                (vi) the Registration Statement has become effective under the 1933 Act and, to the Knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or threatened by the SEC;
                (vii) to the Knowledge of such counsel, as of the date of its mailing, the Proxy Statement/ Prospectus, and as of the date of its filing, the Registration Statement (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder;
                (viii) the execution and delivery of this Agreement did not and the consummation of the transactions herein contemplated will not conflict with or result in a material breach of the terms or provisions of, or constitute a material default under, the GST Governing Documents or any material agreement or instrument known to such counsel to which GST is a party or by which any properties belonging to GST may be bound;
                (ix) the execution and delivery of this Agreement did not and the consummation of the transactions herein contemplated will not conflict with or result in a material violation by GST or the GST Fund of any terms, conditions, or provisions of any federal securities Law or Delaware Law; and
                (x) to the Knowledge of such counsel, no consent, approval, authorization, or other action by or filing with any Governmental or Regulatory Body is required in connection with the consummation of the

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transactions herein contemplated, except such as have been obtained or made under the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder and Delaware Law and except such as may be required under state securities Laws.
      In rendering such opinion, Drinker Biddle & Reath LLP may rely upon certificates of officers of GST and of public officials as to matters of fact.
      Such opinion (i) shall state that while such counsel have not verified, and are not passing upon and do not assume responsibility for, the accuracy, completeness or fairness of any portion of the Registration Statement or any amendment thereof or supplement thereto, they have generally reviewed and discussed certain information furnished therein with respect to the GST Fund with certain officers of GST and that in the course of such review and discussion no facts came to the attention of such counsel which caused them to believe that, on the mailing date of the Proxy Statement/ Prospectus and on the effective date of the Registration Statement and any amendment thereof or supplement thereto and only insofar as they relate to the information furnished with respect to GST and the GST Fund, the Proxy Statement/ Prospectus, Registration Statement or any amendment thereof or supplement thereto contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) shall state that such counsel do not express any opinion or belief as to the financial statements, other financial data, statistical data or financial information relating to GST and the GST Fund contained or incorporated by reference in the Registration Statement; (iii) may rely on the opinion of other counsel to the extent set forth in such opinion, provided such other counsel is reasonably acceptable to Enterprise Group; and (iv) shall state that such opinion is solely for the benefit of Enterprise Group and its directors and officers.
           (c) GST shall have furnished to Enterprise Group a certificate of GST, signed by the president and treasurer of GST, dated as of the Effective Time, to the effect that they have examined the Proxy Statement/ Prospectus and the Registration Statement (and any supplement thereto) and this Agreement and that:
                (i) the representations and warranties of GST in this Agreement are true and correct in all material respects on and as of the Effective Time and GST has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Effective Time;
                (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or, to GST’s Knowledge, threatened in writing; and
                (iii) since the date of the most recent financial statements of the GST Fund included in the Proxy Statement/ Prospectus (or any supplement thereto), there has been no Material Adverse Effect on the business or properties of any of the GST Fund (other than changes in the ordinary course of business, including, without limitation, dividends and other distributions in the ordinary course and changes in net asset value per share), except as set forth in or contemplated in the Proxy Statement/ Prospectus (or any supplement thereto).
           (d) At the Valuation Time and Effective Time, except as previously disclosed to Enterprise Group in writing, and except as have been corrected as required by applicable Law, and to the best of GST’s Knowledge, there shall have been no material miscalculations of the net asset value of the GST Fund or the net asset value per share of any series of shares during the twelve-month period preceding the Valuation Time and Effective Time, and all such calculations shall have been made in accordance with the applicable provisions of the 1940 Act. At the Valuation Time and Effective Time, all liabilities chargeable to each share class of a GST Fund which are required to be reflected in the net asset value per share of a share class of a GST Fund in accordance with applicable Law will be reflected in the net asset value per share of such share class of a GST Fund.
           (e) The Secretary of Enterprise Group shall have received the confirmation from GST required under paragraph 3.3 of this Agreement.
           (f) GST shall have duly executed and delivered to Enterprise Group, on behalf of the GST Fund, such assumptions of Liabilities and other instruments as Enterprise Group may reasonably deem necessary or desirable to evidence the transactions contemplated by this Agreement, including the assumption of all of the Liabilities of the Enterprise Group Fund by the GST Fund, other than the Excluded Liabilities.

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           (g) Enterprise Group shall have completed to its satisfaction its due diligence review of GST and the GST Fund.
      6.2 Conditions Precedent to Obligations of GST. The obligation of GST to conclude the transactions provided for herein shall be subject, at its election, to the performance by Enterprise Group of all of the obligations to be performed by it hereunder at or before the Effective Time, and, in addition thereto, to the following further conditions unless waived by GST in writing:
           (a) All representations and warranties of Enterprise Group, on behalf of itself and the Enterprise Group Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time with the same force and effect as if made at and as of the Effective Time; provided that Enterprise Group shall be given a period of 30 Business Days from the date on which any such representation or warranty shall not be true and correct in all material respects to cure such condition.
           (b) Enterprise Group shall have furnished to GST the opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP dated as of the Effective Time, substantially to the effect that:
                (i) Enterprise Group is a corporation, validly existing and in good standing under Maryland Law, and has power under the Enterprise Group Governing Documents to conduct its business and own its assets as described in its currently effective registration statement on Form N-1A;
                (ii) Enterprise Group is registered with the SEC under the 1940 Act as an open-end management investment company and its registration with the SEC is in full force and effect;
                (iii) all issued and outstanding Enterprise Group shares of the Enterprise Group Fund as of the Effective Time are duly authorized, validly issued, fully paid and non-assessable under Maryland Law; and no preemptive rights of shareholders exist with respect to any such shares or the issue or delivery thereof;
                (iv) except as disclosed in writing to GST, such counsel knows of no material legal proceedings pending or threatened against Enterprise Group;
                (v) this Agreement has been duly authorized, executed and delivered under the applicable Laws of the State of Maryland by Enterprise Group and, assuming due authorization, execution and delivery by GST, constitutes a valid and legally binding obligation of Enterprise Group, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and to general equity principles;
                (vi) to the Knowledge of such counsel, as of the date of its mailing, the Proxy Statement/ Prospectus, and as of the date of its filing, the Registration Statement (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the SEC thereunder;
                (vii) the execution and delivery of this Agreement did not and the consummation of the transactions herein contemplated will not conflict with or result in a material breach of the terms or provisions of, or constitute a material default under, the Enterprise Group Governing Documents or any material agreement or instrument known to such counsel to which Enterprise Group is a party or by which any properties belonging to Enterprise Group may be bound;
                (viii) the execution and delivery of this Agreement did not and the consummation of the transactions herein contemplated will not conflict with or result in a material violation by Enterprise Group or the Enterprise Group Fund of any terms, conditions, or provisions of any federal securities Law or Maryland Law; and
                (ix) to the Knowledge of such counsel, no consent, approval, authorization or other action by or filing with any Governmental or Regulatory Body is required in connection with the consummation of the transactions herein contemplated, except such as have been obtained or made under the 1933 Act, 1934 Act and

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the 1940 Act and the applicable rules and regulations of the SEC thereunder and Maryland Law and except such as may be required under state securities Laws.
      In rendering such opinion, Kirkpatrick & Lockhart Preston Gates Ellis LLP may rely upon certificates of officers of Enterprise Group and of public officials as to matters of fact.
      Such opinion (i) shall state that while such counsel have not verified, and are not passing upon and do not assume responsibility for, the accuracy, completeness or fairness of any portion of the Registration Statement or any amendment thereof or supplement thereto, they have generally reviewed and discussed certain information furnished therein with respect to the Enterprise Group Fund with certain officers of Enterprise Group and that in the course of such review and discussion no facts came to the attention of such counsel which caused them to believe that, on the mailing date of the Proxy Statement/ Prospectus and on the effective date of the Registration Statement and any amendment thereof or supplement thereto and only insofar as they relate to the information furnished with respect to Enterprise Group and the Enterprise Group Fund, the Proxy Statement/ Prospectus, Registration Statement or any amendment thereof or supplement thereto contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) shall state that such counsel do not express any opinion or belief as to the financial statements, other financial data, statistical data or financial information relating to Enterprise Group and the Enterprise Group Fund contained or incorporated by reference in the Registration Statement; (iii) may rely on the opinion of other counsel to the extent set forth in such opinion, provided such other counsel is reasonably acceptable to GST; and (iv) shall state that such opinion is solely for the benefit of GST and its Trustees and officers.
           (c) Enterprise Group shall have furnished to GST the unaudited statements required by paragraph 5.6.
           (d) Enterprise Group shall have furnished to GST a certificate of Enterprise Group, signed by the president and treasurer of Enterprise Group, dated as of the Effective Time, to the effect that they have examined the Proxy Statement/ Prospectus and the Registration Statement (and any supplement thereto) and this Agreement and that:
                (i) the representations and warranties of Enterprise Group in this Agreement are true and correct in all material respects on and as of the Effective Time and Enterprise Group has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Effective Time; and
                (ii) since the date of the most recent financial statements of the Enterprise Group Fund included in the Proxy Statement/ Prospectus (or any supplement thereto), there has been no Material Adverse Effect on the business or properties of any of the Enterprise Group Fund (other than changes in the ordinary course of business, including, without limitation, dividends and other distributions in the ordinary course and changes in net asset value per share), except as set forth in or contemplated in the Proxy Statement/ Prospectus (or any supplement thereto).
           (e) Enterprise Group shall have duly executed and delivered to GST, on behalf of the Enterprise Group Fund, such bills of sale, assignments, certificates and other instruments of transfer, including transfer instructions to Enterprise Group’s custodian and instructions to GST’s transfer agent as GST may reasonably deem necessary or desirable to evidence the transfer to the GST Fund of the Enterprise Group Fund all of the right, title and interest of the Enterprise Group Fund in and to the Fund Assets of the Enterprise Group Fund. In each case, the Fund Assets of the Enterprise Group Fund shall be accompanied by all necessary state stock transfer stamps or cash for the appropriate purchase price therefor.
           (f) GST shall have received: (i) a certificate of an authorized signatory of JP Morgan, as custodian for Enterprise Group, stating that the Fund Assets of the Enterprise Group Fund have been delivered to GST; (ii) a certificate of an authorized signatory from State Street, as custodian for GST, stating that the Fund Assets of the Enterprise Group Fund has been received; and (iii) a certificate of an authorized signatory of Enterprise Group confirming that Enterprise Group has delivered its records containing the names and addresses of the record holders of each series of Enterprise Group shares and the number and percentage (to three decimal places) of

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ownership of the series of Enterprise Group Shares owned by the holder as of the close of business at the Valuation Time.
           (g) At the Valuation Time and Effective Time, except as previously disclosed to GST in writing, and except as have been corrected as required by applicable Law, and to the best of Enterprise Group’s Knowledge, there shall have been no material miscalculations of the net asset value of the Enterprise Group Fund or the net asset value per share of any series of shares during the twelve-month period preceding the Valuation Time and Effective Time, and all such calculations shall have been made in accordance with the applicable provisions of the 1940 Act. At the Valuation Time and Effective Time, all Liabilities chargeable to each share class of the Enterprise Group Fund which are required to be reflected in the net asset value per share of a share class of the Enterprise Group Fund in accordance with applicable Law will be reflected in the net asset value per share of such share class of the Enterprise Group Fund.
           (h) GST shall have completed to its satisfaction its due diligence review of Enterprise Group and the Enterprise Group Fund.
           (i) Enterprise Group’s agreements with each of its service contractors shall have terminated at the Effective Time with respect to the Enterprise Group Fund, and each Party has received assurance that no claims for damages (liquidated or otherwise) will arise as a result of such termination.
      6.3 Other Conditions Precedent. Unless waived in writing by the Parties with the consent of their respective boards of directors/ trustees, the consummation of the Fund Transaction is subject to the fulfillment, prior to or at the Effective Time, of each of the following conditions:
           (a) This Agreement and the transactions contemplated herein, with respect to a particular Fund Transaction, shall have been approved by the requisite vote of the holders of the outstanding shares of the Enterprise Group Fund in accordance with the provisions of the Enterprise Group Governing Documents, applicable Maryland Law and the 1940 Act. Notwithstanding anything herein to the contrary, neither Enterprise Group nor GST may waive the conditions set forth in this paragraph 6.3(a) with respect to the Fund Transaction.
           (b) The Registration Statement shall have become effective under the 1933 Act, and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been pending or threatened in writing.
           (c) Enterprise Group and GST shall have received an opinion or opinions from Drinker Biddle & Reath LLP (based upon certain facts, qualifications, assumptions and representations) that with respect to the Reorganization, for federal income tax purposes:
                (i) The Fund Transaction will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and the GST Fund and Enterprise Group Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;
                (ii) the Enterprise Group Fund will recognize no gain or loss (A) upon the transfer of its Fund Assets to the GST Fund in exchange for GST Shares of the GST Fund and the assumption of all of the Liabilities of the Enterprise Group Fund, and (B) upon the distribution of those GST Shares to the shareholders of the Enterprise Group Fund;
                (iii) the GST Fund will recognize no gain or loss upon the receipt of the Fund Assets of the Enterprise Group Fund in exchange for GST Shares of the GST Fund and the assumption of all of the Liabilities of the Enterprise Group Fund;
                (iv) the tax basis in the hands of the GST Fund of each asset of the Enterprise Group Fund transferred to the GST Fund in the Reorganization will be the same as the basis of that asset in the hands of the Enterprise Group Fund immediately before the transfer;
                (v) the holding period of each asset of the Enterprise Group Fund in the hands of the GST Fund will include the period during which that asset was held by the Enterprise Group Fund;

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                (vi) the shareholders of the Enterprise Group Fund will recognize no gain or loss upon their receipt of GST Shares of the GST Fund;
              (vii)  the aggregate tax basis of the GST Shares of the GST Fund received by each shareholder of the Enterprise Group Fund will equal the aggregate tax basis of the Enterprise Group Fund shares surrendered in exchange therefor;
              (viii) the holding period of GST Shares received by each Enterprise Group Fund shareholder will include the holding period of the Enterprise Group Fund shares surrendered in exchange therefor, provided that the Enterprise Group Fund shares are held by that shareholder as capital assets on the date of the exchange; and
              (ix)  the GST Fund will succeed to and take into account the tax attributes of the Enterprise Group Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder.
The delivery of the foregoing opinion is conditioned upon receipt by Drinker Biddle & Reath LLP of representations that it shall request of the Parties substantially in the form of the draft representations Drinker Biddle & Reath LLP provided to them, and they agreed to, shortly before execution of this Agreement.
           (d) At the Effective Time, the SEC shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, and there shall be no proceedings pending that would seek to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. No Action or Proceeding against Enterprise Group or GST or their respective officers, directors or trustees shall be threatened in writing or pending before any court or other Governmental or Regulatory Body in which it will seek, or seeks to restrain or prohibit any of the transactions contemplated by this Agreement or to obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby.
           (e) GSAM, ECM and AXA shall have executed and duly delivered to each other a certain asset purchase agreement by and among GSAM, AXA, AXA Financial, Inc., ECM and Enterprise Fund Distributors, Inc. (the “Asset Purchase Agreement”).
ARTICLE VII
EXPENSES
      Enterprise Group and GST will not bear any fees, expenses or explicit brokerage commissions in connection with the transactions contemplated by this Agreement. The responsibility for payment of all of the fees, expenses and explicit brokerage commissions in connection with entering into and carrying out the transactions contemplated by this Agreement, whether or not the transactions contemplated hereby are concluded, shall be allocated among ECM, AXA and GSAM (or any Affiliate thereof) as ECM, AXA and GSAM shall agree.
ARTICLE VIII
AMENDMENTS AND TERMINATION
      8.1 Amendments. The Parties may amend this Agreement in such manner as may be agreed upon, whether before or after the meetings of shareholders of the Enterprise Group Fund at which action upon this Agreement and the transactions contemplated hereby is to be taken; provided, however, that after the requisite approval of the shareholders of the Enterprise Group Fund has been obtained, this Agreement shall not be amended or modified so as to change the provisions with respect to the transactions herein contemplated in any manner that would materially and adversely affect the rights of such shareholders without their further approval. Nothing in this paragraph 8.1 shall be construed to prohibit the Parties from amending this Agreement to change the Valuation Time or Effective Time.

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      8.2 Termination. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated at any time prior to the Effective Time:
           (a) by the mutual written consent of the Parties;
           (b) by Enterprise Group (i) following a material breach by GST of any of its representations, warranties or covenants contained in this Agreement, provided that GST shall have been given a period of 10 Business Days from the date of the occurrence of such material breach to cure such breach and shall have failed to do so; (ii) if any of the conditions set forth in paragraphs 6.1 and 6.3 are not satisfied as specified in said paragraphs on or before December 31, 2007; or (iii) upon the occurrence of an event which has a Material Adverse Effect upon GST or the GST Fund;
           (c) by GST (i) following a material breach by Enterprise Group of any of its representations, warranties or covenants contained in this Agreement, provided that Enterprise Group shall have been given a period of 10 Business Days from the date of the occurrence of such material breach to cure such breach and shall have failed to do so; (ii) if any of the conditions set forth in paragraphs 6.2 and 6.3 are not satisfied as specified in said paragraphs on or before December 31, 2007; or (iii) upon the occurrence of an event which has a Material Adverse Effect upon the Enterprise Group or the Enterprise Group Fund;
           (d) by either Party by written notice to the other Party following a determination by the terminating Party’s Board that the consummation of the Reorganization is not in the best interest of its shareholders; or
           (e) by either Party if the Effective Time does not occur by December 31, 2007.
      If a Party terminates this Agreement in accordance with this paragraph 8.2, in the absence of willful default there shall be no liability for damages on the part of any Party, or the directors or officers of such Party. In the event of willful default, all remedies at Law or in equity of the Party adversely affected shall survive.
ARTICLE IX
PUBLICITY; CONFIDENTIALITY
      9.1 Publicity. Any public announcements or similar publicity with respect to this Agreement or the transactions contemplated herein will be made at such time and in such manner as the Parties mutually shall agree in writing, provided that nothing herein shall prevent either Party from making such public announcements as may be required by Law, in which case the Party issuing such statement or communication shall advise the other Party prior to such issuance.
      9.2 Confidentiality. (a) The Parties, GSAM, ECM and AXA (for purposes of this paragraph 9.2, the “Protected Persons”) will hold, and will cause their board members, officers, employees, representatives, agents and Affiliates to hold, in strict confidence, and not disclose to any other Person, and not use in any way except in connection with the transactions herein contemplated, without the prior written consent of the other Protected Persons, all confidential information obtained from the other Protected Persons in connection with the transactions contemplated by this Agreement, except such information may be disclosed: (i) to Governmental or Regulatory Bodies, and, where necessary, to any other Person in connection with the obtaining of consents or waivers as contemplated by this Agreement; (ii) if required by court order or decree or applicable Law; (iii) if it is publicly available through no act or failure to act of such Party; (iv) if it was already known to such Party on a non-confidential basis on the date of receipt; (v) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (vi) if it is otherwise expressly provided for herein.
           (b) In the event of a termination of this Agreement, the Parties, GSAM, ECM and AXA agree that they along with their board members, employees, representative agents and Affiliates shall, and shall cause their Affiliates to, except with the prior written consent of the other Protected Persons, keep secret and retain in strict confidence, and not use for the benefit of itself or themselves, nor disclose to any other Persons, any and all confidential or proprietary information relating to the other Protected Persons and their related parties and Affiliates, whether obtained through their due diligence investigation, this Agreement or otherwise, except such

A-21

 

information may be disclosed: (i) if required by court order or decree or applicable Law; (ii) if it is publicly available through no act or failure to act of such Party; (iii) if it was already known to such Party on a non-confidential basis on the date of receipt; (iv) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (v) if it is otherwise expressly provided for herein.
ARTICLE X
MISCELLANEOUS
      10.1 Entire Agreement. This Agreement (including any schedules delivered pursuant hereto, which are a part hereof) constitutes the entire agreement of the Parties with respect to the matters covered by this Agreement. This Agreement supersedes any and all prior understandings, written or oral, between the Parties and may be amended, modified, waived, discharged or terminated only by an instrument in writing signed by an authorized executive officer of the Party against which enforcement of the amendment, modification, waiver, discharge or termination is sought.
      10.2 Notices. All notices or other communications under this Agreement shall be in writing and sufficient if delivered personally, by overnight courier, by facsimile, telecopied (if confirmed) or sent via registered or certified mail, postage prepaid, return receipt requested, addressed as follows (notices or other communication sent via e-mail shall not constitute notice):
      If to Enterprise Group:
  Enterprise Group of Funds, Inc.
  Atlanta Financial Center
  3343 Peachtree Road, N.E.
  Suite 450
  Atlanta, Georgia 30326-1022
  Attention: Patricia Louie, Esq.
  Telephone No.: (212) 314-5329
  Facsimile No.: (212) 314-4723
  E-mail: patricia.louie@axa-equitable.com
 
  With copies (which shall not constitute notice) to:
 
  Kirkpatrick & Lockhart Preston Gates Ellis LLP (counsel to Enterprise Group)
  1601 K Street, N.W.
  Washington, DC 20006-1600
  Attention: Arthur J. Brown, Esq.
  Telephone No.: (202) 778-9046
  Facsimile No.: (202) 778-9000
  E-mail: abrown@klng.com
 
  Enterprise Capital Management, Inc.
  Atlanta Financial Center
  3343 Peachtree Road, N.E.
  Suite 450
  Atlanta, GA 30326-1022
  Attention: Steven M. Joenk
  Telephone No.: (212) 314-5718
  Facsimile No.: (212) 707-7348
  E-mail: steven.joenk@axa-equitable.com

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  AXA Equitable Life Insurance Company
  1290 Avenue of the Americas, 8th Floor
  New York, NY 10104
  Attention: Patricia Louie, Esq.
  Telephone No.: (212) 314-5329
  Facsimile No.: (212) 314-4723
  E-mail: patricia.louie@axa-equitable.com
          If to GST or GSAM:
  Goldman Sachs Trust
  32 Old Slip
  New York, NY 10005
  Attention: Peter V. Bonanno, Esq.
  Telephone No.: (212) 357-3184
  Facsimile No.: (212) 902-4140
  E-mail: Peter.Bonanno @gs.com
 
  With a copy (which shall not constitute notice) to:
 
  Drinker Biddle & Reath LLP (counsel to GST)
  One Logan Square
  18th & Cherry Streets
  Philadelphia, PA 19103-6996
  Attention: Kenneth L. Greenberg, Esq.
  Telephone No.: (215) 988-1152
  Facsimile No.: (215) 988-2757
  E-mail: Kenneth.Greenberg@dbr.com
      10.3 Waiver. The failure of either Party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of either Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Except as provided in paragraph 6.3(a), a Party may waive any condition to its obligations hereunder (such waiver to be in writing and authorized by an authorized officer of the waiving Party).
      10.4 Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by either Party without the written consent of the other Party. Nothing herein express or implied is intended to or shall confer any rights, remedies or benefits upon any Person other than the Parties hereto.
      10.5 Survival. Except as provided in the next sentence, the respective representations, warranties and covenants contained in this Agreement and in any certificates or other instruments exchanged at the Effective Time as provided in Article VI hereto shall not survive the consummation of the transactions contemplated hereunder. The covenants in paragraphs 1.3, 1.5, 5.6, 5.11, 9.2, 10.9 and 10.14, this paragraph 10.5 and Article VII shall survive the consummation of the transactions contemplated hereunder.
      10.6 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
      10.7 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
      10.8 Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to its principles of conflicts of Laws.

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      10.9 Further Assurances. Subject to the terms and conditions herein provided, each of the Parties hereto shall use its reasonable best efforts to take, or cause to be taken, such action to execute and deliver, or cause to be executed and delivered, such additional documents and instruments and to do, or cause to be done, all things necessary, proper or advisable under the provisions of this Agreement and under applicable Law to consummate and make effective the Fund Transactions contemplated by this Agreement, including, without limitation, delivering and/or causing to be delivered to the other Party hereto each of the items required under this Agreement as a condition to such Party’s obligations hereunder. In addition, Enterprise Group shall deliver or cause to be delivered to GST at the Closing, the Books and Records of the Enterprise Group Fund (regardless of whose possession they are in).
      10.10 Beneficiaries. Nothing contained in this Agreement shall be deemed to create rights in Persons not Parties (including, without limitation, any shareholder of GST or Enterprise Group) except that the Enterprise Group Independent Directors are intended third-party beneficiaries of the provisions of paragraph 1.3 herein.
      10.11 Failure of Any Fund(s) to Consummate the Transactions.
           (a) In the event that the Enterprise Group Fund fails to obtain the required shareholder vote for approval of this Agreement with respect to the Fund Transaction in which it is participating at or prior to the Effective Time, the Parties shall continue the solicitation of the shareholders of the Enterprise Group Fund. If approval of this Agreement is denied by the shareholders of the Enterprise Group Fund, the Enterprise Group Fund shall resolicit shareholders and make such new or amended filings as are required or desirable to obtain shareholder approval. Notwithstanding the foregoing, if the required shareholder vote for approval of this Agreement with respect to the Fund Transaction has not been obtained on or before the nine-month anniversary of the originally scheduled Effective Time (and before the date specified in paragraph 8.2(e)), then the Parties, ECM, AXA and GSAM shall take such actions as provided in the Asset Purchase Agreement.
           (b) No Fund Transaction involving the Enterprise Group Fund shall be consummated until shareholders of certain portfolios of the AXA Enterprise Multimanager Funds Trust (“Multimanager Trust”) or the AXA Enterprise Funds Trust (“Enterprise Trust”) approve related agreements and plans of reorganization such that the Enterprise Group Fund and the portfolios of the Multimanager Trust and Enterprise Trust whose shareholders provided approval have combined total assets under management of at least $1,000,000,000. If shareholder approval of this Agreement with respect to the Fund Transaction has not been received on or before the Effective Time and the Closing, then, if such approvals are ultimately received, a subsequent Closing shall occur, at such time and place and on such date (and with such Effective Time) as is mutually agreed in writing by an authorized officer of each Party. It is agreed that such subsequent Closing shall not be set in a piecemeal fashion and that no subsequent Fund Transaction involving the Enterprise Group Fund shall be consummated until shareholders of the Multimanager Trust or Enterprise Trust with combined total assets under management of at least $500,000,000 approve their respective agreements with respect to their respective reorganizations. Notwithstanding the foregoing, a Fund Transaction involving the Enterprise Group Fund along with portfolios of Multimanager Trust or Enterprise Trust will be consummated with a lesser amount of combined total assets under management if no other reorganizations are reasonably believed by ECM or AXA to occur by December 31, 2007 or if it is mutually agreed in writing by an authorized officer of each Party.
      10.12 Validity. Whenever possible, each provision and term of this Agreement shall be interpreted in a manner to be effective and valid, but if any provision or term of this Agreement is held to be prohibited by Law or invalid, then such provision or term shall be ineffective only in the jurisdiction or jurisdictions so holding and only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of this Agreement.
      10.13 Effect of Facsimile Signature. A facsimile signature of an authorized officer of a Party hereto on any Transfer Document shall have the same effect as if executed in the original by such officer.
      10.14 GST Liability. The name “Goldman Sachs Trust” is the designation of the trustees for the time being under an Agreement and Declaration of Trust dated January 28, 1997, as amended from time to time, and all Persons dealing with GST or a GST Fund must look solely to the property of GST or the GST Fund for the enforcement of any claims as none of its trustees, officers, agents or shareholders assume any personal liability

A-24

 

for obligations entered into on behalf of GST. No GST Fund shall be liable for any claims against any other GST Fund. Both Parties along with GSAM, ECM and AXA specifically acknowledge and agree that any liability of GST under this Agreement with respect to the GST Fund, or in connection with the transactions contemplated herein with respect to the GST Fund, shall be discharged only out of the assets of the GST Fund and that no other portfolio of GST shall be liable with respect thereto.
ARTICLE XI
DEFINITIONS
      As used in this Agreement, the following terms have the following meanings:
      “Action or Proceeding” means any action, suit or proceeding by any Person, or any investigation or audit by any Governmental or Regulatory Body.
      “Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common control with such first Person.
      “Agreement” has the meaning specified in the preamble.
      “Asset Purchase Agreement” has the meaning specified in paragraph 6.3(e).
      “AXA” has the meaning specified in the preamble.
      “Books and Records” means Enterprise Group’s or GST’s accounts, books, records or other documents (including but not limited to minute books, stock transfer ledgers, financial statements, tax returns and related work papers and letters from accountants, and other similar records) required to be maintained by Enterprise Group or GST with respect to the Enterprise Group Fund or GST Fund, as applicable, pursuant to Section 31(a) of the 1940 Act and Rules 31a-1 to 31a-3 thereunder.
      “Business Day” means a day other than Saturday, Sunday or a day on which banks located in New York City are authorized or obligated to close.
      “Closing” has the meaning specified in paragraph 3.1.
      “Code” has the meaning specified in the recitals.
      “Delaware Law” has the meaning specified in paragraph 1.1.
      “Effective Time” has the meaning specified in paragraph 3.1.
      “Enterprise Group Fund” has the meaning specified in the preamble.
      “Enterprise Group Governing Documents” has the meaning specified in paragraph 1.1.
      “Enterprise Group” has the meaning specified in the preamble.
      “Enterprise Group Board” has the meaning specified in the recitals.
      “Enterprise Trust” has the meaning specified in paragraph 10.11(b).
      “Excluded Liabilities” has the meaning specified in paragraph 1.3.
      “Fund Assets” means all properties and assets of every kind and description whatsoever, including, without limitation, all cash, cash equivalents, securities, claims (whether absolute or contingent, known or unknown, accrued or unaccrued and including, but not limited to, any claims that Enterprise Group may have against ECM or AXA and receivables (including dividend and interest receivable), goodwill and other intangible property, Books and Records, and all interests, rights, privileges and powers, owned by Enterprise Group on behalf of the Enterprise Group Fund, and any prepaid expenses shown on the Enterprise Group Fund’s books at the Valuation Time, excluding (a) the estimated costs of extinguishing any Excluded Liability; (b) cash in an amount necessary to pay dividends pursuant to paragraph 5.8, and (c) Enterprise Group’s rights under this Agreement.
      “Fund Transaction” has the meaning specified in paragraph 1.1.

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      “Governmental or Regulatory Body” means any court, tribunal, or government or political subdivision, whether federal, state, county, local or foreign, or any agency, authority, official or instrumentality of any such government or political subdivision.
      “GSAM” has the meaning specified in the preamble.
      “GST” has the meaning specified in the preamble.
      “GST Board” has the meaning specified in the recitals.
      “GST Fund” has the meaning specified in the preamble.
      “GST Governing Documents” has the meaning specified in paragraph 4.2(a).
      “GST Shares” has the meaning specified in paragraph 1.4.
      “Independent Directors” has the meaning specified in the recitals.
      “Independent Trustees” has the meaning specified in the recitals.
      “JP Morgan” has the meaning specified in paragraph 2.4.
      “Knowledge” means (i) with respect to Enterprise Group and the Enterprise Group Fund, the actual knowledge after reasonable inquiry of Enterprise Group’s directors or officers, ECM or AXA in their capacity as a service provider to Enterprise Group and any sub-adviser affiliated with AXA and (ii) with respect to GST and the GST Fund, the actual knowledge after reasonable inquiry of GST’s trustees or officers, or GSAM in its capacity as a service provider to GST.
      “Known Liabilities” means, with respect to Enterprise Group and the Enterprise Group Fund, those Liabilities of which Enterprise Group’s directors or officers, ECM, AXA, or any applicable sub-advisor, sub-administrator, distributor, transfer agent, shareholder servicing agent, auditor, or custodian has Knowledge.
      “Law” means any law, statute, rule, regulation or ordinance of any Governmental or Regulatory Body.
      “Liabilities” means all existing and future liabilities and obligations of any nature, whether known or unknown, accrued or unaccrued, absolute or contingent, conditional or unmatured, or otherwise of the Enterprise Group Fund including, but not limited to, (i) those reflected on an unaudited statement of assets and liabilities of the Enterprise Group Fund prepared by AXA as of the Valuation Time in accordance with U.S. generally accepted accounting principles consistently applied from the prior audited reporting period and reviewed and approved by the respective treasurers of GST and Enterprise Group at the Effective Time, and (ii) all obligations of Enterprise Group to indemnify, hold harmless and advance cost of defense to the Independent Directors of Enterprise Group pursuant to the Enterprise Group Governing Documents, but excluding all such obligations with respect to the officers and non-Independent Directors of Enterprise Group. “Liabilities” does not include, and GST and the GST Funds shall not assume, any Excluded Liabilities.
      “Maryland Law” has the meaning specified in paragraph 1.1.
      “Material Adverse Effect” as to any Person means a material adverse effect on the business, results of operations or financial condition of such Person. For purposes of this definition, a decline in net asset value of the Enterprise Group Fund or GST Fund arising out of its investment operations or declines in market values of securities in its portfolio, the discharge of liabilities, or the redemption of shares representing interests in such fund, shall not constitute a “Material Adverse Effect.”
      “Multimanager Trust” has the meaning specified in paragraph 10.11 (b).
      “NYSE” has the meaning specified in paragraph 2.5.
      “1940 Act” has the meaning specified in the recitals.
      “1933 Act” means the Securities Act of 1933, as amended.
      “1934 Act” means the Securities Exchange Act of 1934, as amended.

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      “Order” means any writ, judgment, decree, injunction or similar order of any Government or Regulatory Body, in each case whether preliminary or final.
      “Party” and “Parties” each has the meaning specified in the preamble.
      “Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental or Regulatory Body or other entity.
      “Protected Persons” has the meaning specified in paragraph 9.2.
      “Proxy Statement/ Prospectus” has the meaning specified in paragraph 4.1(p).
      “Registration Statement” has the meaning specified in paragraph 4.1(p).
      “Reorganization” has the meaning specified in the recitals.
      “SEC” means the U.S. Securities and Exchange Commission.
      “State Street” has the meaning specified in paragraph 2.4.
      “Valuation Time” has the meaning specified in paragraph 2.5.
[SIGNATURE PAGE FOLLOWS]

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      IN WITNESS WHEREOF, the Parties, AXA and GSAM have caused this Agreement to be duly executed and delivered by their duly authorized officers, as of the day and year first above written.
  THE ENTERPRISE GROUP OF FUNDS, INC.
  By: 
 
 
  Name:  Steven M. Joenk
  Title: President and Chief Executive Officer
  GOLDMAN SACHS TRUST
  By: 
 
 
  Name:  James Fitzpatrick
  Title: Vice President
Solely for purposes of Article VII and Paragraphs 1.3, 1.5, 4.1(i), 5.1, 5.11, 9.2, 10.5, 10.11, and 10.14
ENTERPRISE CAPITAL MANAGEMENT, INC.
By: 
 
Name:  
Title:    
Solely for purposes of Article VII and Paragraphs 1.3, 1.5, 4.1(i), 5.1, 5.11, 9.2, 10.5, 10.11, and 10.14
AXA EQUITABLE LIFE
INSURANCE COMPANY
By: 
 
Name:  
Title: 
Solely for purposes of Article VII and Paragraphs 4.2(i), 5.1, 5.11, 9.2, 10.5, 10.11, and 10.14
GOLDMAN SACHS
ASSET MANAGEMENT, L.P.
By: 
 
Name:  James Fitzpatrick
Title: Managing Director

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APPENDIX B
Comparison of Other Investment Practices and Investment Securities of the AXA Enterprise Fund and the GST Fund
      The tables below compare some of the investment techniques that may (but are not required to) be used by the AXA Enterprise Fund in seeking to achieve its investment objective with those that may be used by the GST Fund. Numbers in this table show allowable usage only; for actual usage, consult the AXA Enterprise Fund’s or GST Fund’s annual/semi-annual reports.
                   
10 Percent of total assets (including securities lending collateral) (Italic type)          
10 Percent of net assets (excluding borrowings for investment purposes) (Roman type)   AXA      
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Enterprise     GST
— Not permitted   Fund     Fund
           
Investment Practices
                  
Borrowings
     • 1       331/3  
Credit, Currency, Index, Interest Rate, Total Return and Mortgage Swaps
     •         —  
Cross Hedging of Currencies
     •         •  
Custodial Receipts and Trust Certificates
     —         •  
Equity Swaps
     •         • 2
Foreign Currency Transactions
     •         • 3
Futures Contracts and Options on Futures Contracts
     •         •  
Investment Company Securities (including iSharesSM and Standard & Poor’s Depositary Receipts™)
     10         10  
Options on Foreign Currencies4
     •         •  
Options on Securities and Securities Indices
     •         • 5
Repurchase Agreements
     •         •  
Securities Lending
     •         331/3  
Short Sales Against the Box
     • 6       25  
Unseasoned Companies
     •         •  
Warrants and Stock Purchase Rights
     •         •  
When-Issued Securities and Forward Commitments
     •         •  
 
1. The AXA Enterprise Fund may borrow to the extent permitted by applicable law.
 
2. Limited to 15% of the GST Fund’s net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
 
3. Limited by the amount the GST Fund invests in foreign securities.
 
4. Each Fund may purchase and sell call and put options.
 
5. The GST Fund may sell covered call and put options and purchase call and put options.
 
6. The AXA Enterprise Fund may also cover a short sale by designating on the records of its subadviser or with the Fund’s custodian cash, U.S. Government securities, or other liquid securities in an amount equal to the market value of the securities sold short.

B-1

 

                   
10 Percent of total assets (excluding securities lending collateral) (Italic type)          
10 Percent of net assets (including borrowings for investment purposes) (Roman type)   AXA      
• No specific % limitation on usage; limited only by the objective and strategies of the Fund   Enterprise     GST
— Not permitted   Fund     Fund
           
Investment Securities
                  
American, European and Global Depositary Receipts
     •         •  
Asset-Backed and Mortgage-Backed Securities
     •         • 1
Bank Obligations
     • 2       • 1
Convertible Securities
     •         • 3
Corporate Debt Obligations
     •         • 1
Equity Investments
     •         90 +
Emerging Country Securities
     —         10 4
Fixed Income Securities
     • 5       • 5
Foreign Securities
     •         25 4
Foreign Government Securities
     •         —  
Municipal Securities
     •         —  
Non-Investment Grade Fixed Income Securities
     —         10 6
Real Estate Investment Trusts (“REITs”)
     •         •  
Stripped Mortgage Backed Securities
     •         —  
Structured Securities
     —         • 7
Temporary Investments
     100         100  
U.S. Government Securities
     •         • 1
 
1. Limited by the amount the GST Fund invests in fixed-income securities
 
2. The AXA Enterprise Fund may invest in Eurodollar and Yankee dollar obligations.
 
3. The GST Fund uses the same rating criteria for convertible and non-convertible debt securities.
 
4. The GST Fund may invest in the aggregate up to 25% of its total assets in foreign securities, including emerging country securities.
 
5. The AXA Enterprise Fund may invest in investment grade securities (i.e., BBB or higher by Standard & Poor’s or Moody’s or have a comparable rating by another NRSRO. Except as noted under “Non-Investment Grade Fixed Income Securities,” fixed income securities purchased by the GST Fund must be investment grade.
 
6. May be BB or lower by Standard & Poor’s, Baa or lower by Moody’s or have a comparable rating by another NRSRO at the time of investment.
 
7. Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.

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APPENDIX C
Comparison of the Investment Restrictions of the AXA Enterprise Fund and the GST Fund
      This section briefly compares and contrasts certain fundamental and non-fundamental investment restrictions of the AXA Enterprise Fund with those of the GST Fund. More complete information may be found in the respective statements of additional information for the AXA Enterprise Fund and GST Fund.
      Unless otherwise indicated, the restrictions discussed below are fundamental policies of the AXA Enterprise Fund and GST Fund. This means that they cannot be changed without approval of shareholders. Investment restrictions that are non-fundamental may be changed for the AXA Enterprise Fund by the Board of Directors of the Enterprise Group and for the GST Fund by the Board of Trustees of GST.
      Maintenance of Status as a “Diversified Company.” Both Funds are “diversified companies” as defined by the 1940 Act. A “diversified company” is one that, with respect to at least 75% of the value of its total assets, is invested in cash, cash items, government securities and other securities. Investments in other securities are limited as to any one issuer to (1) an amount no greater than 5% of the value of the total assets of the fund and (2) not more than 10% of the outstanding voting securities of the issuer.
      Issuance of Senior Securities. The AXA Enterprise Fund is restricted from issuing senior securities or pledging its assets, except as permitted by the 1940 Act and the rules and regulations promulgated thereunder, as each may be amended from time to time and exemptive orders, SEC releases, no action letters or similar relief or interpretations (collectively, “1940 Act Laws, Interpretations and Exemptions”). For purposes of the foregoing restriction, the purchase or sale of securities on a when-issued or delayed delivery basis, reverse repurchase agreements, dollar rolls, short sales, derivative and hedging transactions such as interest rate swap transactions, and collateral arrangements with respect thereto, and obligations of the AXA Enterprise Fund to directors pursuant to deferred compensation arrangements are not deemed to be a pledge of assets or the issuance of a senior security. The GST Fund is prohibited from issuing senior securities to the extent such issuance would violate applicable law.
      Borrowings. The AXA Enterprise Fund may not borrow money or pledge its assets, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. The GST Fund may not borrow money, except that the GST Fund may (1) borrow from banks or through reverse repurchase agreements in amounts up to 331/3% of its total assets (including the amount borrowed), (2) to the extent permitted by applicable law, borrow up to an additional 5% of its total assets for temporary purposes, (3) obtain short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities, and (4) engage in transactions in mortgage dollar rolls which are accounted for as financings. In addition, the GST Fund has a non-fundamental policy that restricts it from purchasing additional securities if borrowings (excluding covered mortgage dollar rolls) exceed 5% of its net assets.
      Securities Underwriting. Both Funds may not underwrite securities issued by others except to the extent that the sale of portfolio securities may be deemed to be an underwriting.
      Concentration in Industries. Both Funds are restricted from concentrating their investments in any particular industry. The AXA Enterprise Fund may invest up to 25% of the value of its total assets in securities of issuers having their principal business activities in the same industry, except for defensive purposes. The GST Fund may not invest 25% or more of its total assets in securities of issuers conducting their principal business activities in the same industry. For both Funds, securities issued by the U.S. government or its agencies or instrumentalities are excluded from this restriction.
      Purchases of Real Estate.  Both the AXA Enterprise Fund and the GST Fund generally may not buy or sell real estate. However, for the AXA Enterprise Fund, (1) securities of issuers that invest in real estate and (2) investments in mortgage-backed securities, mortgage participations or other instruments supported or secured by interests in real estate are not subject to this limitation. The AXA Enterprise Fund may exercise rights relating to such securities, including the right to enforce security interests and to hold real estate acquired by reason of such enforcement until that real estate can be liquidated in an orderly manner. The GST Fund may purchase (1) securities that are secured by real estate or interests in real estate, (2) securities of real estate investment trusts, and (3) mortgage-related securities. The GST Fund also may hold and sell real estate acquired as a result of the ownership of securities.

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      Commodities. The AXA Enterprise Fund may not buy or sell physical commodities or contracts involving physical commodities. In accordance with the AXA Enterprise Fund’s investment strategies as reflected in its prospectus and statement of additional information, the AXA Enterprise Fund may purchase and sell (1) derivative, hedging and similar instruments such as financial futures contracts and options thereon, and (2) securities or instruments backed by, or the return from which is linked to, physical commodities or currencies, such as forward currency exchange contracts, and the AXA Enterprise Fund may exercise rights relating to such instruments, including the right to enforce security interests and to hold physical commodities and contracts involving physical commodities acquired as a result of the AXA Enterprise Fund’s ownership of instruments supported or secured thereby until they can be liquidated in an orderly manner. The GST Fund may not invest in commodities or commodity contracts, except that the GST Fund may invest in currency and financial instruments and contracts that are commodities or commodity contracts.
      Investments in Other Investment Companies. As a non-fundamental policy, the AXA Enterprise Fund may not purchase securities of other investment companies, except to the extent permitted by the 1940 Act and the rules and orders thereunder and except that (i) this limitation does not apply to securities received or acquired as dividends, through offers of exchange, or as a result of reorganization, consolidation, or merger and (ii) the AXA Enterprise Fund may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) or (G) of the 1940 Act. The GST Fund also observes, as a non-fundamental investment limitation, the 1940 Act limitations regarding investments in investment companies. Notwithstanding any other fundamental investment restriction or policy, the GST Fund may invest some or all of its assets in a single open-end investment company or series thereof with substantially the same investment objective, restrictions and policies as the GST Fund.
      Loans. The AXA Enterprise Fund may make loans, including loans of assets of the AXA Enterprise Fund, repurchase agreements, trade claims, loan participations or similar investments, or as permitted by the 1940 Act Laws, Interpretations and Exemptions. The acquisition of bonds, debentures, other debt securities or instruments, or participations or other interests therein and investments in government obligations, commercial paper, certificates of deposit, bankers’ acceptances or instruments similar to any of the foregoing will not be considered the making of a loan, and is permitted when consistent with the AXA Enterprise Fund’s investment objective. The AXA Enterprise Fund may lend portfolio securities on a short-term or long-term basis up to 331/3% of its total assets, including collateral received for securities lent. The GST Fund generally may not make loans, except through the purchase of debt obligations in accordance with the GST Fund’s investment objectives and policies, repurchase agreements with banks, brokers, dealers and other financial institutions and loans of portfolio securities as permitted by applicable law.
      Investments in Illiquid Securities. The AXA Enterprise Fund and the GST Fund will not acquire any illiquid (not readily marketable) investments if more than 15% of their net assets would be invested in illiquid investments. This restriction is a non-fundamental policy with respect to both Funds.
      Investments for Purposes of Exercising Control. As a matter of non-fundamental policy, the GST Fund is restricted from investing in companies for the purpose of exercising control or management. The AXA Enterprise Fund has no similar restriction.
      Short Sales of Securities. The AXA Enterprise Fund will not engage in short sales of securities or maintain a short position, except that the Fund may (a) engage in covered short sales, and (b) maintain short positions in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments. The GST Fund may not make short sales of securities, except for short sales against-the-box. This restriction is a non-fundamental policy for both Funds.
      Purchases of Securities on Margin. The AXA Enterprise Fund will not purchase securities on margin, except for short term credits necessary for the clearance of transactions, and except that the AXA Enterprise Fund may make margin deposits in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments. This investment restriction is non-fundamental for the AXA Enterprise Fund. The GST Fund, as a fundamental policy, may purchase securities on margin to the extent permitted by applicable law.

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APPENDIX D
Comparison of Shareholder Transactions and Services of the AXA Enterprise Fund and the GST Fund
      This section compares the shareholder transactions and services of the AXA Enterprise Fund and the GST Fund. The following is qualified in its entirety by the more detailed information in the prospectuses for the AXA Enterprise Fund and the GST Fund, which are incorporated by reference into this Proxy/ Prospectus. Unless otherwise indicated, terms used herein and not otherwise defined have the same meanings as are given to them in such prospectuses.
Sales Charges, Reduction of Sales Charges and Sales Charge Exemptions
      AXA Enterprise Fund Class Y Shares; GST Fund Institutional Shares. AXA Enterprise Fund Class Y Shares and GST Fund Institutional Shares are offered at net asset value with no front-end sales charges or CDSC. The minimum investment amount for purchasing Class Y Shares generally is $1,000,000. For GST Fund Institutional Shares, the minimum investment is $1,000,000 in Institutional Shares of a Fund alone or in combination with other assets under the management of GSAM and its affiliates.
      AXA Enterprise Fund Class A Shares. There is a maximum sales charge of 4.75% for Class A Shares of the AXA Enterprise Fund. The sales charge is calculated as a percentage of the offering price for Class A Shares.
      GST Fund Class A Shares. There is a maximum sales charge of 5.5% for Class A Shares of the GST Fund. The sales charge is calculated as a percentage of the offering price for Class A Shares.
Reduction of Sales Charges
Sales Charges for AXA Enterprise Fund Class A Shares
      Sales charges on Class A Shares of AXA Enterprise Fund are reduced as the amount invested increases, provided that the amount invested reaches certain specified levels as follows:
AXA Enterprise Fund:
                 
    Sales Charge as a   Sales Charge as a
    Percentage of   Percentage of
Amount of Transaction at Offering Price*   Offering Price   Net Asset Value
         
Up to $99,999
     4.75%       4.99%  
$100,000 but less than $250,000**
     3.75%       3.90%  
$250,000 but less than $500,000**
     2.50%       2.56%  
$500,000 but less than $1,000,0000**
     2.00%       2.04%  
$1,000,000 and over**
     None       None  
 
* In determining the amount of your investment and the applicable sales charge, the AXA Enterprise Fund includes all Shares an investor is currently purchasing in all of the AXA Enterprise Funds (including funds of the AXA Enterprise Funds Trust and AXA Enterprise Multimanager Funds Trust).
**  If certain employee benefit plans qualified under Sections 401, 403 and 408 of the Code, or participants of such plans, invest $100,000 or more ($500,000 or more, in the case of Traditional IRAs, IRA rollovers, Coverdell ESAs or Roth IRAs) or if you invest $1,000,000 or more in Class A Shares, no initial sales charge applies to those shares. However, if the entire plan or you redeem the Shares within 12 months of the end of the calendar month of their purchase, the plans or you will be charged a CDSC of 1%. The dealer discount or agency fee as a percentage of the offering price for these purchases of less than $5,000,000 of Class A Shares will be 1%.

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Sales Charges for GST Fund Class A Shares
      Sales charges on Class A Shares of GST Fund are reduced as the amount invested increases, provided that the amount invested reaches certain specified levels, as follows:
GST Fund:
                 
    Sales Charge as a   Sales Charge as a
    Percentage of   Percentage of
Amount of Transaction at Offering Price   Offering Price   Net Amount Invested
         
Less than $50,000
     5.50%       5.82%  
$50,000 but less than $100,000
     4.75%       4.99%  
$100,000 but less than $250,000
     3.75%       3.90%  
$250,000 but less than $500,000
     2.75%       2.83%  
$500,000 but less than $1,000,000
     2.00%       2.04%  
$1,000,000 and over
     0.00% *     0.00%*  
 
* No sales charge is payable at the time of purchase of Class A Shares of $1 million or more, but a CDSC of 1% may be imposed in the event of certain redemptions within 18 months of purchase.
     The reduced sales charges on AXA Enterprise Fund Class A Shares and GST Fund Class A Shares described above are available through:
      Rights of Accumulation
      AXA Enterprise Fund Class A Shares
      An investor is entitled to a reduced sales charge on additional purchases of Class A shares of an AXA Enterprise Fund if the value of the investor’s existing aggregate holdings at the time of the additional purchase, calculated at the then applicable net asset value per share or the initial purchase price less any redemptions, whichever is higher, plus the amount of the additional purchase equals $100,000 or more. The investor’s discount is determined based on the schedule listed above under “Sales Charges for AXA Enterprise Fund Class A Shares.” For purposes of determining the discount, AXA Enterprise Fund will aggregate holdings of fund shares of the investor’s spouse, immediate family or accounts the investor controls, whether as a single investor or trustee, provided that the investor notifies AXA Enterprise Fund of the applicable accounts at the time of his/her additional investment by providing AXA Enterprise Fund with appropriate documentation, including the account numbers for all accounts that the investor is seeking to aggregate.
      GST Class A Shares
      When buying Class A Shares in GST Fund, the current aggregate investment determines the initial sales charge an investor will pay. An investor may qualify for reduced sales charges when the current market value of holdings across Class A, Class B and/or Class C Shares, plus new purchases, reaches $50,000 or more. Class A, Class B and/or Class C Shares of any of the Goldman Sachs Funds may be combined under the Right of Accumulation. For purposes of applying the Right of Accumulation, shares of the Funds and any other Goldman Sachs Fund purchased by an existing client of Goldman Sachs Wealth Management or GS Ayco Holding LLC will be combined with Class A, Class B and/or Class C Shares and other assets held by all other Goldman Sachs Wealth Management accounts or accounts of GS Ayco Holding LLC, respectively. In addition, under some circumstances, Class A, Class B and/or Class C Shares of the Funds and Class A, Class B and/or Class C Shares of any other Goldman Sachs Fund purchased by partners, directors, officers or employees of the same business organization, groups of individuals represented by and investing on the recommendation of the same accounting firm, certain affinity groups or other similar organizations may be combined for the purpose of determining whether a purchase will qualify for the Right of Accumulation and, if qualifying, the applicable sales charge level. To qualify for a reduced sales charge, an investor or the investor’s Authorized Dealer must notify the Funds’ Transfer Agent at the time of investment that a quantity discount is applicable. Use of this option is subject to a check of appropriate records.

D-2

 

          Letter of Intent
AXA Enterprise Fund Class A Shares
      An investor is entitled to a reduced sales charge if he/she executes a Letter of Intent to purchase $100,000 or more of Class A Shares at the public offering price within a period of 13 months. The discount will be determined based on the schedule listed above under “Sales Charges for AXA Enterprise Fund Class A Shares.” The minimum initial investment under a Letter of Intent is 5% of the amount stated in the Letter of Intent. Class A Shares purchased with the first 5% of such amount will be held in escrow (while remaining registered in the investor’s name) to secure payment of the higher sales charge that would apply to the shares actually purchased if the full amount stated is not purchased, and such escrowed shares will be involuntarily redeemed to pay the additional sales charge, if necessary. When the full amount has been purchased, the escrow will be released. If an investor wishes to enter into a Letter of Intent, he/she should complete the appropriate portion of the new account application. At the investor’s request, purchases made during the previous 90 days may be included.
GST Fund Class A Shares
      An investor may obtain a reduced sales charge by means of a written Statement of Intention which expresses his/her non-binding commitment to invest (not counting reinvestments of dividends and distributions) in the aggregate $50,000 or more within a period of 13 months in Class A Shares of one or more of the Goldman Sachs Funds. Any investments made during the period will receive the discounted sales charge based on the full amount of the investment commitment. At the investor’s request, purchases made during the previous 90 days may be included; however, capital appreciation does not apply toward these combined purchases. If the investment commitment of the Statement of Intention is not met prior to the expiration of the 13-month period, the entire amount will be subject to the higher applicable sales charge. By selecting the Statement of Intention, the investor authorizes the Transfer Agent to escrow and redeem Class A Shares in his/her account to pay this additional charge.
          Sales Charge and CDSC Waivers — AXA Enterprise Fund and GST Shares — Class A Shares
      No sales charge or CDSC will be assessed on AXA Enterprise Fund Shares or GST Fund Shares sold to the following individuals or entities, or under the following conditions:
     
AXA Enterprise Fund   GST Fund
     
Financial institutions and other financial institutions’ trust departments for funds over which they exercise exclusive discretionary investment authority and which are held in a fiduciary, agency, advisory, custodial or similar capacity.   Banks, trust companies or other types of depository institutions (Front end sales charge only (“FESC”) only).
 
Representatives and employees, or their immediate family members, of broker-dealers and other intermediaries that have entered into selling or service arrangements with the Enterprise Fund Distributors, Inc.   Any employee or registered representative of any authorized dealer or their respective spouses, children and parents (FESC only).
 
Any government entity that is prohibited from paying a sales charge or commission to purchase mutual fund shares.   Any state, county or city, or any instrumentality, department, authority or agency thereof, which is prohibited by applicable investment laws from paying a sales commission with the purchase of shares of a GST Fund (FESC only).

D-3

 

     
AXA Enterprise Fund   GST Fund
     
Clients of fee-based/fee-only financial advisors.   Registered investment advisers investing for accounts for which they receive asset-based fees (FESC only).
 
State-sponsored Texas 529 qualified tuition savings plan.   State sponsored 529 Plan (FESC only).
 
Direct referrals by the Manager’s employees.    
    Trustees or directors of investment companies for which Goldman Sachs or an affiliate acts as sponsor (FESC only).
    Goldman Sachs, its affiliates or their respective officers, partners, directors or employees (including retired employees and former partners), any partnership of which Goldman Sachs is a general partner, any trustee or officer of GST and designated family members of any of these individuals (FESC only).
    Section 401(k), profit sharing, money purchase pension, tax-sheltered annuity, defined benefit pension, or other employee benefit plans (including health savings accounts) that are sponsored by one or more employers (including governmental or church employers) or employee organizations (“Employee Benefit Plans”) that buy shares of a GST Fund worth $500,000 or more; or have 100 or more eligible employees at the time of purchase; or certify that they expect to have annual plan purchases of shares of GST Fund of $200,000 or more; or are provided administrative services by certain third-party administrators that have entered into a special service arrangement with Goldman Sachs relating to such plans; or have at the time of purchase aggregate assets of at least $2,000,000 (FESC only).
    Accounts over which GSAM or its advisory affiliates have investment discretion (FESC only).
    Qualified Employee Benefit Plans of Goldman Sachs (FESC only).
    Non-qualified pension plans sponsored by employers who also sponsor qualified plans that qualify for and invest in Goldman Sachs Funds at NAV without the payment of any sales charge.
    Insurance Company separate accounts that make the Funds available as underlying investment in certain group annuity contracts.

D-4

 

     
AXA Enterprise Fund   GST Fund
     
    “Wrap” accounts for the benefit of clients of broker-dealers, financial institutions or financial planners, provided they have entered into an agreement with GSAM specifying aggregate minimums and certain operating policies and standards (FESC only).
    Shareholders receiving distributions from a qualified retirement plan invested in GST Fund and reinvesting such proceeds in a Goldman Sachs IRA in the same class (FESC only).
    Shareholders who roll over distributions from any tax-qualified Employee Benefit Plan or tax-sheltered annuity to an IRA which invests in GST Fund if the tax-qualified Employee Benefit Plan or tax-sheltered annuity receives administrative services provided by certain third-party administrators that have entered into a special service arrangement with Goldman Sachs relating to such plan or annuity (FESC only).
    Purchases of $1 million or more of Class A Shares will be made at NAV with no initial sales charge. However, if you redeem shares within 18 months after the end of the calendar month in which the purchase was made, a CDSC of 1% may be imposed. The CDSC may not be imposed if your authorized dealer enters into an agreement with Goldman Sachs to return all or an applicable prorated portion of its commission to Goldman Sachs (FESC only).

D-5

 

          CDSC Waivers — AXA Enterprise Fund and GST Fund (All Share Classes)
      The CDSC may be waived or reduced if the redemption relates to:
     
AXA Enterprise Fund   GST Fund
     
Distributions to participants or beneficiaries of and redemptions (other than redemption of the entire plan account) by plans qualified under the Code Section 401(a) or from custodial accounts under the Code Section 403(b)(7), IRAs under the Code Section 408(a), participant-directed non-qualified deferred compensation plans under the Code IRC Section 457 and other employee benefit plans (“plans”), and returns of excess contributions made to these plans.

Redemptions of shares of a shareholder (including a registered joint owner) who has died or has become totally disabled (as evidenced by a determination by the federal Social Security Administration).		   Retirement distributions or loans to participants or beneficiaries from Employee Benefit Plans.

The death or disability (as defined in Section 72(m)(7) of the Code of a participant or beneficiary in an Employee Benefit Plan.
 
Required minimum distributions from an IRA.   Satisfying the minimum distribution requirements of the Code.
 
Redemptions through a systematic withdrawal plan.

Redemptions made pursuant to any IRA systematic withdrawal based on the shareholder’s life expectancy in accordance with the requirements of the Code, including substantially equal periodic payments described in the Code Section 72 prior to age 591/2 and required minimum distributions after age 701/2.		   Shares subject to a systematic withdrawal plan (GST reserves the right to limit such redemptions, on an annual basis, to 10% each of the value of the shareholder’s Class A Shares.)
 
The liquidation of a shareholder’s account if the aggregate net asset value of shares held in the account is less than the required minimum.   Hardship withdrawals by a participant or beneficiary in an Employee Benefit Plan.
 
    Establishing “substantially equal periodic payments” as described under Section 72(t)(2) of the Code.
 
    The separation from service by a participant or beneficiary in an Employee Benefit Plan.
 
    The death or disability (as defined in Section 72(m)(7) of the Code) of a shareholder if the redemption is made within one year of the event.
 
    Excess contributions distributed from an Employee Benefit Plan;

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AXA Enterprise Fund   GST Fund
     
    Distributions from a qualified Employee Benefit Plan invested in the GST Funds which are being rolled over to a Goldman IRA in the same share class.
 
    Redemption proceeds which are to be reinvested in accounts or non-registered products over which GSAM or its advisory affiliates have investment discretion.
      Repurchase of AXA Enterprise Fund Class A Shares. An investor repurchasing Class A Shares within 180 days of redeeming shares in the same class of the same AXA Enterprise Fund is eligible, upon request, for a sales charge waiver or a credit to the investor’s account with the amount of the CDSC previously paid. The reinvested shares will keep their original cost and purchase date for purposes of calculating any future CDSCs. For federal income tax purposes, the original redemption is treated as a sale that involves tax consequences, even if the proceeds are later reinvested. Investors are advised to consult their tax advisor to determine how a redemption would affect them. The Enterprise Group may modify or terminate the reinstatement privilege at any time.
      Repurchase of GST Fund Class A Shares. An investor may redeem shares of a GST Fund and reinvest a portion or all of the redemption proceeds (plus any additional amounts needed to round off purchases to the nearest full share) at net asset value. To be eligible for this privilege, the investor must hold the shares he wants to redeem for at least 30 days and he must reinvest the share proceeds within 90 days after redemption. An investor may reinvest in Class A Shares of the same GST Fund or another GST Fund.
      If an investor pays a CDSC upon redemption of Class A Shares and then reinvests in Class A Shares as described above, the account will be credited with the amount of the CDSC the investor paid. The reinvested shares will, however, continue to be subject to a CDSC. The holding period of the shares acquired through reinvestment will include the holding period of the redeemed shares for purposes of computing the CDSC payable under a subsequent redemption.
      The reinvestment privilege may be exercised at any time in connection with transactions in which the proceeds are reinvested at net asset value in a tax-sheltered Employee Benefit Plan. In other cases, the reinvestment privilege may be exercised once per year upon receipt of a written request. There may be tax consequences as a result of a redemption. Professional tax advice should be sought regarding the tax consequences of a redemption and reinvestment.
Distribution and Shareholder Servicing Arrangements
      AXA Enterprise Fund Class A, Class B and Class C Shares. Enterprise Group has adopted distribution plans pursuant to Rule 12b-1 under the 1940 Act with respect to Class A, Class B and Class C Shares of the AXA Enterprise Fund. Under the AXA Enterprise Class A Plan, the AXA Enterprise Fund is authorized to pay the AXA Enterprise Fund’s distributor a maximum service fee accrued daily and payable monthly, at an annual rate of 0.25% of the average daily net assets of Class A Shares. In addition to this service fee, the AXA Enterprise Fund also is authorized to pay the AXA Enterprise Fund’s distributor a maximum distribution fee, accrued daily and payable monthly, at the annual rate of 0.20% of the average daily net assets of the Class A Shares. Under the AXA Enterprise Class B and Class C Plans, the AXA Enterprise Fund is authorized to pay the AXA Enterprise Fund’s distributor a maximum service fee accrued daily and payable monthly, at an annual rate of 0.25% of the average daily net assets of the Class B and Class C Shares. In addition to this service fee, the AXA Enterprise Fund also is authorized to pay the AXA Enterprise Fund’s distributor a maximum distribution fee, accrued daily and payable monthly, at the annual rate of 0.75% of the average daily net assets of the Class B and Class C Shares. Currently, the AXA Enterprise Fund pays its distributor a distribution and service fee equal to 1.00% of each of the Class B Shares and Class C Shares average daily net assets. The compensation the AXA Enterprise Fund’s distributor receives is for services rendered and expenses borne in connection with

D-7

 

activities primarily intended to result in the sale of shares, including printing and mailing of the Enterprise Group’s prospectuses, statements of additional information (including any supplements thereto) and shareholder reports, compensation to financial intermediaries and broker-dealers, and holding seminars and sales meetings with wholesale and retail sales personnel assigned to promote the distribution of shares.
      AXA Enterprise Fund Class Y Shares. Class Y Shares are not subject to a distribution plan or shareholder servicing plan.
      GST Class A Shares, Class B Shares and Class C Shares. GST has adopted a distribution and service plans under which Class A, Class B and Class C Shares of the GST Fund bear distribution and service fees paid to authorized dealers and Goldman Sachs. Under the GST Class A Plan, Goldman Sachs is entitled to a monthly fee from each GST Fund for distribution services equal, on an annual basis, to 0.25% of the average daily net assets of a GST Fund attributable to Class A Shares. Under the GST Class B and Class C Plans, Goldman Sachs is entitled to a monthly fee from each GST Fund for distribution services and personal account maintenance services equal, on an annual basis, to 0.75% and 0.25%, respectively, of a GST Fund attributable to Class B Shares or Class C Shares. The distribution fees are subject to the requirements of Rule 12b-1 under the 1940 Act, and may be used (among other things) for: (1) compensation paid to and expenses incurred by authorized dealers, Goldman Sachs and their respective officers, employees and sales representatives; (2) commissions paid to authorized dealers; (3) allocable overhead; (4) telephone and travel expenses; (5) interest and other costs associated with the financing of such compensation and expenses; (6) printing of prospectuses for prospective shareholders; (7) preparation and distribution of sales literature or advertising of any type; and (8) all other expenses incurred in connection with activities primarily intended to result in the sale of Class A, Class B or Class C Shares. Goldman Sachs at its discretion may use compensation for distribution services paid under the GST Class A Plan for personal and account maintenance services and expenses so long as such total compensation under the Plan does not exceed the maximum cap on “service fees” imposed by the NASD. Personal and account maintenance services include responding to inquiries of, and furnishing assistance to, shareholders regarding ownership of their shares or their accounts or similar services not otherwise provided on behalf of the GST Funds. In connection with the sale of Class C Shares, Goldman Sachs normally begins paying the 0.75% distribution fee and 0.25% personal and account maintenance service fee as an ongoing commission to authorized dealers after the shares have been held for one year.
      GST Institutional Shares. GST Institutional Shares are not subject to a distribution plan or shareholder servicing plan.
Contingent Deferred Sales Charges
      AXA Enterprise Fund Class B Shares. Class B Shares are sold at net asset value, without any sales charges at the time of purchase. However, there may be a CDSC on shares that is payable upon redemption. The holding period for purposes of timing the conversion to Class A Shares and determining the CDSC will continue to run after an exchange to Class B Shares of another AXA Enterprise Fund. The AXA Enterprise Fund will not accept single purchase orders for Class B Shares over $100,000.

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      The amount of the CDSC declines as you hold your shares over time, according to the following schedule.
AXA Enterprise Fund
         
    CDSC as a
    Percentage of
    Dollar Amount
Year since Purchase   Subject to CDSC
     
First
     5.00%  
Second
     4.00%  
Third
     4.00%  
Fourth
     3.00%  
Fifth
     2.00%  
Sixth
     1.00%  
Seventh and thereafter
     None  
      Class B Shares will automatically convert to Class A Shares of the same fund eight years after the end of the calendar month in which the purchase order for the Class B Shares was accepted. A pro rata portion of any Class B Shares acquired through reinvestment of dividends or distributions will convert along with Class B Shares that were purchased. Class A Shares are subject to lower expenses than Class B Shares. The conversion of Class B to Class A is not a taxable event for federal income tax purposes.
      GST Fund Class B Shares. As discussed further below, the CDSC schedule for the GST Fund only differs in the Third Year from the AXA Enterprise Fund CDSC schedule. Holders of AXA Enterprise Fund Class B Shares who receive GST Fund Class B Shares in connection with the Reorganization will be charged CDSCs on those GST Fund Class B Shares based on the GST CDSC schedule set forth below. In addition, former AXA Enterprise Fund Class B shareholders will be credited for the period of time from the original date of purchase of the AXA Enterprise Growth Fund Class B Shares for purposes of determining the amount of their CDSC, if any. GST Fund Class B Shares purchased after the Effective Time of the Reorganization will be charged CDSCs according to the GST Fund CDSC schedule below.
Goldman Sachs Capital Growth Fund
         
    CDSC as a
    Percentage of
    Dollar Amount
Year since Purchase   Subject to CDSC
     
First
     5.00%  
Second
     4.00%  
Third
     3.00%  
Fourth
     3.00%  
Fifth
     2.00%  
Sixth
     1.00%  
Seventh and thereafter
     None  
      Class B Shares of a GST Fund will automatically convert into Class A Shares of the same GST Fund at the end of the calendar quarter that is eight years after the purchase date.
      A maximum purchase limitation of $100,000 in the aggregate normally applies to the purchase of Class B Shares of the GST Funds. Once the current value of an investor’s Class B Shares in the aggregate across all GST Fund is equal to $100,000, an investor will not be allowed to purchase any additional Class B Shares. Individual purchases exceeding $100,000 will be rejected and additional purchases which could cause an investor’s holdings in Class B Shares to exceed $100,000 will be rejected.
      For more information on the circumstances when the Class B Share CDSC will be waived, see “CDSC Waivers — AXA Enterprise Fund and GST Fund — All Share Classes.”

D-9

 

      AXA Enterprise Fund Class C Shares. Class C Shares are sold at net asset value. A CDSC of 1% is imposed on redemptions of Class C Shares of the AXA Enterprise Fund within the first year after purchase. The holding period for purposes of determining the CDSC will continue to run after an exchange to Class C Shares of another AXA Enterprise Fund. The AXA Enterprise Fund will not accept single purchase orders for Class C Shares over $1,000,000.
      GST Fund Class C Shares. Class C Shares are sold at net asset value. There is no front-end sales charge imposed on Class C Shares of the GST Fund, however, a maximum CDSC of 1.00% is imposed in the event of redemptions within 12 months of purchase. No additional Class C Shares may be purchased by an investor either in an initial purchase or in subsequent purchases if the current market value of the shares owned and/or purchased is equal to or exceeds $1,000,000.
      For more information on the circumstances when the Class C Share CDSC will be waived, see “CDSC Waivers — AXA Enterprise Fund and GST Fund — All Share Classes.”
Redemption Fees
      The AXA Enterprise Fund charges a 2% redemption fee if you redeem or exchange shares of the fund after holding them one month or less. This fee is assessed and retained by the fund for the benefit of the remaining shareholders. If the short-term trading fee is $50 or less, it may not be assessed on a redemption or exchange; however, during the 30-day period following a purchase or exchange, the fund reserves the right to collect short-term trading fees relating to a series of transactions by a shareholder if, in the aggregate, the fees total more than $50. The AXA Enterprise Fund uses the “first in, first out” method to determine the shareholder’s holding period. Under this method, the date of redemption or exchange is compared with the earliest purchase date of shares held in the shareholder’s account. The AXA Enterprise Fund reserves the right to modify or discontinue the short-term trading fee at any time or from time to time.
      The AXA Enterprise Fund does not assess a redemption fee with respect to certain transactions. The following shares of the funds are not subject to the redemption fees:
  1. Shares purchased by the reinvestment of dividends or capital gain distributions;
 
  2. Shares redeemed or exchanged by the AXA Enterprise Allocation Funds or the portfolios of the Texas 529 qualified tuition savings plans;
 
  3. Shares redeemed or exchanged through a rebalancing, asset reallocation wrap fee, omnibus or other program approved by the Manager; and
 
  4. Shares redeemed by the AXA Enterprise Fund to cover various fees (e.g., account fees).
      Class A, Class B, Class C or Institutional Shares of the GST Fund issued on the closing date of the Reorganization to Enterprise Group shareholders in connection with the Reorganization will not be subject to a redemption fee.

D-10

 

Purchases, Redemptions and Exchanges of Shares
Purchase Policies
      The following chart compares existing purchase policies of the AXA Enterprise Fund and GST Fund:
                     
    AXA Enterprise Fund:   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class B Shares
    Class C Shares   Class C Shares
         
Minimum Initial Investment   Individual Retail Accounts   $2,000   Regular Accounts   $ 1,000  
     
    Individual Retirement Accounts (IRAs)   $  250   Employer Sponsored Benefit Plans   $ 250  
     
    Automatic Bank Draft Plan   $  250   Uniform Gift to Minors Act Accounts/Uniform Transfer to Minors Act Accounts   $ 250  
     
    Coverdell ESA   $  250   Individual Retirement Accounts and Coverdell ESAs   $ 250  
     
    Certain fee-based programs with which the AXA Enterprise Funds, AXA Equitable or the Distributor has an Agreement   No
minimum
requirement		   Automatic Investment Plan   $ 250  
     
    Corporate Retirement Accounts such as 401(k) and 403(b) Plans   No
minimum
requirement		            
 

D-11

 

                 
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
Minimum Initial Investment   Corporations, banks, saving institutions, trust companies, insurance companies, pension funds, employee benefit plans, professional firms, trusts, estates or educational, religious or charitable organizations   $1,000,000 in Class Y Shares   Banks, trust companies or other depository institutions investing for their own account or on behalf of their clients   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
     
    Investment companies registered under the 1940 Act   $1,000,000 in Class Y Shares   Section 401(k), profit sharing, money purchase pension, tax- sheltered annuity, defined benefit pension, or other employee benefit plans that are sponsored by one or more employers (including governmental or church employers) or employee organizations   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
     
    Financial institution buyers   $1,000,000 in Class Y Shares   State, county, city or any instrumentality, department, authority or agency thereof   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
     
    Employees of AXA Financial or its subsidiaries or an immediate family member of such employee   Not subject to $1,000,000 minimum   Corporations with at least $100 million in assets or in outstanding publicly traded securities   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
     
    Wrap account clients of an eligible broker-dealer or a client of a fee-based planner that is unaffiliated with a broker-dealer   Not subject to $1,000,000 minimum   “Wrap” account sponsors (provided they have an agreement covering the arrangement with GSAM)   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
     

D-12

 

                 
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
    Present or former directors of the Enterprise Group or a spouse or minor child of any such trustee or any trust, IRA or retirement plan account for the benefit of any such person or relative or the estate of any such person or relative   Not subject to $1,000,000 minimum   Registered investment advisers investing for accounts for which they receive asset- based fees   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
 
            Qualified non-profit organizations, charitable trusts, foundations and endowments   $1,000,000 in Institutional Shares of a GST Fund alone or in combination with other assets under the management of GSAM and its affiliates
 
            Individual investors   $10,000,000
 
            Accounts over which GSAM or its advisory affiliates have investment discretion   $10,000,000
 
            Individual Retirement Accounts (IRAs) for which GSAM or its advisory affiliates act as fiduciary   No minimum
 

D-13

 

                 
    AXA Enterprise Fund:   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class B Shares
    Class C Shares   Class C Shares
         
Minimum Subsequent Investments   Individual Retail Accounts   $50   Regular Accounts   $50
     
    Individual Retirement Accounts (IRAs)   $50   Employer Sponsored Benefit Plans   None
     
    Automatic Bank
Draft Plan		   $50
(with a minimum initial investment of $250 through which a fund will, following the initial investment, deduct $50 or more on a monthly basis from the investor’s demand deposit account to invest directly in the funds Class A, B, C or Y Shares)		   Uniform Gift to Minors Act Accounts/Uniform Transfer to Minors Act Accounts   $50
     
    Coverdell ESAs   $50   Individual Retirement Accounts and Coverdell ESAs   $50
     
    Accounts Established in a Wrap Program with which the AXA Enterprise Funds, AXA Equitable or the Distributor has an Agreement   $50   Automatic Investment Plan   $50
     
    Corporate Retirement Accounts, such as 401(k) and 403(b)   No minimum requirement        
         
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
Minimum Subsequent Investments   None   None
 

D-14

 

         
    AXA Enterprise Fund:   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class C Shares
    Class C Shares   Class C Shares
         
Purchase Methods   Order through AXA by mailing or wiring payment to AXA Enterprise Shareholder Services; through ACH; through broker or other financial professional   Directly through GST by mail; by wire or through ACH; through an authorized dealer
         
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
Purchase Methods   Order through AXA by mailing or wiring payment to AXA Enterprise Shareholder Services; through ACH; through broker or other financial professional   Order through GST by telephone, and either send payment by wire through The Northern Trust Company or by check to GST by mail; through an authorized financial institution
 
         
    AXA Enterprise Fund:   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class B Shares
    Class C Shares   Class C Shares
         
Systematic/
Automatic
Investment
Plan		   Yes (subject to $250 initial investment and $50 minimum subsequent investment)   Yes
($50 per month minimum)
         
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
Systematic/
Automatic
Investment
Plan		   Yes (subject to $250 initial investment and $50 minimum subsequent investment)   None
Redemption Procedures
      The following chart compares existing redemption procedures of the AXA Enterprise Fund and GST Fund.
         
    AXA Enterprise Fund:   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class B Shares
    Class C Shares   Class C Shares
         
Request made through an Authorized Broker-Dealer or Other Financial Institution or Adviser   Yes   Yes
         
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
Request made through an Authorized Broker-Dealer or Other Financial Institution or Adviser   Yes   Yes
 
         
    AXA Enterprise Fund:   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class B Shares
    Class C Shares   Class C Shares
         
Request Made by Mail
   Yes   Yes
         
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
Request Made by Mail
   Yes   Yes
 

D-15

 

         
    AXA Enterprise Fund:   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class B Shares
    Class C Shares   Class C Shares
         
Request made by Telephone
   Yes
(If authorized this service)		   Yes
         
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
Request made by Telephone
   Yes (If authorized this service)   Yes
 
         
    AXA Enterprise Fund   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class B Shares
    Class C Shares   Class C Shares
         
Proceeds paid by Wire
   Yes
(If completed “Telephone Exchange Privilege and/or Telephone Redemption Privilege” and “Bank Account of Record” section on account application)		   Yes
         
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
Proceeds paid by Wire
   Yes
(If completed “Telephone Exchange Privilege and/or Telephone Redemption Privilege” and “Bank Account of Record” section on account application)		   Yes
 
         
    AXA Enterprise Fund:   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class B Shares
    Class C Shares   Class C Shares
         
Proceeds paid by Systematic Withdrawal Plan   Yes, but must have at least $5,000 in account (except for individual IRA accounts) and withdrawals must be $100 or more   Yes, but withdrawals
must be $50 or more
         
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
Proceeds paid by Systematic Withdrawal Plan   Yes, but must have at least $5,000 in account (except for individual IRA accounts) and withdrawals must be $100 or more   No
 
         
    AXA Enterprise Fund:   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class B Shares
    Class C Shares   Class C Shares
         
Proceeds paid by Check
   Yes   Yes
         
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
Proceeds paid by Check
   Yes   Yes
 

D-16

 

         
    AXA Enterprise Fund:   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class B Shares
    Class C Shares   Class C Shares
         
Check Writing Privileges
   No   No
         
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
Check Writing Privileges
   No   No
 
         
    AXA Enterprise Fund:   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class B Shares
    Class C Shares   Class C Shares
         
Involuntary Redemptions
   No   Yes — If account balance drops below the required Fund minimum because of redemptions (60 days’ written notice provided)
         
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
Involuntary Redemptions
   No   No
Share Exchanges
         
    AXA Enterprise Fund:   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class B Shares
    Class C Shares   Class C Shares
         
Through an Authorized Broker-Dealer or Other Financial Institution or Adviser   Yes   Yes
         
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
Through an Authorized Broker-Dealer or Other Financial Institution or Adviser   Yes   Yes
 
         
    AXA Enterprise Fund:   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class B Shares
    Class C Shares   Class C Shares
         
By Mail
   Yes   Yes
         
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
By Mail
   Yes   Yes
 

D-17

 

         
    AXA Enterprise Fund:   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class B Shares
    Class C Shares   Class C Shares
         
By Telephone
   Yes, if authorized this service   Yes, if the telephone exchange privilege on the account application was not declined
         
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
By Telephone
   Yes, if authorized this service   Yes, if the telephone exchange privilege on the account application was elected
 
         
    AXA Enterprise Fund:   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class B Shares
    Class C Shares   Class C Shares
         
By Website
   Yes   No
         
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
By Website
   Yes   No
 
         
    AXA Enterprise Fund:   GST Fund:
    Class A Shares   Class A Shares
    Class B Shares   Class B Shares
    Class C Shares   Class C Shares
         
Minimum
   If the exchange results in opening a new account, subject to applicable minimum investment requirements   If the exchange represents the initial investment, the amount must satisfy initial investment requirements
         
    AXA Enterprise Fund:   GST Fund:
    Class Y Shares   Institutional Shares
         
Minimum
   If the exchange results in opening a new account, subject to applicable minimum investment requirements   If the exchange represents the initial investment, the amount must satisfy initial investment requirements
Pricing of Shares for the AXA Enterprise Fund and GST Fund
      The price per share (offering price) of the AXA Enterprise Fund and GST Fund will be the net asset value per share next calculated after receipt of your order in proper form plus, in case of Class A Shares, the applicable front-end sales charges.
      For processing purchase and redemption orders, the net asset value per share of each of the AXA Enterprise Fund and GST Fund is calculated each business day at the following time:
         
Time   AXA   GST Fund
         
4:00 p.m., Eastern Time
   AXA Enterprise Fund   GST Fund
      The net asset value for the AXA Enterprise Fund and GST Fund shares is determined on any day that the NYSE is open.
Dividends and Other Distributions
      Dividends from investment company taxable income for AXA Enterprise Fund and GST Fund are declared and paid annually. Both the AXA Enterprise Fund and GST Fund make distribution of capital gains (if any) at least annually.

D-18

 

PART B
GOLDMAN SACHS TRUST
Goldman Sachs Capital Growth Fund
 
Statement of Additional Information
                    , 2007
 
     
Acquisition of substantially all of the assets and liabilities of:
  By and in exchange for shares of:
 
    
AXA Enterprise Growth Fund
  Goldman Sachs Capital Growth Fund
(a series of The Enterprise Group of Funds, Inc.)
  (a series of Goldman Sachs Trust)
Atlanta Financial Center
  71 South Wacker
3343 Peachtree Road
  Suite 500
Atlanta, Georgia 30326
  Chicago, Illinois 60600
     This Statement of Additional Information (“SAI”), which is not a prospectus, supplements and should be read in conjunction with the Combined Proxy Statement/Prospectus dated ___, 2007 (the “Proxy Statement/Prospectus”) relating specifically to the Special Meeting of Shareholders of the AXA Enterprise Growth Fund of The Enterprise Group of Funds, Inc. which will be held on April 25, 2007. A copy of the Proxy Statement/Prospectus may be obtained upon request and without charge by calling Goldman, Sachs & Co. toll free at 800-526-7384. Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Proxy Statement/Prospectus. The Reorganization is expected to occur in accordance with the terms of the Reorganization Agreement.
General Information:
     This SAI and the Proxy Statement/Prospectus are related to the proposed acquisition of all of the assets of the AXA Enterprise Growth Fund by the Goldman Sachs Capital Growth Fund and the assumption by the Goldman Sachs Capital Growth Fund of substantially all of the liabilities of the AXA Enterprise Growth Fund. Such assets and liabilities of each AXA Enterprise Growth Fund are proposed to be exchanged for Class A Shares, Class B Shares, Class C Shares and Institutional Shares of the Goldman Sachs Capital Growth Fund having an aggregate value equal to the net asset value of the AXA Enterprise Growth Fund’s Class A Shares, Class B Shares, Class C Shares or Class Y Shares as of the Valuation Date. At the effective time of the reorganization, the Goldman Sachs Capital Growth Fund will distribute shares to each holder of the AXA Enterprise Growth Fund’s shares in an amount equal in value to the shareholder’s AXA Enterprise Growth Fund shares as of the effective time of the

- 1 -

 

reorganization and the AXA Enterprise Growth Fund will completely liquidate (collectively, the “Reorganization”).
    Incorporation of Documents By Reference into the Statement of Additional Information
This Statement of Additional Information incorporates by reference the following documents:
(1)   Statement of Additional Information dated March 1, 2006 with respect to the AXA Enterprise Growth Fund (previously filed on EDGAR, Accession No. 0001193125-06-038893).
 
(2)   The audited financial statements and related report of the independent registered public accounting firm included in The Enterprise Group of Funds, Inc.’s Annual Report to Shareholders for the fiscal year ended October 31, 2006 with respect to the AXA Enterprise Growth Fund (previously filed on EDGAR, Accession No. 0001193125-07-003752). No other parts of the Annual Report are incorporated herein by reference.
 
(3)   Statement of Additional Information dated December 29, 2006, as amended January 8, 2007, with respect to Class A Shares, Class B Shares, Class C Shares, Service Shares and Institutional Shares of the Goldman Sachs Balanced Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Structured Small Cap Equity Fund, Goldman Sachs Structured International Equity Fund, Goldman Sachs Capital Growth Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Small/Mid Cap Growth Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Small Cap Value Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs International Equity Fund, Goldman Sachs Japanese Equity Fund, Goldman Sachs International Small Cap Fund, Goldman Sachs Emerging Markets Equity Fund, Goldman Sachs Asia Equity Fund, Goldman Sachs BRIC Fund and Goldman Sachs Concentrated Growth Fund (previously filed on EDGAR, Accession No. 0000950123-07-000202).
 
(4)   The audited financial statements and related report of the independent registered public accounting firm included in the Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended August 31, 2006 with respect to the Goldman Sachs Capital Growth Fund (previously filed on EDGAR, Accession No. 0000950123-06-013824). No other parts of the Annual Report are incorporated herein by reference.

- 2 -

 

Pro Forma Financial Statements
     Under the Reorganization Agreement, the AXA Enterprise Growth Fund is proposed to be reorganized into the Goldman Sachs Capital Growth Fund. It is also proposed in a separate agreement and plan of reorganization that the AXA Enterprise Large Cap Growth Fund of the AXA Enterprise Funds Trust also be reorganized into the Goldman Sachs Capital Growth Fund. A separate combined proxy statement/prospectus is being mailed to the AXA Enterprise Large Cap Growth Fund shareholders.
     Shown below are unaudited pro forma financial statements for the combined Goldman Sachs Capital Growth Fund, assuming the Reorganization, as more fully described in the combined Proxy Statement/Prospectus dated ___, 2007, had been consummated as of August 31, 2006.
     The Pro Forma Combined Schedules of Investments and the Pro Forma Combined Statements of Assets and Liabilities have been adjusted to give effect to the Reorganization as if the Reorganization had occurred on August 31, 2006.
     The Pro Forma Combined Statements of Operations for the Goldman Sachs Capital Growth Fund are for the twelve-months ended August 31, 2006 and have been adjusted to give effect to the Reorganization as if the Reorganization had occurred September 1, 2005.
     The unaudited pro forma combined schedules and financial statements are presented for informational purposes only and do not purport to be indicative of the financial condition that actually would have resulted if the Reorganization had been consummated on August 31, 2006. These pro forma numbers have been estimated in good faith based on information regarding the AXA Enterprise Growth Fund, AXA Enterprise Large Cap Growth Fund and Goldman Sachs Capital Growth Fund for the twelve month period ended August 31, 2006.
     The following unaudited pro forma combined schedules and financial statements have been derived from the schedules and financial statements of the AXA Enterprise Growth Fund, AXA Enterprise Large Cap Growth Fund and Goldman Sachs Capital Growth Fund and such information has been adjusted to give effect to the Reorganization as if the Reorganization had occurred on August 31, 2006. There are multiple pro forma financial statements for the combination of the AXA Enterprise Growth Fund, AXA Enterprise Large Cap Growth Fund and Goldman Sachs Capital Growth Fund because it is possible that (i) only the shareholders of the AXA Enterprise Growth Fund will approve the reorganization of their AXA Enterprise Fund with the Goldman Sachs Capital Growth Fund; (ii) only the shareholders of the AXA Enterprise Large Cap Growth Fund will approve the reorganization of their AXA Enterprise Fund with the Goldman Sachs Capital Growth Fund or (iii) both the shareholders of the AXA Enterprise Growth Fund and AXA Enterprise Large Cap Growth Fund will approve the reorganization of their AXA Enterprise Funds with the Goldman Sachs Capital Growth Fund. Therefore, pro forma financial statements for combined and individual combinations are shown.
     The unaudited pro forma combined schedules and financial statements should be read in conjunction with the financial statements and related notes of the Goldman Sachs Capital Growth Fund included in its Annual Report to Shareholders for the fiscal year ended August 31, 2006 which is incorporated herein by reference. The combination of the AXA Enterprise

- 3 -

 

Growth Fund and the Goldman Sachs Capital Growth Fund will be accounted for as a tax-free reorganization.

- 4 -

 

Pro Forma Combined Statement of Investments for the Goldman Sachs Capital Growth Fund and AXA Enterprise Group of Funds Growth Fund
August 31, 2006 (Unaudited)
                                                             
Shares   Description   Value
 
 
        AXA Enterprise                           AXA Enterprise            
GS Capital   Group of Funds       Pro Forma       GS Capital   Group of Funds           Pro Forma
Growth Fund   Growth Fund   Adjustments   Combined Fund       Growth Fund   Growth Fund   Adjustments   Combined Fund
 
 
                           
Common Stocks - 99.1%
                                
                           
Aerospace & Defense - 1.0%
                                
$ 456,481     $ —   $ —   $ 456,481    
United Technologies Corp.
   $ 28,625,924     $ —     $ —     $ 28,625,924  
                                       
                           
Apparel/Shoes - 0.2%
                                
  356,900       —     —     356,900    
Chico’s FAS, Inc. *
     6,581,236       —       —       6,581,236  
                                       
                           
Audio & Visual Equipment - 0.8%
                                
  264,130       —     —     264,130    
Harman International, Inc.
     21,426,226       —       —       21,426,226  
                                       
                           
Beverages - 4.8%
                                
  432,450       —     —     432,450    
Fortune Brands, Inc.
     31,395,870       —       —       31,395,870  
  696,250       901,400     —     1,597,650    
PepsiCo, Inc.
     45,451,200       58,843,392       —       104,294,592  
                                       
                           
 
     76,847,070       58,843,392       —       135,690,462  
                                       
                           
Biotechnology - 5.3%
                                
  631,800       258,100     —     889,900    
Amgen, Inc. *
     42,918,174       17,532,733       —       60,450,907  
  223,700       530,600     —     754,300    
Genentech, Inc. *
     18,459,724       43,785,112       —       62,244,836  
  983,874       —     —     983,874    
MedImmune, Inc. *
     27,194,277       —       —       27,194,277  
                                 
                           
 
     88,572,175       61,317,845       —       149,890,020  
                                       
                           
Commercial Services - 2.2%
                                
  416,431       —     —     416,431    
Moody’s Corp.
     25,477,249       —       —       25,477,249  
  686,572       —     —     686,572    
The McGraw-Hill Companies, Inc.
     38,386,240       —       —       38,386,240  
                                 
                           
 
     63,863,489       —       —       63,863,489  
                                       
                           
Computer Hardware - 3.1%
                                
  —       373,100     —     373,100    
Apple Computer Co., Inc. *
     —       25,314,835       —       25,314,835  
  1,591,000       —     —     1,591,000    
EMC Corp. *
     18,535,150       —       —       18,535,150  
  —       1,233,100     —     1,233,100    
Hewlet Packard, Inc.
     —       45,082,136       —       45,082,136  
                                     
                           
 
     18,535,150       70,396,971       —       88,932,121  
                                       
                           
Computer Services - 3.3%
                                
  205,700       —     —     205,700    
CheckFree Corp. *
     7,364,060       —       —       7,364,060  
  1,132,120       —     —     1,132,120    
First Data Corp.
     48,647,196       —       —       48,647,196  
  —       1,079,000     —     1,079,000    
Paychex, Inc.
     —       38,746,890       —       38,746,890  
                                     
                           
 
     56,011,256       38,746,890       —       94,758,146  
                                       
                           
Computer Software - 3.7%
                                
  651,080       —     —     651,080    
Electronic Arts, Inc. *
     33,185,548       —       —       33,185,548  
  2,750,100       —     —     2,750,100    
Microsoft Corp.
     70,650,069       —       —       70,650,069  
                                 
                           
 
     103,835,617       —       —       103,835,617  
                                       
                           
Drugs & Medicine - 1.9%
                                
  719,937       —     —     719,937    
Pfizer, Inc.
     19,841,464       —       —       19,841,464  
  922,300       —     —     922,300    
Schering-Plough Corp.
     19,322,185       —       —       19,322,185  
  302,400       —     —     302,400    
Wyeth
     14,726,880       —       —       14,726,880  
                                 
                           
 
     53,890,529       —       —       53,890,529  
                                       
                           
Financials - 4.7%
                                
  36,900       —     —     36,900    
Chicago Mercantile Exchange Holdings, Inc.
     16,236,000       —       —       16,236,000  
  200,300       —     —     200,300    
Franklin Resources, Inc.
     19,711,523       —       —       19,711,523  
  169,800       —     —     169,800    
Legg Mason, Inc.
     15,495,948       —       —       15,495,948  
  205,900       316,400     —     522,300    
Merrill Lynch, Inc.
     15,139,827       23,264,892       —       38,404,719  
  293,900       —     —     293,900    
Morgan Stanley
     19,335,681       —       —       19,335,681  
  1,420,400       —     —     1,420,400    
The Charles Schwab Corp.
     23,166,724       —       —       23,166,724  
                                     
                           
 
     109,085,703       23,264,892       —       132,350,595  
                                       
                           
Foods - 0.3%
                                
  133,550       —     —     133,550    
The Hershey Co.
     7,206,358       —       —       7,206,358  
                                       
                           
Foods Retail - 2.2%
                                
  —       608,000     —     608,000    
Costco Wholesale Corp.
     —       28,448,320       —       28,448,320  
  —       662,200     —     662,200    
Walgreens Co.
     —       32,752,412       —       32,752,412  
                                     
                           
 
     —       61,200,732       —       61,200,732  
                                       
                           
Health Care Services - 0.4%
                                
  266,490       —     —     266,490    
Omnicare, Inc. (a)
     12,074,662       —       —       12,074,662  
                                   
                           
Hotels Restaurants & Leisure - 3.5%
                                
  341,610       —     —     341,610    
Harrah’s Entertainment, Inc.
     21,302,800       —       —       21,302,800  
  533,320       —     —     533,320    
Marriott International, Inc.
     20,084,831       —       —       20,084,831  
  —       665,300     —     665,300    
McDonald’s Corp.
     —       23,884,270       —       23,884,270  
  —       1,144,300     —     1,144,300    
Starbucks Corp.
     —       35,484,743       —       35,484,743  
                                       
                           
 
     41,387,631       59,369,013       —       100,756,644  
                                       
                           
Household Products - 3.3%
                                
  —       622,900     —     622,900    
Colgate-Palmolive Co.
     —       37,286,794       —       37,286,794  
  —       929,644     —     929,644    
Proctor & Gamble Co.
     —       57,544,964       —       57,544,964  
                                     
                           
 
     —       94,831,758       —       94,831,758  
                                       
                           
House Wares - 0.3%
                                
  265,200       —     —     265,200    
Williams-Sonoma, Inc.
     7,812,792       —       —       7,812,792  
                                       
                           
Industrial Conglomerates - 2.1%
                                
  —       1,280,000     —     1,280,000    
General Electric Co.
     —       43,596,800       —       43,596,800  
  —       239,700     —     239,700    
3M Company, Inc.
     —       17,186,490       —       17,186,490  
                                     
                           
 
     —       60,783,290       —       60,783,290  
                                       
                           
Insurance - 1.0%
                                
  —       459,500     —     459,500    
American International Group
     —       29,325,290       —       29,325,290  
                                 
                           
Internet & Online - 4.9%
                                
  135,108       101,200     —     236,308    
Google, Inc. *
     51,142,431       38,307,236       —       89,449,667  
  1,757,900       —     —     1,757,900    
Yahool, Inc. *
     50,662,678       —       —       50,662,678  
                                 
                           
 
     101,805,109       38,307,236       —       140,112,345  
                                       
                           
Machinery - 0.7%
                                
  —       281,400     —     281,400    
Caterpillar, Inc.
     —       18,670,890       —       18,670,890  
                                       
                           
Manufacturing - 0.8%
                                
  423,800       —     —     423,800    
Rockwell Automation, Inc.
     23,893,844       —       —       23,893,844  
                                       
               
 
                                            
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                             
Shares   Description   Value
 
 
        AXA Enterprise                           AXA Enterprise            
GS Capital   Group of Funds       Pro Forma       GS Capital   Group of Funds           Pro Forma
Growth Fund   Growth Fund   Adjustments   Combined Fund       Growth Fund   Growth Fund   Adjustments   Combined Fund
 
 
                           
Media - 0.8%
                                
$ —     $ 203,800   $ —   $ 203,800    
McGraw Hill Companies, Inc.
   $ —     $ 11,394,458     $ —     $ 11,394,458  
  —       124,500     —     124,500    
Omnicom Group, Inc.
     —       10,883,790       —       10,883,790  
                                     
                           
 
     —       22,278,248       —       22,278,248  
                                       
                           
Medical Products - 5.3%
                                
  132,830       —     —     132,830    
Fisher Scientific International, Inc. *
     10,391,291       —       —       10,391,291  
  666,000       254,200     —     920,200    
Medtronic, Inc.
     31,235,400       11,921,980       —       43,157,380  
  491,368       —     —     491,368    
St. Jude Medical, Inc.
     17,890,709       —       —       17,890,709  
  340,385       829,200     —     1,169,585    
Stryker Corp.
     16,348,691       39,826,476       —       56,175,167  
  353,363       —     —     353,363    
Zimmer Holdings, Inc. *
     24,028,684       —       —       24,028,684  
                                       
                           
 
     99,894,775       51,748,456       —       151,643,231  
                                       
                           
Medical Supplies - 0.3%
                                
  217,176       —     —     217,176    
Charles River Laboratories
     8,826,033       —       —       8,826,033  
                                       
                           
Movies & Entertainment - 0.6%
                                
  442,965       —     —     442,965    
Viacom, Inc. Class B *
     16,079,630       —       —       16,079,630  
                                       
                           
Multiline Retail - 0.8%
                                
  —       375,700     —     375,700    
Kohl’s Corp.
     —       23,485,007       —       23,485,007  
                                       
                           
Networking/Telecommunications Equipment - 4.1%
                                
  2,116,175       —     —     2,116,175    
Cisco System, Inc. *
     46,534,688       —       —       46,534,688  
  804,300       —     —     804,300    
Motorola, Inc.
     18,804,534       —       —       18,804,534  
  155,144       471,300     —     626,444    
Research In Motion Ltd. *
     12,799,380       38,882,250       —       51,681,630  
                                       
                           
 
     78,138,602       38,882,250       —       117,020,852  
                                       
                           
Oil & Gas - 6.3%
                                
  708,910       —     —     708,910    
Canadian Natural Resources Ltd.
     37,281,577       —       —       37,281,577  
  1,094,800       —     —     1,094,800    
Chesapeake Energy Corp. (a)
     34,562,836       —       —       34,562,836  
  —       880,600     —     880,600    
Occidental Petroleum, Inc.
     —       44,901,794       —       44,901,794  
  301,100       —     —     301,100    
Quicksilver Resources, Inc. * (a)
     11,327,382       —       —       11,327,382  
  667,310       —     —     667,310    
Suncor Energy, Inc. (a)
     51,769,910       —       —       51,769,910  
                                       
                           
 
     134,941,705       44,901,794       —       179,843,499  
                                       
                           
Oil Well Services & Equipment - 8.6%
                                
  645,510       436,000     —     1,081,510    
Baker Hughes, Inc.
     45,947,402       31,034,480       —       76,981,882  
  216,100       —     —     216,100    
Grant Pride co, Inc. *
     8,974,633       —       —       8,974,633  
  —       1,508,300     —     1,508,300    
Halliburton Co.
     —       49,200,746       —       49,200,746  
  683,448       839,200     —     1,522,648    
Schlumberger Ltd. (a)
     41,895,362       51,442,960       —       93,338,322  
  392,200       —     —     392,200    
Weatherford International Ltd. *
     16,864,600       —       —       16,864,600  
                                       
                           
 
     113,681,997       131,678,186       —       245,360,183  
                                       
                           
Personal Products - 0.5%
                                
  —       398,700     —     398,700    
Estee Lauder Companies
     —       14,696,082       —       14,696,082  
                                       
                           
Pharmaceuticals - 1.3%
                                
  —       664,400     —     664,400    
Lilly & Co., Inc.
     —       37,159,892       —       37,159,892  
                                       
                           
Pharmacy Benefit Manager - 2.7%
                                
  411,873       648,700     —     1,060,573    
Caremark Rx, Inc.
     23,863,922       37,585,678       —       61,449,600  
  256,100       —     —     256,100    
Medco Health Solutions, Inc. *
     16,229,057       —       —       16,229,057  
                                 
                           
 
     40,092,979       37,585,678       —       77,678,657  
                                       
                           
Producer Goods - 0.4%
                                
  187,770       —     —     187,770    
W.W. Grainger, Inc.
     12,543,036       —       —       12,543,036  
                                       
The accompanying notes are an integral part of these pro forma financial statements.

 

 

                                                                 
Shares   Description   Value
 
 
        AXA Enterprise                               AXA Enterprise            
  GS Capital     Group of Funds           Pro Forma       GS Capital   Group of Funds           Pro Forma
Growth Fund   Growth Fund   Adjustments   Combined Fund       Growth Fund   Growth Fund   Adjustments   Combined Fund
 
 
                               
Publishing - 0.6%
                                
$ 346,612     $ —     $ —     $ 346,612    
Lamar Advertising Co. *
   $ 18,127,808     $ —     $ —     $ 18,127,808  
                                     
                               
 
                                
                               
Retailing - 3.7%
                                
  1,195,800       —       —       1,195,800    
Lowe’s Companies Co. *
     32,358,348       —       —       32,358,348  
  721,100       —       —       721,100    
Target Corp.
     34,894,029       —       —       34,894,029  
  863,970       —       —       863,970    
Wal-Mart Stores, Inc.
     38,636,738       —       —       38,636,738  
                                     
                               
 
     105,889,115       —       —       105,889,115  
                                     
                               
 
                                
                               
Semiconductors - 4.0%
                                
  527,860       —       —       527,860    
Intel Corp.
     10,314,384       —       —       10,314,384  
  1,133,848       —       —       1,133,848    
Linear Technology Corp.
     38,562,171       —       —       38,562,171  
  983,590       719,400       —       1,702,990    
QUALCOMM, Inc.
     37,051,835       27,099,798       —       64,151,633  
                                     
                               
 
     85,928,390       27,099,798       —       113,028,188  
                                     
                               
 
                                
                               
Specialty Finance-5.7%
                                
  497,030       689,588       —       1,186,618    
American Express Co.
     26,113,956       36,230,954       —       62,344,910  
  352,743       —       —       352,743    
Fannie Mae
     18,571,919       —       —       18,571,919  
  1,298,100       —       —       1,298,100    
Freddie Mac
     82,559,160       —       —       82,559,160  
                                     
                               
 
     127,245,035       36,230,954       —       163,475,989  
                                     
                               
 
                                
                               
Technology Services-0.4%
                                
  177,140       —       —       177,140    
Cognizant Technology Solutions Corp. *
     12,383,857       —       —       12,383,857  
                                     
                               
 
                                
                               
Telecommunications - 2.2%
                                
  1,264,800       —       —       1,264,800    
American Tower Corp. *
     45,355,728       —       —       45,355,728  
  333,765       —       —       333,765    
Crown Castle International Corp. *
     11,468,165       —       —       11,468,165  
  224,900       —       —       224,900    
NeuStar, Inc. *
     6,346,678       —       —       6,346,678  
                                     
                               
 
     63,170,571       —       —       63,170,571  
                                     
                               
TOTAL COMMON STOCKS
(Cost $1,412,295,904, $985,441,929, $0 and $2,397,737,833 respectively)
   $ 1,738,398,304     $ 1,080,804,543     $ —     $ 2,819,202,847  
                                     
 
Principal Amount   Interest Rate    Maturity Date   Value
 
 
                               
Time Deposits - 1.1%
                                
          6,105,699               31,435,295    
JP Morgan Chase Nassau
     —       31,435,295       —       31,435,295  
                                     
                               
TOTAL Time Deposits
(Cost $0, $31,435,29574, $0 and $31,435,295 respectively)
   $ —     $ 31,435,295     $ —     $ 31,435,295  
                                     
  2,900,000       —     $ —     $ 2,900,000    
Repurchase Agreement (b) - 0.1% Joint Repurchase Agreement Account II
5.28% 09/01/2006 Maturity Value $2,900,425
(Cost $2,900,000, $0, $0 and $2,900,000
                               
                               
respectively)
   $ 2,900,000     $ —     $ —     $ 2,900,000  
                                     
                               
TOTAL INVESTMENTS BEFORE
SECURITIES LENDING COLLATERAL
(Cost $1,415,195,904, $1,016,877,225, $0 and $2,432,073,129 respectively)
   $ 1,741,298,304     $ 1,112,239,838     $ —     $ 2,853,538,142  
                                     
 
Shares   Description   Value
 
 
                               
Securities Lending Collateral - 5.4%
                                
  —       71,791,736       —       71,791,736    
Cantor Fitzgerald Securities Repurchase Agreement
     —       71,791,736       —       71,791,736  
  80,977,750       —       —       80,977,750    
Boston Global Investment Trust - Enhanced
                                
                               
Portfolio
   $ 80,977,750       —       —     $ 80,977,750  
                               
TOTAL SECURITIES LENDING COLLATERAL
(Cost $80,977,750, $0, $0 and $80,977,750
respectively)
   $ 80,977,750     $ 71,791,736     $ —     $ 152,769,486  
                                     
                               
TOTAL INVESTMENTS
(Cost $1,496,173,654, $1,088,668,961, $0 and $2,729,201,850 respectively) - 105.7%
   $ 1,822,276,054     $ 1,184,031,574     $ —     $ 3,006,307,628  
                                     
                               
OTHER ASSETS IN EXCESS OF LIABILITIES/(LIABILITIES IN EXCESS OF OTHER ASSETS) - 5.7%
   $ (85,175,523 )   $ (77,116,561 )   $ —     $ (162,292,085 )
                               
NET ASSETS - 100.0%
   $ 1,737,100,531     $ 1,106,915,013     $ —     $ 2,844,015,543  
                                     
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 the security is on loan.
(b) Repurchase agreement was entered into on August 31, 2006.
The accompanying notes are an integral part of these pro forma financial statement.

 

Pro Forma Combined Statement of Assets and Liabilities
For the Goldman Sachs Capital Growth Fund and the AXA Enterprise Group of Funds Growth Fund
August 31, 2006 (Unaudited)
                                 
    Goldman Sachs     AXA Enterprise                
    Capital Growth     Group of Funds             Pro Forma  
    Fund     Growth Fund     Adjustments     Combined Fund  
 
  
   
   
   
 
Assets:
                                
Investments in securities, at value (identified cost $1,415,195,904, $985,441,929, $0, and $2,400,637,833, respectively) — (including $78,901,761, $0, $0 and $78,901,761 of securities on loan, respectively)
   $ 1,741,298,304     $ 1,080,804,543     $ —     $ 2,822,102,847  
Investments in short term securities, at value (cost $0, $31,435,295, $0 and $$31,435,295, respectively)
     —       31,435,295       —       31,435,295  
Securities Lending collateral, at value (cost $80,977,750, $71,791,736, $0 and $152,769,486, respectively)
     80,977,750       71,791,736       —       152,769,486  
Cash
     68,764 (a)     —       —       68,764  
Receivables:
                                
Fund shares sold
     1,187,281       277,405       —       1,464,686  
Dividends and interest, at value
     1,608,019       1,012,778       —       2,620,797  
Reimbursement from adviser
     59,167       —       —       59,167  
Securities lending income
     3,726       —       —       3,726  
Other assets
     10,384       283,940       —       294,324  
 
                                
Total assets
     1,825,213,395       1,185,605,697       —       3,010,819,092  
 
                                
 
                                
Liabilities:
                                
Payables:
                                
Investment securities purchased
             1,080,626       —       1,080,626  
Payable upon return of securities loaned
     80,977,750       71,791,736       —       152,769,486  
Fund shares repurchased
     4,685,996       1,627,698       —       6,313,694  
Amounts owed to affiliates
     2,058,341       —       —       2,058,341  
Bank Overdraft
     —       2,245,496       —       2,245,496  
Accrued expenses
     390,777       1,945,128       —       2,335,905  
 
                                
Total liabilities
     88,112,864       78,690,684       —       166,803,548  
 
                                
 
                                
Net Assets:
                                
Paid-in capital
     1,649,606,492       1,123,650,472       —       2,773,256,964  
Accumulated undistributed net investment income (loss)
     1,637,581       (4,270,641 )     —       (2,633,060 )
Accumulated net realized gain (loss) on investments
     (240,245,942 )     (107,827,432 )     —       (348,073,374 )
Net unrealized gain on investments
     326,102,400       95,362,614       —       421,465,014  
 
                                
Net Assets
   $ 1,737,100,531     $ 1,106,915,013     $ —     $ 2,844,015,544  
 
                                
 
                                
 
Net Assets:
                                
Class A
   $ 1,289,842,758     $ 709,067,653     $ —     $ 1,998,910,411  
Class B
     96,105,662       220,297,564       —       316,403,226  
Class C
     68,527,926       132,175,945       —       200,703,871  
Institutional/Class Y
     272,294,602       45,373,851       —       317,668,453  
Service/Class P
     10,329,583       —       —       10,329,583  
 
Shares Outstanding:
                                
Class A
     62,543,451       41,199,510       (6,817,383 )(b)   $ 96,925,578  
Class B
     5,051,445       13,712,398       (2,133,257 )(b)     16,630,586  
Class C
     3,608,130       8,112,788       (1,153,465 )(b)     10,567,453  
Institutional/Class Y
     12,820,835       2,499,079       (362,677 )(b)     14,957,237  
Service/Class P
     506,824       —       —       506,824  
 
Total shares outstanding, $0.001 par value (unlimited number of shares authorized)
     84,530,685       65,523,775       (10,466,781 )(b)     139,587,679  
 
Net assets value, offering and redemption price per share:(c)
                                
Class A
   $ 20.62       17.21     $ —     $ 20.62  
Class B
     19.03       16.07       —       19.03  
Class C
     18.99       16.29       —       18.99  
Institutional/Class Y
     21.24       18.16       —       21.24  
Service/Class P
     20.38       —       —       20.38  
 
 
(b)   Adjustment to reflect proceeds on investments that do not meet Capital Growth Fund’s investment criteria and are assumed to be sold at 8/31/06.
 
(b)   Adjustment to reflect reduction of shares based on Capital Growth Fund’s NAV.
 
(c)   Maximum public offering price per share for Class A Shares is $21.82, $18.07, $0 and $21.82 for the Capital Growth Fund, the AXA Enterprise Group of Funds Growth Fund, 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 pro forma financial statements.

 

 

Pro Forma Combined Statement of Operations
For the Goldman Sachs Capital Growth Fund and the AXA Enterprise Group of Funds Growth Fund
For year ended August 31, 2006 (Unaudited)
                                 
    Goldman Sachs     AXA Enterprise                
    Capital Growth     Group of Funds             Pro Forma  
    Fund     Growth Fund     Adjustments     Combined Fund  
 
  
   
   
   
 
Investment Income:
                                
Dividends (Net of foreign withholding tax of $52,081, $0, $0, and $52,081, respectively)
   $ 17,706,466     $ 14,712,594     $ —     $ 32,419,060  
Interest (including securities lending income of $108,912, $30,664, $0 and $139,576, respectively)
     519,571       2,174,215       —       2,693,786  
 
                                
Total income
     18,226,037       16,886,809       —       35,112,846  
 
Expenses:
                                
Management fees
     17,686,134       9,435,220       1,059,734 (a)     28,181,088  
Administrative fees
     —       712,527       (712,527) (b)     —  
Distribution and service fees
     5,447,811       7,968,423       (1,630,524) (b)     11,785,710  
Transfer agent fees
     3,092,359       3,562,633       (1,177,345) (b)     5,477,647  
Custody and accounting fees
     260,626       (42,719 )     151,869 (b)     369,776  
Printing fees
     94,677       447,321       (414,279) (b)     127,719  
Registration fees
     120,003       102,819       (60,938) (b)     161,884  
Audit fees
     61,542       40,134       (33,980) (b)     67,696  
Legal fees
     17,898       227,598       (224,018) (b)     21,478  
Trustee fees
     15,230       241,129       (241,129) (b)     15,230  
Service share fees
     51,590       —       — (b)     51,590  
Other
     237,962       564,930       (440,357) (b)     362,535  
 
                                
Total expenses
     27,085,831       23,260,015       (3,723,494)       46,622,352  
Less — expense reductions
     (806,389 )     (583,200 )     1,386,256 (c)     (3,333 )
 
                                
Net Expenses
     26,279,442       22,676,815       (2,337,238)       46,619,019  
 
                                
Net Investment Income (loss)
     (8,053,405 )     (5,790,006 )     2,337,238       (11,506,173 )
 
                                
Realized and unrealized gain (loss) on investment and futures transactions:
                                
Net realized gain (loss) from:
                                
Investment transactions (including commissions recapture of $290,115, $0, $175,063 and $465,178, respectively
     120,202,002       90,132,599       175,063       210,509,664  
Investments
     (58,053,651 )     (91,750,378 )     —       (149,804,029 )
 
                                
Net realized and unrealized gain on investment and futures transactions
     62,148,351       (1,617,779 )     175,063       60,705,635  
 
                                
 
Net Increase in Net Assets Resulting from Operations
   $ 54,094,946     $ (7,407,785 )   $ 2,512,301     $ 49,199,462  
 
                                
 
(a)   Adjustment to reduce management fee based on Capital Growth Fund rates.
 
(b)   Adjustments to reflect the anticipated adjustment as a result of consolidation of transfer agent, printing, custody and accounting and other services.
 
(c)   Adjustment to reflect increase in expense reduction based on Capital Growth Fund current expense cap and waivers.
The accompanying notes are an integral part of these pro forma financial statements.

 

 

GOLDMAN SACHS CAPITAL GROWTH FUND
Notes to Pro Forma Financial Statements
For the Twelve Months Ended August 31, 2006 (Unaudited)
1. ORGANIZATION
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 the Goldman Sachs Capital Growth Fund (the “Fund”). The Fund is a diversified portfolio offering five classes of shares — Class A, Class B, Class C, Institutional and Service. Class A shares of the Fund are sold with a front-end sales charge of up to 5.50%. Class B shares of the Fund 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 Fund are sold with a contingent deferred sales charge of 1.00% during the first 12 months. Institutional and Service Class shares of the Fund are not subject to a sales charge.
The Enterprise Group of Funds, Inc. (“EGF” or “Corporation”) is a Maryland corporation and is registered under the Act as an open-end management investment company. EGF currently has 2 active Funds, including the Growth Fund (the “Enterprise Group Portfolio”) which offers four classes of shares—Class A, B, C, and Y.
2. BASIS OF COMBINATION
The unaudited pro forma Statement of Investments, Statement of Assets and Liabilities, and Statement of Operations ( “pro forma statements” ) reflect the accounts of the Fund as if the proposed reorganization occurred as of and for the twelve months ended August 31, 2006. Class A of the Enterprise Group Portfolio will be combined with Class A of the Fund, Class B of the Enterprise Group Portfolio will be combined with Class B of the Fund, Class C of the Enterprise Group Portfolio will be combined with Class C of the Fund and Class Y of the Enterprise Group Portfolio will be combined with Institutional Class of the Fund. These pro forma statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the period shown.
The Fund will be the accounting survivor for financial reporting purposes. The Plan of Reorganization provides for a tax-free acquisition of the Enterprise Group Portfolio into the Fund. The acquisition is expected to be completed in April 2007.
3. SHARES OF BENEFICIAL INTEREST
These pro forma statements give effect to the proposed transaction whereby all assets of the Enterprise Group Portfolio will be exchanged for shares of the Fund. The Fund will assume the liabilities, if any, of the Enterprise Group Portfolio. Immediately thereafter, shares of the Fund will be distributed to the shareholders of the Enterprise Group Portfolio. The Enterprise Group Portfolio will be subsequently terminated.
The pro forma net asset value per share assumes the issuance of additional shares of the Fund, which would have been issued on August 31, 2006 in connection with the proposed reorganization. The amount of additional shares assumed to be issued under the reorganization was calculated based on the August 31, 2006 net assets of the Fund and the net asset value per share of the Fund. These amounts are summarized as follows:
                                 
    Class A
     Class B
     Class C
     Institutional
  
Shares Issued
     34,382,127       11,579,141       6,959,323       2,136,402  
Net Assets 08/31/2006
   $ 709,067,653     $ 220,297,564     $ 132,175,945     $ 45,373,851  
Pro Forma Net Asset Value 08/31/2006
   $ 20.62     $ 19.03     $ 18.99     $ 21.24  
4. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions

 

 

that may affect the reported amounts. Actual results could differ from those estimates.
A. Investment Valuation — Investments in equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system or for investments in securities traded on a foreign securities exchange for which an independent fair value service is not available are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, such securities and investment companies are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/dealer-supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other than those that are exchange traded) are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed not to reflect market value by the Investment Adviser are valued at fair value using methods approved by the Trust’s Board of Trustees
B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified-cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted.
      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 Fund 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 Fund of the Trust are allocated to the Fund on a straight-line and/or pro-rata basis depending upon the nature of the expense.
      Class A, Class B and Class C shareholders of the Fund bear all expenses and fees relating to its respective Distribution and Service Plans. Service Shares bear all expenses and fees relating to its Service and Shareholder Administration Plans. Each class of shares separately bears its respective class-specific Transfer Agency fees.
D. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income distributions and capital gains distributions, if any, are declared and paid annually. Net capital losses are carried forward to future years and may be used to the extent allowed by the Code to offset any future capital gains. Utilization of capital loss carryforwards will reduce the requirement of future capital gain distributions.
      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 the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from tax return of capital.
      In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, an 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.
      The Fund had capital loss carryforwards as of its most recent fiscal year ended August 31, 2006. The year and amount of expiration for each capital loss carryforward is indicated below in (000):
                 
Capital Loss Carryforward*
   The Enterprise Group Portfolio
   Capital Growth Fund
Expiring 2010
   $ 30,354     $ —  
Expiring 2011
     60,741     222,589  
 
Total
   $ 91,095     $ 222,589  
 
*   Expiration occurs on August 31 of the year indicated. As a consequence of the reorganization, utilization of these losses may be limited under the Internal Revenue Code.
E. Futures Contracts — The Funds may enter into futures transactions to hedge against changes in interest rates, securities prices, currency exchange rates or to seek to increase total return. Futures contracts are valued at the last settlement price, or in the absence of a sale, the last bid price, at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Funds are required to segregate cash or securities equal to the minimum ‘‘initial margin’’ requirement of the associated futures exchange. Subsequent payments for futures contracts (‘‘variation margin’’) are paid or received by the Funds,

2

 

dependant on the fluctuations in the value of the contracts, and are recorded for financial reporting purposes as unrealized gains or losses. When contracts are closed, the Funds realize a gain or loss which is reported in the Statement of Operations.
      The use of futures contracts involve, to varying degrees, elements of market risk which may exceed the amounts recognized in the Statement of Assets and Liabilities. Changes in the value of a futures contract may not directly correlate with changes in the value of the underlying securities. The risk may decrease the effectiveness of the Funds’ strategies and potentially result in a loss.
F. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to exceed the value of the repurchase agreement, including accrued interest. If the seller defaults or becomes insolvent, realization of the collateral by the Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.
      Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, may transfer uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.
G. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate or physically move liquid assets, on the books of its custodian or to respective counterparties, with a current value equal to or greater than the market value of the corresponding transactions.
H. Commission Recapture — The Fund may direct portfolio trades, subject to obtaining best execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to the Fund as cash payments and are included in the net realized gain (loss) on investments in the Statements of Operations.
5. AGREEMENTS
GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees. As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, equally to an annual percentage rate of the Fund’s average daily net assets.
      GSAM currently receives a Management Fee on a contractual basis at the following rates:
         
Average Daily Net Assets
  
 Annual Rate
First $1 Billion
     1.00 %
Next $1 Billion
     0.90 %
Over $2 Billion
     0.80 %
 
      GSAM has voluntarily agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Distribution and Service fees, Transfer Agency fees and expenses, Service Shares fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.004% of the average daily net assets of the Fund. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any.
      The Trust, on behalf of the 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, to 0.25%, 0.75% and 0.75% of the Fund’s average daily net assets attributable to Class A, Class B and Class C Shares, respectively. Additionally, Goldman

3

 

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 Fund’s average daily net assets attributable to Class B and Class C Shares.
      Goldman Sachs serves as Distributor of the shares of the Fund pursuant to a Distribution Agreement. Goldman Sachs may retain a portion of the Class A sales load and Class B and Class C contingent deferred sales charges. For the twelve months ended August 31, 2006, Goldman Sachs advised the Fund that it retained approximately $180,700, $1,000, and $100 for Class A, Class B, and Class C Shares, respectively.
      Goldman Sachs also serves as Transfer Agent of the Fund for a fee. Fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate as follows: 0.19% of the average daily net assets for Class A, B and Class C shares and 0.04% of the average daily net assets for Institutional and Service Shares.
      The Trust, on behalf of the Fund, 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 its 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.
      For the twelve months ended August 31, 2006, GSAM has voluntarily agreed to reimburse certain expenses. In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. Goldman Sachs, as Transfer Agent, voluntarily made a payment to the Fund related to certain earnings credits that reduce transfer agent fees. The Fund’s expense reductions were approximately, $0, $734,000, $3,000, and $69,000 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, and Transfer Agent Fee Reduction, respectively. The Enterprise Group Portfolio’s expense reductions were approximately, $408,000, $175,000, and $0 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively.
      At August 31, 2006, amounts owed to affiliates by the Fund were approximately $1,404,000, $411,000, and $243,000 for Management, Distribution and Service, and Transfer Agent fees, respectively. Amounts owed to affiliates by the Enterprise Group Portfolio were approximately $0.
6. SECURITIES LENDING
Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs and affiliates. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. The market value of the loaned securities is determined at the close of business of the Fund, at their last sale price or official closing price on the principal exchange or system on which they are traded, and any additional required collateral is delivered to the Fund on the next business day. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
      Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the twelve months ended August 31, 2006, is reported parenthetically on the Statement of Operations. For the twelve months ended August 31, 2006, BGA earned $18,394 in fees as securities lending agent. A portion of this amount, $4,166, represents compensation earned by the Fund from lending its securities to Goldman Sachs. At August 31, 2006, the Fund loaned securities having a market value of $78,901,761 collateralized by cash in the amount of $80,977,750. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

4

 

Pro Forma Combined Statement of Investments for the Goldman Sachs Capital Growth Fund and AXA Enterprise Group of Funds Growth Fund and AXA Enterprise Large Cap Growth Fund
August 31, 2006 (Unaudited)
                                                                                 
Shares   Description    
 
 
    AXA               Pro       GS   AXA               Pro
GS   Enterprise Group   AXA Enterprise           Forma       Capital   Enterprise Group   AXA Enterprise           Forma
Capital   of Funds   Large Cap       Combined       Growth   of Funds   Large Cap       Combined
Growth Fund   Growth Fund   Growth Fund   Adjustments   Fund       Fund   Growth Fund   Growth Fund   Adjustments   Fund
 
 
 
                                   Common Stocks - 99.1%                                        
 
                                   Aerospace & Defense - 1.0%                                        
$              —
   $ —     $ 22,200     $ —     $ 22,200     Boeing Co., Inc.   $ —     $ —     $ 1,662,780     $ —     $ 1,662,780  
456,481
     —               —       456,481     United Technologies Corp.     28,625,924       —       —       —       28,625,924  
                                         
 
                                         28,625,924       —       1,662,780       —       30,288,704  
                                         
 
                                   Airlines - 0.0%                                        
—
     —       33,800       —       33,800     US Airways Group *     —       —       1,428,050       —       1,428,050  
                                         
 
                                   Apparel/Shoes - 0.2%                                        
356,900
     —       —       —       356,900     Chico’s FAS, Inc. *     6,581,236       —       —       —       6,581,236  
                                         
 
                                   Audio & Visual Equipment - 0.7%                                        
264,130
     —       —       —       264,130     Harman International, Inc.     21,426,226       —       —       —       21,426,226  
                                         
 
                                   Beverages - 4.6%                                        
432,450
     —       —       —       432,450     Fortune Brands, Inc.     31,395,870       —       —       —       31,395,870  
696,250
     901,400       —       —       1,597,650     PepsiCo, Inc.     45,451,200       58,843,392       —       —       104,294,592  
                                         
 
                                         76,847,070       58,843,392       —       —       135,690,462  
                                         
 
                                   Biotechnology - 5.2%                                        
631,800
     258,100       24,000       —       913,900     Amgen, Inc. *     42,918,174       17,532,733       1,630,320       —       62,081,227  
223,700
     530,600       —       —       754,300     Genentech, Inc. *     18,459,724       43,785,112       —       —       62,244,836  
983,874
     —       —       —       983,874     Med Immune, Inc. *     27,194,277       —       —       —       27,194,277  
                                         
 
                                         88,572,175       61,317,845       1,630,320       —       151,520,340  
                                         
 
                                   Chemicals - 0.1%                                        
—
     —       47,500       —       47,500     Monsanto Co.     —       —       2,253,400       —       2,253,400  
                                         
 
                                   Commercial Banks - 0.0%                                        
—
     —       42,700       —       42,700     Commerce Bancorp, Inc.     —       —       1,422,337       —       1,422,337  
                                         
 
                                   Commercial Services - 2.2%                                        
416,431
     —       —       —       416,431     Moody’s Corp.     25,477,249       —       —       —       25,477,249  
686,572
     —       —       —       686,572     The McGraw-Hill Companies, Inc.     38,386,240       —       —       —       38,386,240  
                                         
 
                                         63,863,489       —       —       —       63,863,489  
                                         
 
                                   Computer Hardware - 3.2%                                        
—
     373,100       25,300       —       398,400     Apple Computer Co., Inc. *     —       25,314,835       1,716,605       —       27,031,440  
1,591,000
     —       —       —       1,591,000     EMC Corp. *     18,535,150       —       —       —       18,535,150  
—
     1,233,100               —       1,233,100     Hewlet Packard, Inc.     —       45,082,136       —       —       45,082,136  
—
     —       67,200       —       67,200     SanDisk Corp. *     —       —       3,959,424       —       3,959,424  
                                         
 
                                         18,535,150       70,396,971       5,676,029       —       94,608,150  
                                         
 
                                   Computer Services - 3.2%                                        
205,700
     —       —       —       205,700     Check Free Corp. *     7,364,060       —       —       —       7,364,060  
1,132,120
     —       —       —       1,132,120     First Data Corp.     48,647,196       —       —       —       48,647,196  
—
     1,079,000       —       —       1,079,000     Paychex, Inc.     —       38,746,890       —       —       38,746,890  
                                         
 
                                         56,011,256       38,746,890       —       —       94,758,146  
                                         
 
                                   Computer Software - 4.0%                                        
651,080
     —       147,400       —       798,480     Electronic Arts, Inc. *     33,185,548       —       7,512,978       —       40,698,526  
2,750,100
     —       201,100       —       2,951,200     Microsoft Corp.     70,650,069       —       5,166,259       —       75,816,328  
                                         
 
                                         103,835,617       —       12,679,237       —       116,514,854  
                                         
 
                                   Drugs & Medicine - 1.8%                                        
719,937
     —       —       —       719,937     Pfizer, Inc.     19,841,464       —       —       —       19,841,464  
922,300
     —       —       —       922,300     Schering-Plough Corp.     19,322,185       —       —       —       19,322,185  
302,400
     —       —       —       302,400     Wyeth     14,726,880       —       —       —       14,726,880  
                                         
 
                                         53,890,529       —       —       —       53,890,529  
                                         
 
                                   Financials - 4.5%                                        
36,900
     —       —       —       36,900     Chicago Mercantile Exchange Holdings, Inc.     16,236,000       —       —       —       16,236,000  
200,300
     —       —       —       200,300     Franklin Resources, Inc.     19,711,523       —       —       —       19,711,523  
169,800
     —       —       —       169,800     Legg Mason, Inc.     15,495,948       —       —       —       15,495,948  
205,900
     316,400       —       —       522,300     Merrill Lynch, Inc.     15,139,827       23,264,892       —       —       38,404,719  
293,900
     —       —       —       293,900     Morgan Stanley     19,335,681       —       —       —       19,335,681  
1,420,400
     —       —       —       1,420,400     The Charles Schwab Corp.     23,166,724       —       —       —       23,166,724  
                                         
 
                                         109,085,703       23,264,892       —       —       132,350,595  
                                         
 
                                   Foods - 0.2%                                        
133,550
     —       —       —       133,550     The Hershey Co.     7,206,358       —       —       —       7,206,358  
                                         
 
                                   Foods Retail - 2.2%                                        
—
     608,000       —       —       608,000     Costco Wholesale Corp.             28,448,320       —       —       28,448,320  
—
     —       83,000       —       83,000     CVS Corp.     —       —       2,784,650       —       2,784,650  
—
     662,200       —       —       662,200     Wallgreen Co.     —       32,752,412       —       —       32,752,412  
                                         
 
                                         —       61,200,732       2,784,650       —       63,985,382  
                                         
 
                                   Health Care Services - 0.5%                                        
—
     —       47,500       —       47,500     Cardinal Health, inc.     —       —       3,202,450       —       3,202,450  
266,490
     —       —       —       266,490     Omnicare, Inc. (a)     12,074,662       —       —       —       12,074,662  
                                         
 
                                         12,074,662       —       3,202,450       —       15,277,112  
                                         
 
                                   Hotels Restaurants & Leisure - 3.5%                                        
341,610
     —       —       —       341,610     Harrah’s Entertainment, Inc.     21,302,800       —       —       —       21,302,800  
533,320
     —       —       —       533,320     Marriott International, Inc.     20,084,831       —       —       —       20,084,831  
—
     665,300       —       —       665,300     McDonald’s Corp.     —       23,884,270       —       —       23,884,270  
—
     1,144,300       —       —       1,144,300     Starbucks Corp.     —       35,484,743       —       —       35,484,743  
—
     —       46,500       —       46,500     Starwoods Hotels and Resorts     —       —       2,476,590       —       2,476,590  
                                         
 
                                         41,387,631       59,369,013       2,476,590       —       103,233,234  
                                         
 
                                   Household Products - 3.3%                                        
—
     622,900       —       —       622,900     Colgate-Palmolive Co.     —       37,286,794       —       —       37,286,794  
—
     929,644       43,200       —       972,844     Proctor & Gamble Co.     —       57,544,964       2,674,080       —       60,219,044  
                                         
 
                                         —       94,831,758       2,674,080       —       97,505,838  
                                         
 
                                   Housewares - 0.3%                                        
265,200
     —       —       —       265,200     Williams-Sonoma, Inc.     7,812,792       —       —       —       7,812,792  
                                         
 
                                   Industrial Conglomerates - 2.2%                                        
—
     1,280,000       71,600       —       1,351,600     General Electric Co.     —       43,596,800       2,438,696       —       46,035,496  
—
     239,700       —       —       239,700     3M Company, Inc.     —       17,186,490       —       —       17,186,490  
                                         
 
                                         —       60,783,290       2,438,696       —       63,221,986  
                                         
 
                                   Insurance - 1.0%                                        
—
     459,500       —       —       459,500     American International Group     —       29,325,290       —       —       29,325,290  
                                         
 
                                   Internet & Online - 5.0%                                        
—
     —       81,100       —       81,100     Akamai Technologies Co. *     —       —       3,179,120       —       3,179,120  
135,108
     101,200       9,300       —       245,608     Google, Inc. *     51,142,431       38,307,236       3,520,329       —       92,969,996  
1,757,900
     —       —       —       1,757,900     Yahoo!, Inc. *     50,662,678       —       —       —       50,662,678  
                                         
 
                                         101,805,109       38,307,236       6,699,449       —       146,811,794  
                                         
 
                                   Machinery - 0.6%                                        
—
     281,400       —       —       281,400     Caterpillar, Inc.     —       18,670,890       —       —       18,670,890  
                                         
 
                                   Manufacturing - 0.8%                                        
423,800
     —       —       —       423,800     Rockwell Automation, Inc.     23,893,844       —       —       —       23,893,844  
                                         
 
                                   Media - 0.8%                                        
—
     203,800       —       —       203,800     McGraw Hill Companies, Inc.     —       11,394,458       —       —       11,394,458  
—
     124,500       —       —       124,500     Omnicom Group, Inc.     —       10,883,790       —       —       10,883,790  
                                         
 
                                         —       22,278,248       —       —       22,278,248  
                                         
The accompanying notes are an integral part of these pro forma financial statements.

 

                                                                                 
Shares   Description    
 
 
  AXA Enterprise   AXA Enterprise           Pro Forma           AXA Enterprise   AXA Enterprise           Pro Forma
GS Capital   Group of Funds   Large Cap           Combined       GS Capital   Group of Funds   Large Cap           Combined
Growth Fund   Growth Fund   Growth Fund   Adjustments   Fund       Growth Fund   Growth Fund   Growth Fund   Adjustments   Fund
 
 
 
                                   Medical Products - 5.3%                                        
$     132,830
   $ —     $ —     $ —     $ 132,830     Fisher Scientific International, Inc. *   $ 10,391,291     $ —     $ —     $ —     $ 10,391,291  
666,000
     254,200       —       —       920,200     Medtronic, Inc.     31,235,400       11,921,980       —       —       43,157,380  
491,368
     —       87,200       —       578,568     St. Jude Medical, Inc. *     17,890,709       —       3,174,952       —       21,065,661  
340,385
     829,200       —       —       1,169,585     Stryker Corp.     16,348,691       39,826,476       —       —       56,175,167  
353,363
     —       —       —       353,363     Zimmer Holdings, Inc. *     24,028,684       —       —       —       24,028,684  
                                         
 
                                         99,894,775       51,748,456       3,174,952       —       154,818,183  
                                         
 
                                   Medical Supplies - 0.3%                                        
217,176
     —       —       —       217,176     Charles River Laboratories     8,826,033       —       —       —       8,826,033  
                                         
 
                                   Movies & Entertainment - 0.5%                                        
442,965
     —       —       —       442,965     Viacom, Inc. Class B *     16,079,630       —       —       —       16,079,630  
                                         
 
                                   Multiline Retail - 1.0%                                        
—
     375,700       29,200       —       404,900     Kohl’s Corp. *     —       23,485,007       1,825,292       —       25,310,299  
—
     —       17,900       —       17,900     Sear Holding Corp. *     —       —       2,579,569       —       2,579,569  
                                         
 
                                         —       23,485,007       4,404,861       —       27,889,868  
                                         
 
                                   Networking/Telecommunications Equipment - 4.1%                                        
2,116,175
     —       —       —       2,116,175     Cisco System, Inc. *     46,534,688       —       —       —       46,534,688  
—
     —       102,500       —       102,500     Corning Inc. *     —       —       2,279,600       —       2,279,600  
804,300
     —       —       —       804,300     Motorola, Inc     18,804,534       —       —       —       18,804,534  
155,144
     471,300       —       —       626,444     Research In Motion Ltd. *     12,799,380       38,882,250       —       —       51,681,630  
                                         
 
                                         78,138,602       38,882,250       2,279,600       —       119,300,452  
                                         
 
                                   Oil & Gas - 6.2%                                        
708,910
     —       —       —       708,910     Canadian Natural Resources Ltd.     37,281,577       —       —       —       37,281,577  
1,094,800
     —       —       —       1,094,800     Chesapeake Energy Corp. (a)     34,562,836       —       —       —       34,562,836  
—
     880,600       —       —       880,600     Occidental Petroleum, Inc.     —       44,901,794       —       —       44,901,794  
301,100
     —       —       —       301,100     Quicksilver Resources, Inc. * (a)     11,327,382       —       —       —       11,327,382  
667,310
     —       —       —       667,310     Suncor Energy, Inc. (a)     51,769,910       —       —       —       51,769,910  
                                         
 
                                         134,941,705       44,901,794               —       179,843,499  
                                         
 
                                   Oil Well Services & Equipment - 8.4%                                        
645,510
     436,000       —       —       1,081,510     Baker Hughes, Inc.     45,947,402       31,034,480       —       —       76,981,882  
216,100
     —       —       —       216,100     Grant Pride co, Inc. *     8,974,633       —       —       —       8,974,633  
—
     1,508,300       —       —       1,508,300     Halliburton Co.     —       49,200,746       —       —       49,200,746  
683,448
     839,200       —       —       1,522,648     Schlumberger Ltd. (a)     41,895,362       51,442,960       —       —       93,338,322  
392,200
     —       —       —       392,200     Weatherford International Ltd. *     16,864,600       —       —       —       16,864,600  
                                         
 
                                         113,681,997       131,678,186       —       —       245,360,183  
                                         
 
                                   Personal Products - 0.5%                                        
—
     398,700       —       —       398,700     Estee Lauder Companies     —       14,696,082       —       —       14,696,082  
                                         
 
                                   Pharmaceuticals - 1.3%                                        
—
     —       16,700       —       16,700     Allergen Inc.     —       —       1,913,152       —       1,913,152  
—
     664,400       —       —       664,400     Lilly & Co., Inc.     —       37,159,892       —       —       37,159,892  
                                         
 
                                         —       37,159,892       1,913,152       —       39,073,044  
                                         
 
                                   Pharmacy Benefit Manager - 2.8%                                        
411,873
     648,700       —       —       1,060,573     Caremark Rx, Inc.     23,863,922       37,585,678       —       —       61,449,600  
256,100
     —       50,200       —       306,300     Medco Health Solutions, Inc. *     16,229,057       —       3,181,174       —       19,410,231  
                                         
 
                                         40,092,979       37,585,678       3,181,174       —       80,859,831  
                                         
 
                                   Producer Goods - 0.4%                                        
187,770
     —       —       —       187,770     W.W. Grainger, Inc.     12,543,036       —       —       —       12,543,036  
                                         
The accompanying notes are an integral part of these pro forma financial statements.

 

                                                                                 
Shares     Description                              
 
 
GS Capital Growth
Fund		     AXA Enterprise
Group of Funds
Growth Fund		     AXA Large Cap
Enterprise
Growth Fund		     Adjustments     Pro Forma
Combined
Fund		         GS Capital
Growth Fund		     AXA Enterprise
Group of Funds
Growth Fund		     AXA Enterprise
Large Cap
Growth Fund		     Adjustments     Pro Forma
Combined Fund		  
 
 
                                       
Publishing - 0.6%
                                        
$ 346,612     $ —     $ —     $ —     $ 346,612    
Lamar Advertising Co. *
   $ 18,127,808     $ —     $ —     $ —     $ 18,127,808  
                                             
                                       
Retailing - 3.7%
                                        
  1,195,800       —       —       —       1,195,800    
Lowe’s Companies Co. *
     32,358,348       —       —       —       32,358,348  
  721,100       —       —       —       721,100    
Target Corp.
     34,894,029       —       —       —       34,894,029  
  —       —       94,700       —       94,700    
Urban Outfitters, Inc. *
             —       1,485,843       —       1,485,843  
  863,970       —       —       —       863,970    
Wal-Mart Stores, Inc.
     38,636,738       —       —       —       38,636,738  
                                             
                                       
 
     105,889,115       —       1,485,843       —       107,374,958  
                                             
                                       
Road & Rail - 0.0%
                                        
  —       —       17,700       —       17,700    
Union Pacific Corp.
     —       —       1,422,195       —       1,422,195  
                                             
                                       
Semiconductors - 4.1%
                                        
  527,860       —       —       —       527,860    
Intel Corp.
     10,314,384       —       —       —       10,314,384  
  1,133,848       —       —       —       1,133,848    
Linear Technology Corp.
     38,562,171       —       —       —       38,562,171  
  —       —       90,900       —       90,900    
National Semiconductor
     —       —       2,207,961       —       2,207,961  
  983,590       719,400       132,400       —       1,835,390    
QUALCOMM, Inc.
     37,051,835       27,099,798       4,987,508       —       69,139,141  
                                             
                                       
 
     85,928,390       27,099,798       7,195,469       —       120,223,657  
                                             
                                       
Specialty Finance - 5.7%
                                        
  497,030       689,588       70,200       —       1,256,818    
American Express Co.
     26,113,956       36,230,954       3,688,308       —       66,033,218  
  352,743       —       —       —       352,743    
Fannie Mae
     18,571,919       —       —       —       18,571,919  
  1,298,100       —       —       —       1,298,100    
Freddie Mac
     82,559,160       —       —       —       82,559,160  
                                             
                                       
 
     127,245,035       36,230,954       3,688,308       —       167,164,297  
                                             
                                       
Technology Services - 0.4%
                                        
  177,140       —       —       —       177,140    
Cognizant Technology Solutions Corp. *
     12,383,857       —       —       —       12,383,857  
                                             
                                       
Telecommunications - 2.2%
                                        
  1,264,800       —       —       —       1,264,800    
American Tower Corp. *
     45,355,728       —       —       —       45,355,728  
  333,765       —       —       —       333,765    
Crown Castle International Corp. *
     11,468,165       —       —       —       11,468,165  
  224,900       —       —       —       224,900    
NeuStar, Inc. *
     6,346,678       —       —       —       6,346,678  
                                             
                                       
 
     63,170,571       —       —       —       63,170,571  
                                             
                                       
Tobacco
                                        
  —       —       31,400       —       31,400    
Altria Group, Inc.
     —       —       2,622,842       —       2,622,842  
                                             
                                       
(Cost $1,412,295,904, $78,405,137, $985,441,929, $0 and $2,476,142,970 respectively)
   $ 1,738,398,304     $ 1,080,804,543     $ 78,396,464     $ —     $ 2,897,599,311  
                                             
                                       
 
                                        
Principal Amount
   Interest Rate      Maturity Date   Value
 
 
                                       
Time Deposits - 1.1%
                                        
  —       31,435,295       1,341,542       —       32,776,837    
JP Morgan Chase Nassau
     —       31,435,295       1,341,542               32,776,837  
                                             
                                       
TOTAL Time Deposits
(Cost $0, $1,341,542, $31,435,295, $0 and $32,776,837 respectively)
     —       31,435,295       1,341,542       —       32,776,837  
                                             
                                       
Repurchase Agreement (b) - 0.1%
                                        
  2,900,000       —       —       —       2,900,000    
Joint Repurchase Agreement Account II 5.28% 09/01/2006 Maturity Value $2,900,425 (Cost $2,900,000, $0, $0, $0 and $2,900,000 respectively)
     2,900,000       —       —       —       2,900,000  
                                             
                                       
TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL
                                        
                                       
(Cost $1,415,195,904, $79,746,679, $1,016,877,225, $0 and $2,511,811,135 respectively)
     1,741,298,304       1,112,239,838       79,738,006       —       2,933,276,148  
                                             
                                       
 
                                        
Shares/Principal
   Description   Value
 
 
                                       
Securities Lending Collateral - 5.4%
                                        
  —       71,791,736       —       —       71,791,736    
Cantor Fitzgerald Securities Repurchase Agreement
     —       71,791,736       —       —       71,791,736  
  —       —       4,271,093       —       4,271,093    
Bank of America Securities LLC Repurchase Agreement
     —       —       4,271,093       —       4,271,093  
  80,977,750       —       —       —       80,977,750    
Boston Global Investment Trust — Enhanced Portfolio
     80,977,750       —       —       —       80,977,750  
                                       
TOTAL SECURITIES LENDING COLLATERAL (Cost $80,977,750, $4,271,093, $71,791,736 and $161,311,672 respectively)
     80,977,750       71,791,736       4,271,093       —       157,040,579  
                                             
                                       
(Cost $1,496,173,654, $84,000,426 $1,088,668,961, $0 and $2,668,843,041 respectively) - 105.7%
     1,822,276,054       1,184,031,574       84,009,099       —       3,090,316,727  
                                             
                                       
LIABILITIES IN EXCESS OF OTHER ASSETS - 5.7%
     (85,175,523 )     (77,116,561 )     (4,298,284 )     —       (166,590,368 )
                                             
                                       
NET ASSETS - 100.0%
   $ 1,737,100,531     $ 1,106,915,013     $ 79,710,815     $ —     $ 2,923,726,359  
                                             
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 the security is on loan.
(b)   Repurchase agreement was entered into on August 31, 2006.
 
ADR American Depository Receipt
REIT Real Estate Investment Trust
 
The accompanying notes are an integral part of these pro forma financial statements.

 

Pro Forma Combined Statement of Assets and Liabilities
For the Goldman Sachs Capital Growth Fund and AXA Enterprise Group of Funds Growth Fund and AXA Enterprise Large Cap Growth Fund
August 31, 2006 (Unaudited)
                                         
    Goldman Sachs   AXA Enterprise   AXA Enterprise            
    Capital Growth   Large Cap   Group of Funds           Pro Forma
    Fund   Growth Fund   Growth Fund   Adjustments   Combined Fund
 
  
 
 
 
 
Assets:
                                        
Investments in securities, at value (identified cost $1,415,195,904, $78,405,137, $985,441,929, $0, and $2,479,042,970, respectively) — (including $78,901,761, $4,169,205, $0, $0 and $83,070,966 of securities on loan, respectively)
   $ 1,741,298,304     $ 78,396,464     $ 1,080,804,543     $ —     $ 2,900,499,311  
Investments in short term securities, at value (cost $0, 1,341,542, $31,435,295, $0 and $32,828,552, respectively)
     —       1,341,542       31,435,295       —       32,776,837  
Securities Lending collateral, at value (cost $80,977,750, $4,271,093, $71,791,736, $0 and $161,311,672, respectively)
     80,977,750       4,271,093       71,791,736       —       157,040,579  
Cash
     68,764 (a)     —       —       —       68,764  
Receivables:
                                        
Fund shares sold
     1,187,281       7,381       277,405       —       1,472,067  
Dividends and interest, at value
     1,608,019       52,629       1,012,778       —       2,673,426  
Reimbursement from adviser
     59,167       —       —       —       59,167  
Securities lending income
     3,726       —       —       —       3,726  
Other assets
     10,384       54,924       283,940       —       349,248  
 
                                        
Total assets
     1,825,213,395       84,124,033       1,185,605,697       —       3,094,943,125  
 
                                        
 
                                        
Liabilities:
                                        
Payables:
                                        
Investment securities purchased
                     1,080,626       —       1,080,626  
Payable upon return of securities loaned
     80,977,750       4,271,093       71,791,736       —       157,040,579  
Fund shares repurchased
     4,685,996       45,031       1,627,698       —       6,358,725  
Amounts owed to affiliates
     2,058,341       —       —       —       2,058,341  
Bank Overdraft
     —       96,401       2,245,496       —       2,341,897  
Accrued expenses
     390,777       693       1,945,128       —       2,336,598  
 
                                        
Total liabilities
     88,112,864       4,413,218       78,690,684       —       171,216,766  
 
                                        
 
                                        
Net Assets:
                                        
Paid-in capital
     1,649,606,492       196,901,899       1,123,650,472       —       2,970,158,863  
Accumulated undistributed net investment income (loss)
     1,637,581       (466,347 )     (4,270,641 )     —       (3,099,407 )
Accumulated net realized gain (loss) on investments
     (240,245,942 )     (116,716,064 )     (107,827,432 )     —       (464,789,438 )
Net unrealized gain on investments
     326,102,400       (8,673 )     95,362,614       —       421,456,341  
 
                                        
Net Assets
   $ 1,737,100,531     $ 79,710,815     $ 1,106,915,013     $ —     $ 2,923,726,359  
 
                                        
 
                                        
 
Net Assets:
                                        
Class A
   $ 1,289,842,758     $ 29,990,404     $ 709,067,653     $ —     $ 2,028,900,815  
Class B
     96,105,662       36,170,944       220,297,564       —       352,574,170  
Class C
     68,527,926       12,019,011       132,175,945       —       212,722,882  
Institutional/Class Y
     272,294,602       1,530,456       45,373,851       —       319,198,909  
Service/Class P
     10,329,583       —       —       —       10,329,583  
 
Shares Outstanding:
                                        
Class A
     62,543,451       2,811,011       41,199,510       (8,174,183 )(b)   $ 98,379,789  
Class B
     5,051,445       3,458,789       13,712,398       (3,690,852 )(b)     18,531,780  
Class C
     3,608,130       1,150,128       8,112,788       (1,670,768 )(b)     11,200,278  
Institutional/Class Y
     12,820,835       141,903       2,499,079       (432,520 )(b)     15,029,297  
Service/Class P
     506,824       —       —       —       506,824  
 
Total shares outstanding, $0.001 par value (unlimited number of shares authorized)
     84,530,685       7,561,831       65,523,775       (13,968,323 )(b)     143,647,968  
 
Net assets value, offering and redemption price per share:(c)
                                       
Class A
   $ 20.62     $ 10.67       17.21     $ —     $ 20.62  
Class B
     19.03       10.46       16.07       —       19.03  
Class C
     18.99       10.45       16.29       —       18.99  
Institutional/Class Y
     21.24       10.79       18.16       —       21.24  
Service/Class P
     20.38       —       —       —       20.38  
 
(b)   Adjustment to reflect proceeds on investments that do not meet Capital Growth Fund’s investment criteria and are assumed to be sold at 8/31/06.
 
(b)   Adjustment to reflect reduction of shares based on Capital Growth Fund’s NAV.
 
(c)   Maximum public offering price per share for Class A Shares is $21.82, $11.20, $18.07, $0 and $21.82 for the Capital Growth Fund, AXA Enterprise Large Cap Growth Fund and the AXA Enterprise Group of Funds Growth Fund, 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 pro forma financial statements.

 

Pro Forma Combined Statement of Operations
For the Goldman Sachs Capital Growth Fund and AXA Enterprise Group of Funds Growth Fund and AXA Enterprise Large Cap Growth Fund
For year ended August 31, 2006 (Unaudited)
                                         
    Goldman Sachs   AXA Enterprise   AXA Enterprise            
    Capital Growth   Large Cap   Group of Funds           Pro Forma
    Fund   Growth Fund   Growth Fund   Adjustments   Combined Fund
 
  
 
 
 
 
Investment Income:
                                        
Dividends (Net of foreign withholding tax of $52,081, $0, $0, $0 and $52,081, respectively)
   $ 17,706,466     $ 938,300     $ 14,712,594     $ —     $ 33,357,360  
Interest (including securities lending income of $108,912, $30,664, $4,330, $0 and $143,906, respectively)
     519,571       152,898       2,174,215       —       2,846,684  
 
                                        
Total income
     18,226,037       1,091,198       16,886,809       —       36,204,044  
 
Expenses:
                                        
Management fees
     17,686,134       682,113       9,435,220       1,125,013 (a)     28,928,480  
Administrative fees
     —       52,834       712,527       (765,361 )(b)     —  
Distribution and service fees
     5,447,811       722,871       7,968,423       (1,701,710 )(b)     12,437,395  
Transfer agent fees
     3,092,359       418,226       3,562,633       (1,420,478 )(b)     5,652,741  
Custody and accounting fees
     260,626       11,330       (42,719 )     148,358 (b)     377,595  
Printing fees
     94,677       37,503       447,321       (449,414 )(b)     130,087  
Registration fees
     120,003       (12,204 )     102,819       (122,258 )(b)     88,360  
Audit fees
     61,542       37,102       40,134       (61,762 )(b)     77,016  
Legal fees
     17,898       7,778       227,598       (241,115 )(b)     12,159  
Trustee fees
     15,230       19,082       241,129       (260,211 )(b)     15,230  
Service share fees
     51,590       —       —       — (b)     51,590  
Other
     237,962       66,145       564,930       (421,056 )(b)     447,981  
 
                                        
Total expenses
     27,085,831       2,042,780       23,260,015       (4,169,994 )     48,218,633  
Less — expense reductions
     (806,389 )     (321,852 )     (583,200 )     689,323 (c)     (1,022,118 )
 
                                        
Net Expenses
     26,279,442       1,720,928       22,676,815       (3,480,671 )     47,196,515  
 
                                        
Net Investment Income (loss)
     (8,053,405 )     (629,730 )     (5,790,006 )     3,480,671       (10,992,471 )
 
                                        
 
Realized and unrealized gain (loss) on investment and futures transactions:
                                        
Net realized gain (loss) from:
                                        
Investment transactions
     120,202,002       17,790,263       102,992,801       324,014       241,309,080  
Net change in unrealized gain (loss) on:
                                        
Investments
     (58,053,651 )     (5,152,696 )     (52,505,881 )     —       (115,712,228 )
 
                                        
Net realized and unrealized gain on investment and futures transactions
     62,148,351       12,637,567       50,486,920       324,014       125,596,852  
 
                                        
 
Net Increase in Net Assets Resulting from Operations
   $ 54,094,946     $ 12,007,837     $ 44,696,914     $ 3,804,685     $ 114,604,381  
 
                                        
 
(a)   Adjustment to reduce management fee based on Capital Growth Fund rates.
 
(b)   Adjustments to reflect the anticipated adjustment as a result of consolidation of transfer agent, printing, custody and accounting and other services.
 
(c)   Adjustment to reflect increase in expense reduction based on Capital Growth Fund current expense cap and waivers.
The accompanying notes are an integral part of these pro forma financial statements.

 

GOLDMAN SACHS CAPITAL GROWTH FUND
Notes to Pro Forma Financial Statements
For the Twelve Months Ended August 31, 2006 (Unaudited)
1. ORGANIZATION
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 the Goldman Sachs Capital Growth Fund (the “Fund”). The Fund is a diversified portfolio offering five classes of shares — Class A, Class B, Class C, Institutional and Service. Class A shares of the Fund are sold with a front-end sales charge of up to 5.50%. Class B shares of the Fund 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 Fund are sold with a contingent deferred sales charge of 1.00% during the first 12 months. Institutional and Service Class shares of the Fund are not subject to a sales charge.
The Enterprise Group of Funds, Inc. (“EGF” or “Corporation”) is a Maryland corporation and is registered under the Act as an open-end management investment company. EGF currently has 2 active Funds, including the Growth Fund (the “Enterprise Group Portfolio”) which offers four classes of shares—Class A, B, C, and Y.
AXA Enterprise Funds Trust (the “Enterprise Trust”) is registered under the Act as an open-ended management investment company. The Enterprise Trust currently has sixteen active investment portfolios, including the Large Cap Growth Fund Portfolio (the “Portfolio”) which offers four classes of shares—Class A, B, C, and Y.
2. BASIS OF COMBINATION
The unaudited pro forma Statement of Investments, Statement of Assets and Liabilities, and Statement of Operations ( “pro forma statements” ) reflect the accounts of the Fund as if the proposed reorganization occurred as of and for the twelve months ended August 31, 2006. Class A of the Enterprise Group Portfolio and Class A of the Portfolio will be combined with Class A of the Fund, Class B of the Enterprise Group Portfolio and Class B of the Portfolio will be combined with Class B of the Fund, Class C of the Enterprise Group Portfolio and Class C of the Portfolio will be combined with Class C of the Fund and Class Y of the Enterprise Group Portfolio and Class Y of the Portfolio will be combined with Institutional Class of the Fund. These pro forma statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the period shown.
The Fund will be the accounting survivor for financial reporting purposes. The Plan of Reorganization provides for a tax-free acquisition of the Enterprise Group Portfolio and the Portfolio (“the Portfolios”) into the Fund. The acquisition is expected to be completed in April 2007.
3. SHARES OF BENEFICIAL INTEREST
These pro forma statements give effect to the proposed transaction whereby all assets of the Portfolios will be exchanged for shares of the Fund. The Fund will assume the liabilities, if any, of the Portfolios. Immediately thereafter, shares of the Fund will be distributed to the shareholders of the Portfolios. The Portfolios will be subsequently terminated.
The pro forma net asset value per share assumes the issuance of additional shares of the Fund, which would have been issued on August 31, 2006 in connection with the proposed reorganization. The amount of additional shares assumed to be issued under the reorganization was calculated based on the August 31, 2006 net assets of the Fund and the net asset value per share of the Fund. These amounts are summarized as follows:
                                 
    Class A
   Class B
   Class C
   Institutional
Shares Issued
     35,836,338       13,480,335       7,592,148       2,208,462  
Net Assets 08/31/2006
   $ 739,058,057     $ 256,468,508     $ 144,194,956     $ 46,904,307  
Pro Forma Net Asset Value 08/31/2006
   $ 20.62     $ 19.03     $ 18.99     $ 21.24  

 

 

4. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.
A. Investment Valuation — Investments in equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system or for investments in securities traded on a foreign securities exchange for which an independent fair value service is not available are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, such securities and investment companies are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/dealer-supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other than those that are exchange traded) are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed not to reflect market value by the Investment Adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.
B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified-cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted.
     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 Fund 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 Fund of the Trust are allocated to the Fund on a straight-line and/or pro-rata basis depending upon the nature of the expense.
     Class A, Class B and Class C shareholders of the Fund bear all expenses and fees relating to its respective Distribution and Service Plans. Service Shares bear all expenses and fees relating to its Service and Shareholder Administration Plans. Each class of shares separately bears its respective class-specific Transfer Agency fees.
D. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income distributions and capital gains distributions, if any, are declared and paid annually. Net capital losses are carried forward to future years and may be used to the extent allowed by the Code to offset any future capital gains. Utilization of capital loss carryforwards will reduce the requirement of future capital gain distributions.
     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 the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from tax return of capital.
     In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, an 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.
     The Fund had capital loss carryforwards as of its most recent fiscal year ended August 31, 2006. The year and amount of expiration for each capital loss carryforward is indicated below in (000):
                 
    The Enterprise Group    
Capital Loss Carryforward*
   Portfolio and the Portfolio
   Capital Growth Fund
Expiring 2007
   $ 7,070     $ —  
Expiring 2008
     73,521       —  
Expiring 2009
     34,197       —  
Expiring 2010
     30,354       —  
Expiring 2011
     60,741       222,589  
Total
   $ 205,883     $ 222,589  
 
     
*   Expiration occurs on August 31 of the year indicated. As a consequence of the reorganization, utilization of these losses may be limited under the Internal Revenue Code.

2

 

E. Futures Contracts — The Funds may enter into futures transactions to hedge against changes in interest rates, securities prices, currency exchange rates or to seek to increase total return. Futures contracts are valued at the last settlement price, or in the absence of a sale, the last bid price, at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Funds are required to segregate cash or securities equal to the minimum ‘‘initial margin’’ requirement of the associated futures exchange. Subsequent payments for futures contracts (‘‘variation margin’’) are paid or received by the Funds, dependant on the fluctuations in the value of the contracts, and are recorded for financial reporting purposes as unrealized gains or losses. When contracts are closed, the Funds realize a gain or loss which is reported in the Statement of Operations.
     The use of futures contracts involve, to varying degrees, elements of market risk which may exceed the amounts recognized in the Statement of Assets and Liabilities. Changes in the value of a futures contract may not directly correlate with changes in the value of the underlying securities. The risk may decrease the effectiveness of the Funds’ strategies and potentially result in a loss.
F. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to exceed the value of the repurchase agreement, including accrued interest. If the seller defaults or becomes insolvent, realization of the collateral by the Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.
     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, may transfer uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.
G. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate or physically move liquid assets, on the books of its custodian or to respective counterparties, with a current value equal to or greater than the market value of the corresponding transactions.
H. Commission Recapture — The Fund may direct portfolio trades, subject to obtaining best execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to the Fund as cash payments and are included in the net realized gain (loss) on investments in the Statements of Operations.
5. AGREEMENTS
GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees. As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, equally to an annual percentage rate of the Fund’s average daily net assets.
     GSAM currently receives a Management Fee on a contractual basis at the following rates:
         
Average Daily Net Assets
  
 Annual Rate
 
First $1 Billion
     1.00 %
Next $1 Billion
     0.90 %
Over $2 Billion
     0.80 %
 
     GSAM has voluntarily agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Distribution and Service fees, Transfer Agency fees and expenses, Service Shares fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.004% of the average daily net assets of the Fund. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any.

3

 

     The Trust, on behalf of the 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, to 0.25%, 0.75% and 0.75% of the Fund’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 the Fund’s average daily net assets attributable to Class B and Class C Shares.
     Goldman Sachs serves as Distributor of the shares of the Fund pursuant to a Distribution Agreement. Goldman Sachs may retain a portion of the Class A sales load and Class B and Class C contingent deferred sales charges. For the twelve months ended August 31, 2006, Goldman Sachs advised the Fund that it retained approximately $180,700, $1000, and $100 for Class A, Class B, and Class C Shares, respectively.
     Goldman Sachs also serves as Transfer Agent of the Fund for a fee. Fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate as follows: 0.19% of the average daily net assets for Class A, B and Class C shares and 0.04% of the average daily net assets for Institutional and Service Shares.
     The Trust, on behalf of the Fund, 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 its 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.
     For the twelve months ended August 31, 2006, GSAM has voluntarily agreed to reimburse certain expenses. In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. Goldman Sachs, as Transfer Agent, voluntarily made a payment to the Fund related to certain earnings credits that reduce transfer agent fees. The Fund’s expense reductions were approximately, $0, $734,000, $3,000, and $69,000 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction and Transfer Agent Fee, respectively. The Enterprise Group Portfolio’s expense reductions were approximately, $408,000, $175,000, and $0 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively. The Portfolio’s expense reductions were approximately, $173,000, $149,000, and $0 for Management Fee waiver, Other Expense Reimbursement, Custody Fee Reduction, respectively.
     At August 31, 2006, amounts owed to affiliates by the Fund were approximately $1,404,000, $411,000, and $243,000 for Management, Distribution and Service, and Transfer Agent fees, respectively. Amounts owed to affiliates by the Portfolios were approximately $0.
6. SECURITIES LENDING
Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs and affiliates. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. The market value of the loaned securities is determined at the close of business of the Fund, at their last sale price or official closing price on the principal exchange or system on which they are traded, and any additional required collateral is delivered to the Fund on the next business day. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the twelve months ended August 31, 2006, is reported parenthetically on the Statement of Operations. For the twelve months ended August 31, 2006, BGA earned $18,394 in fees as securities lending agent. A portion of this amount, $4,166, represents compensation earned by the Fund from lending its securities to Goldman Sachs. At August 31, 2006, the Fund loaned securities having a market value of $78,901,761 collateralized by cash in the amount of $80,977,750. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

4

 

GOLDMAN SACHS TRUST
FORM N-14
PART C — OTHER INFORMATION
Item 15. Indemnification
     Article IV of the Agreement and Declaration of Trust of Goldman Sachs Trust, a Delaware statutory trust, provides for indemnification of the Trustees, officers and agents of the Trust, subject to certain limitations. The Agreement and Declaration of Trust is incorporated herein by reference to Exhibit (1)(a).
     The Management Agreement with each of the Funds (other than the ILA Portfolios) provides that the applicable Investment Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by a Fund, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Adviser or from reckless disregard by the Investment Adviser of its obligations or duties under the Management Agreement. Section 7 of the Management Agreement with respect to the ILA Portfolios provides that the ILA Portfolios will indemnify the Adviser against certain liabilities; provided, however, that such indemnification does not apply to any loss by reason of its willful misfeasance, bad faith or gross negligence or the Adviser’s reckless disregard of its obligation under the Management Agreement. The Management Agreements are incorporated herein by reference to Exhibits (6)(a) through (6)(g).
     Section 9 of the Distribution Agreement between the Registrant and Goldman, Sachs & Co. dated April 30, 1997, as amended October 30, 2003 and Section 7 of the Transfer Agency Agreements between the Registrant and Goldman, Sachs & Co. dated July 15, 1991, May 1, 1988, April 30, 1997 and April 6, 1990 each provide that the Registrant will indemnify Goldman, Sachs & Co. against certain liabilities. The Distribution Agreement is incorporated herein by reference as Exhibit (7)(a). The Transfer Agency Agreements are incorporated herein by reference as Exhibits (13)(c), (13)(d), (13)(e), and (13)(f), respectively.
     Mutual fund and trustees and officers liability policies purchased jointly by the Registrant, Trust for Credit Unions, Goldman Sachs Variable Insurance Trust and The Commerce Funds insure such persons and their respective trustees, partners, officers and employees, subject to the policies’ coverage limits and exclusions and varying deductibles, against loss resulting from claims by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.
Item 16. Exhibits
     The following exhibits relating to Goldman Sachs Trust are incorporated herein by reference to Post-Effective Amendment No. 26 to Goldman Sachs Trust’s Registration Statement on Form N-1A (Accession No. 000950130-95-002856); to Post-Effective Amendment No. 27 to such Registration Statement (Accession No. 0000950130-96-004931); to Post-

 

 

Effective Amendment No. 29 to such Registration Statement (Accession No. 0000950130-97-000573); to Post-Effective Amendment No. 31 to such Registration Statement (Accession No. 0000950130-97-000805); to Post-Effective Amendment No. 32 to such Registration Statement (Accession No. 0000950130-97-0001846); to Post-Effective Amendment No. 40 to such Registration Statement (Accession No. 0000950130-97-004495); to Post-Effective Amendment No. 41 to such Registration Statement (Accession No 0000950130-98-000676); to Post-Effective Amendment No. 43 to such Registration Statement (Accession No. 0000950130-98-000965); to Post-Effective Amendment No. 44 to such Registration Statement (Accession No. 0000950130-98-002160); to Post-Effective Amendment No. 46 to such Registration Statement (Accession No. 0000950130-98-003563); to Post-Effective Amendment No. 47 to such Registration Statement (Accession No. 0000950130-98-004845); to Post-Effective Amendment No. 48 to such Registration Statement (Accession No. 0000950109-98-005275); to Post-Effective Amendment No. 50 to such Registration Statement (Accession No. 0000950130-98-006081); to Post-Effective Amendment No. 51 to such Registration Statement (Accession No. 0000950130-99-000178); to Post-Effective Amendment No. 52 to such Registration Statement (Accession No. 0000950130-99-000742); to Post-Effective Amendment No. 53 to such Registration Statement (Accession No. 0000950130-99-001069); to Post-Effective Amendment No. 54 to such Registration Statement (Accession No. 0000950130-99-002212); to Post-Effective Amendment No. 55 to such Registration Statement (Accession No. 0000950109-99-002544); to Post-Effective Amendment No. 56 to such Registration Statement (Accession No. 0000950130-99-005294); to Post-Effective Amendment No. 57 to such Registration Statement (Accession No. 0000950109-99-003474); to Post-Effective Amendment No. 58 to such Registration Statement (Accession No. 0000950109-99-004208); to Post-Effective Amendment No. 59 to such Registration Statement (Accession No. 0000950130-99-006810); to Post-Effective Amendment No. 60 to such Registration Statement (Accession No. 0000950109-99-004538) (no exhibits filed as part of this Amendment); to Post-Effective Amendment No. 61 to such Registration Statement (Accession No. 0000950130-00-000099) (no exhibits filed as part of this Amendment); to Post-Effective Amendment No. 62 to such Registration Statement (Accession No. 0000950109-00-000585); to Post-Effective Amendment No. 63 to such Registration Statement (Accession No. 0000950109-00-001365); to Post-Effective Amendment No. 64 to such Registration Statement (Accession No. 0000950130-00-002072); to Post-Effective Amendment No. 65 to such Registration Statement (Accession No. 0000950130-00-002509); to Post-Effective Amendment No. 66 to such Registration Statement (Accession No. 0000950130-00-003033); to Post-Effective Amendment No. 67 to such Registration Statement (Accession No. 0000950130-00-003405); to Post-Effective Amendment No. 68 to such Registration Statement (Accession No. 0000950109-00-500123); to Post-Effective Amendment No. 69 to such Registration Statement (Accession No. 0000950109-00-500156); to Post-Effective Amendment No. 70 to such Registration Statement (Accession No. 0000950109-01-000419); to Post-Effective Amendment No. 71 to such Registration Statement (Accession No. 0000950109-01-500094); to Post-Effective Amendment No. 72 to such Registration Statement (Accession No. 0000950109-01-500540); to Post-Effective Amendment No. 73 to such Registration Statement (Accession No. 0000950123-01-509514); to Post-Effective Amendment No. 74 to such Registration Statement (Accession No. 0000950123-02-002026); to Post-Effective Amendment No. 75 to such Registration Statement (Accession No. 0000950123-02-003780); to Post-Effective Amendment No. 76 to such Registration Statement (Accession No. 0000950123-02-006143); to Post-Effective Amendment No. 77 to such Registration Statement (Accession

- 2 -

 

No. 0000950123-02-006151); to Post-Effective Amendment No. 78 to such Registration Statement (Accession No. 0000950123-02-007177); to Post-Effective Amendment No. 79 to such Registration Statement (Accession No. 0000950123-02-011711); to Post-Effective Amendment No. 80 to such Registration Statement (Accession No. 0000950123-02-011988); to Post-Effective Amendment No. 81 to such Registration Statement (Accession No. 0000950123-03-001754); to Post-Effective Amendment No. 82 to such Registration Statement (Accession No. 0000950123-03-004262); to Post-Effective Amendment No. 83 to such Registration Statement (Accession No. 0000950123-03-007054); to Post-Effective Amendment No. 84 to such Registration Statement (Accession No. 0000950123-03-009618); to Post-Effective Amendment No. 85 to such Registration Statement (Accession No. 0000950123-03-013727); to Post-Effective Amendment No. 86 to such Registration Statement (Accession No. 0000950123-04-002212); to Post-Effective Amendment No. 87 to such Registration Statement (Accession No. 0000950123-04-003073); to the Registrant’s Registration Statement on Form N-14 relating to the Registrant’s acquisition of the Golden Oak® Family of Funds (“Acquisition”) (Accession No. 0000950123-04-008643); to Post-Effective Amendment No. 88 to the Registrant’s Registration Statement on Form N-1A (Accession No. 0000950123-04-004668) to Post-Effective Amendment No. 93 to the Registrant’s Registration Statement on Form N-1A (Accession No. 0000950123-04-015178); to Post-Effective Amendment No. 103 to the Registrant’s Registration Statement on Form N-1A (Accession No. 0000950123-05-007490); to Post-Effective Amendment No. 109 to the Registrant’s Registration Statement on Form N-1A (Accession No. 0000950123-05-011442); to Post-Effective Amendment No. 112 to the Registrant’s Registration Statement on Form N-1A (Accession No. 0000950123-05-014459); to Post-Effective Amendment No. 114 to the Registrant’s Registration Statement on Form N-1A (0000950123-05-015341); to Post-Effective Amendment No. 118 to the Registrant’s Registration Statement on Form N-1A (0000950123-06-001985); to Post-Effective Amendment No. 119 to the Registrant’s Registration Statement on Form N-1A (0000950123-06-002378); to Post-Effective Amendment No. 124 to the Registrant’s Registration Statement on Form N-1A (0000950123-06-005419); to Post-Effective Amendment No. 127 to the Registrant’s Registration Statement on Form N-1A (0000950123-06-007014); to Post-Effective Amendment No. 129 to the Registrant’s Registration Statement on Form N-1A (0000950123-06-008041); to Post-Effective Amendment No. 135 to the Registrant’s Registration Statement on Form N-1A (0000950123-06-012408); to Post-Effective Amendment No. 137 to the Registrant’s Registration Statement on Form N-1A (0000950123-06-012620); to Post-Effective Amendment No. 143 to the Registrant’s Registration Statement on Form N-1A (0000950123-06-015465) and to Post-Effective Amendment No. 149 to the Registrant’s Registration Statement on Form N-1A (0000950123-07-0000569).
                 
 
    (1 )   (a)   Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950130-97-000573).
 
                
 
          (b)   Amendment No. 1 dated April 24, 1997 to Agreement and Declaration of Trust January 28, 1997. (Accession No. 0000950130-97-004495).
 
                
 
          (c)   Amendment No. 2 dated July 21, 1997 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-97-004495).

- 3 -

 

  (d)   Amendment No. 3 dated October 21, 1997 to the Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-98-000676).
 
  (e)   Amendment No. 4 dated January 28, 1998 to the Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-98-000676).
 
  (f)   Amendment No. 5 dated April 23, 1998 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-98-004845).
 
  (g)   Amendment No. 6 dated July 22, 1998 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-98-004845).
 
  (h)   Amendment No. 7 dated November 3, 1998 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-98-006081).
 
  (i)   Amendment No. 8 dated January 22, 1999 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-99-000742).
 
  (j)   Amendment No. 9 dated April 28, 1999 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950109-99-002544).
 
  (k)   Amendment No. 10 dated July 27, 1999 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-99-005294).
 
  (l)   Amendment No. 11 dated July 27, 1999 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-99-005294).
 
  (m)   Amendment No. 12 dated October 26, 1999 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-99-004208).
 
  (n)   Amendment No. 13 dated February 3, 2000 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950109-00-000585).

- 4 -

 

  (o)   Amendment No. 14 dated April 26, 2000 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-00-002509).
 
  (p)   Amendment No. 15 dated August 1, 2000 to Agreement and Declaration of Trust, as amended, dated January 28, 1997. (Accession No. 0000950109-00-500123).
 
  (q)   Amendment No. 16 dated January 30, 2001 to Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950109-01-500540).
 
  (r)   Amendment No. 17 dated April 25, 2001 to Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950123-01-509514).
 
  (s)   Amendment No. 18 dated July 1, 2002 to Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950123-02-011711).
 
  (t)   Amendment No. 19 dated August 1, 2002 to Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950123-02-011711).
 
  (u)   Amendment No. 20 dated August 1, 2002 to Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950123-02-011711).
 
  (v)   Amendment No. 21 dated January 29, 2003 to the Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950123-03-001754).
 
  (w)   Amendment No. 22 dated July 31, 2003 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-03-013727).
 
  (x)   Amendment No. 23 dated October 30, 2003 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-03-013727).
 
  (y)   Amendment No. 24 dated May 6, 2004 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-04-008643).
 
  (z)   Amendment No. 25 dated April 21, 2004 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-04-015178).

- 5 -

 

  (aa)   Amendment No. 26 dated November 4, 2004 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-04-015178).
 
  (bb)   Amendment No. 27 dated February 10, 2005 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-05-007490).
 
  (cc)   Amendment No. 28 dated May 12, 2005 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-05-014459).
 
  (dd)   Amendment No. 29 dated June 16, 2005 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-05-014459).
 
  (ee)   Amendment No. 30 dated August 4, 2005 to the Agreement and Declaration of Trust dated January 28, 1977. (Accession No. 0000950123-05-014459)
 
  (ff)   Amendment No. 32 dated December 31, 2005 to the Agreement and Declaration of Trust dated January 28, 1997 (Accession No. 0000950123-05-015341).
 
  (gg)   Amendment No. 31 dated November 2, 2005 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-06-007014).
 
  (hh)   Amendment No. 33 dated March 16, 2006 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-06-007014).
 
  (ii)   Amendment No. 34 dated March 16, 2006 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-06-007014).
 
  (jj)   Amendment No. 36 dated June 15, 2006 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-06-010686).
 
  (kk)   Amendment No. 35 dated May 11, 2006 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-06-008041).

- 6 -

 

  (ll)   Amendment No. 37 dated August 10, 2006 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-06-015465).
 
  (mm)   Amendment No. 38 dated November 9, 2006 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-06-015465).
                 
 
  (2 ) (a)     Amended and Restated By-laws of the Delaware business trust dated January 28, 1997. (Accession No. 0000950130-97-000573).
  (b)   Amended and Restated By-laws of the Delaware business trust dated January 28, 1997 as amended and restated July 27, 1999. (Accession No. 0000950130-99-005294).
 
  (c)   Amended and Restated By-laws of the Delaware business trust dated January 28, 1997 as amended and restated October 30, 2002. (Accession No. 0000950123-02-011711).
 
  (d)   Amendment to Amended and Restated By-laws of the Delaware business trust dated January 28, 1997 as amended and restated October 30, 2002. (Accession No. 0000950123-04-015178).
 
  (e)   Amendment No. 1 dated November 4, 2004 to Amended and Restated By-Laws of the Delaware business trust dated January 28, 1997 as amended and restated October 30, 2002. (Accession No. 0000950123-04-007490).
                 
 
    (3 )       Not Applicable
 
                
 
    (4 )   (a)   Agreement and Plan of Reorganization for the AXA Enterprise Funds Trust dated January 24, 2007 is incorporated herein by reference to Appendix A to the Combined Proxy Statement/Prospectus.
 
                
 
          (b)   Agreement and Plan of Reorganization for the AXA Enterprise Multimanager Funds Trust dated January 24, 2007 is incorporated herein by reference to Appendix A to the Combined Proxy Statement/Prospectus.
 
                
 
          (c)   Agreement and Plan of Reorganization for the Enterprise Group of Funds, Inc. dated January 24, 2007 is incorporated herein by reference to Appendix A to the Combined Proxy Statement/Prospectus.
 
                
      (5 )   Article II, Section 10, Article IV, Section 3, Article V, Article VI, Article VII, Article IX, Section 8 and Section 9 of the Registrant’s Agreement and Declaration of Trust incorporated herein by reference as Exhibit (1)(a) and Article III of the

- 7 -

 

                 
            Registrant’s Amended and Restated By-Laws incorporated by reference as Exhibit (2)(c).
 
                
 
    (6 )   (a)   Management Agreement dated April 30, 1997 between Registrant, on behalf of Goldman Sachs Short Duration Government Fund, and Goldman Sachs Funds Management, L.P. (Accession No. 0000950130-98-000676).
 
                
 
          (b)   Management Agreement dated April 30, 1997 between Registrant, on behalf of Goldman Sachs Adjustable Rate Government Fund, and Goldman Sachs Funds Management, L.P. (Accession No. 0000950130-98-000676).
 
                
 
          (c)   Management Agreement dated April 30, 1997 between Registrant, on behalf of Goldman Sachs Short Duration Tax-Free Fund, and Goldman Sachs Asset Management. (Accession No. 0000950130-98-000676).
 
                
 
          (d)   Management Agreement dated April 30, 1997 between Registrant, on behalf of Goldman Sachs Core Fixed Income Fund, and Goldman Sachs Asset Management. (Accession No. 0000950130-98-000676).
 
                
 
          (e)   Management Agreement dated April 30, 1997 between the Registrant, on behalf of Goldman Sachs — Institutional Liquid Assets, and Goldman Sachs Asset Management. (Accession No. 0000950130-98-000676).
 
                
 
          (f)   Management Agreement dated April 30, 1997 between Registrant, Goldman Sachs Asset Management, Goldman Sachs Fund Management L.P. and Goldman, Sachs Asset Management International. (Accession No. 0000950109-98-005275).
 
                
 
          (g)   Management Agreement dated January 1, 1998 on behalf of the Goldman Sachs Asset Allocation Portfolios and Goldman Sachs Asset Management. (Accession No. 0000950130-98-000676).
 
                
 
          (h)   Amended Annex A to Management Agreement dated January 1, 1998 on behalf of the Goldman Sachs Asset Allocation Portfolios and Goldman Sachs Asset Management (Conservative Strategy Portfolio) (Accession No. 0000950130-99-000742).
 
                
 
          (i)   Amended Annex A dated April 28, 1999 to Management Agreement dated April 30, 1997. (Accession No. 0000950109-99-002544).
 
                
 
          (j)   Amended Annex A dated July 27, 1999 to Management Agreement dated April 30, 1997. (Accession No. 0000950130-99-005294).
 
                
 
          (k)   Amended Annex A dated October 26, 1999 to Management Agreement dated April 30, 1997. (Accession No. 0000950130-99-004208).

- 8 -

 

  (l)   Amended Annex A dated February 3, 2000 to Management Agreement dated April 30, 1997. (Accession No. 0000950109-00-001365).
 
  (m)   Amended Annex A dated April 26, 2000 to Management Agreement dated April 30, 1997 (Accession No. 0000950130-00-002509).
 
  (n)   Amended Annex A dated January 30, 2001 to Management Agreement dated April 30, 1997. (Accession No. 0000950109-01-500094).
 
  (o)   Amended Annex A dated April 25, 2001 to Management Agreement, dated April 30, 1997. (Accession No. 0000950123-01-509514).
 
  (p)   Amended Annex A dated August 1, 2002 to Management Agreement, dated April 30, 1997. (Accession No. 0000950123-02-011711).
 
  (q)   Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset Management, L.P. (With respect to the Goldman Sachs Short-Duration Tax-Free Fund). (Accession No. 0000950123-03-007054).
 
  (r)   Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset Management, L.P. (With respect to the Goldman Sachs Money Market Funds). (Accession No. 0000950123-03-007054).
 
  (s)   Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset Management, L.P. (With respect to the Goldman Sachs Fixed Income, Equity, Specialty and Money Market Funds). (Accession No. 0000950123-03-007054).
 
  (t)   Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset Management, L.P. (With respect to the Goldman Sachs Core Fixed Income Fund). (Accession No. 0000950123-03-007054).
 
  (u)   Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset Management, L.P. (With respect to the Goldman Sachs Asset Allocation Funds). (Accession No. 0000950123-03-007054).
 
  (v)   Amended Annex A dated July 31, 2003 to the Management Agreement dated April 30, 1997. (Accession No. 0000950123-03-009618).

- 9 -

 

  (w)   Amended Annex A dated October 30, 2003 to the Management Agreement dated April 30, 1997. (Accession No. 0000950123-03-013727).
 
  (x)   Amended Annex A dated November 2, 2005 to the Management Agreement dated April 30, 1997. (Accession No. 0000950123-05-014459).
 
  (y)   Amended Annex A dated November 12, 2005 to the Management Agreement dated April 30, 1997. (Accession No. 0000950123-05-014459).
 
  (z)   Amended Annex A dated November 9, 2006 to the Management Agreement dated April 30, 1997. (Accession No. 0000950123-06- 015465).
 
  (aa)   Fee Reduction Commitment dated January 1, 2005 among Goldman Sachs Asset Management, L.P., Goldman Sachs Asset Management International and Goldman Sachs Trust relating to the Capital Growth, CORE Large Cap Growth, CORE U.S. Equity and International Growth Opportunities Funds. (Accession No. 0000950123-04-007490).
 
  (bb)   Fee Reduction Commitment dated February 25, 2005 among Goldman Sachs Asset Management, L.P., Goldman Sachs Asset Management International and Goldman Sachs Trust relating to the Government Income and Global Income and Funds. (Accession No. 0000950123-04-007490).
 
  (cc)   Fee Reduction Commitment dated April 29, 2005 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the CORE Tax-Managed Equity Fund. (Accession No. 0000950123-04-007490).
 
  (dd)   Fee Reduction Commitment dated April 29, 2005 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Aggressive Growth Strategy, Balanced Strategy, Growth and Income Strategy and Growth Strategy Portfolios. (Accession No. 0000950123-04-007490).
 
  (ee)   Fee Reduction Commitment dated February 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Short Duration Tax-Free Fund. (Accession No. 0000950123-06-015465).
 
  (ff)   Fee Reduction Commitment dated February 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Core Fixed Income Fund. (Accession No. 0000950123-06-015465).

- 10 -

 

  (gg)   Fee Reduction Commitment dated February 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Short Duration Government Fund. (Accession No. 0000950123-06-015465).
 
  (hh)   Fee Reduction Commitment dated February 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Ultra-Short Duration Government Fund. (Accession No. 0000950123-06-015465).
 
  (ii)   Fee Reduction Commitment dated February 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Enhanced Income Fund, Global Income fund, Government Income Fund, Municipal Income Fund, Investment Grade Credit Fund, U.S. Mortgages Fund, High Yield Fund, High Yield Municipal Fund and Emerging Markets Debt Fund. (Accession No. 0000950123-06-015465).
 
  (jj)   Fee Reduction Commitment dated April 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Balanced Fund, CORE Large Cap Value Fund, Growth and Income Fund, Real Estate Securities Fund, Asia Growth Fund, CORE International Equity Fund, CORE U.S. Equity Fund, CORE Large Cap Growth Fund, European Equity Fund, International Equity Fund, Large Cap Value Fund, Strategic Growth Fund, Research Select Fund, CORE Tax-Managed Equity Fund, Tollkeeper Fund, Concentrated Growth Fund, Japanese Equity Fund, CORE Small Cap Equity Fund, Emerging Markets Equity Fund, International Growth Opportunities Fund, Mid-Cap Value Fund, Small Cap Value Fund and Growth Opportunities Fund. (Accession No. 0000950123-06-015465).
                 
 
    (7 )   (a)   Distribution Agreement dated April 30, 1997, as amended October 30, 2003. (Accession No. 0000950123-03-013727).
 
                
 
          (b)   Amended Exhibit A dated November 9, 2006 to the Distribution Agreement dated April 30, 1997, as amended October 30, 2003. (Accession No. 0000950123-06-015465).
 
                
      (8 )   Not applicable.
 
                
 
    (9 )   (a)   Custodian Agreement dated July 15, 1991, between Registrant and State Street Bank and Trust Company. (Accession No. 0000950130-95-002856).
 
                
 
          (b)   Custodian Agreement dated December 27, 1978 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs -

- 11 -

 

      Institutional Liquid Assets, filed as Exhibit 8(a). (Accession No. 0000950130-98-000965).
 
  (c)   Letter Agreement dated December 27, 1978 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to the fees payable by Registrant pursuant to the Custodian Agreement, filed as Exhibit 8(b). (Accession No. 0000950130-98-000965).
 
  (d)   Amendment dated May 28, 1981 to the Custodian Agreement referred to above as Exhibit 9(b). (Accession No. 0000950130-98-000965).
 
  (e)   Fee schedule relating to the Custodian Agreement between Registrant on behalf of the Goldman Sachs Asset Allocation Portfolios and State Street Bank and Trust Company. (Accession No. 0000950130-97-004495).
 
  (f)   Letter Agreement dated June 14, 1984 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to a change in wire charges under the Custodian Agreement, filed as Exhibit 8(d). (Accession No. 0000950130-98-000965).
 
  (g)   Letter Agreement dated March 29, 1983 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to the latter’s designation of Bank of America, N.T. and S.A. as its subcustodian and certain other matters, filed as Exhibit 8(f). (Accession No. 0000950130-98-000965).
 
  (h)   Letter Agreement dated March 21, 1985 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to the creation of a joint repurchase agreement account, filed as Exhibit 8(g). (Accession No. 0000950130-98-000965).
 
  (i)   Letter Agreement dated November 7, 1985, with attachments, between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, authorizing State Street Bank and Trust Company to permit redemption of units by check, filed as Exhibit 8(h). (Accession No. 0000950130-98-000965).
 
  (j)   Money Transfer Services Agreement dated November 14, 1985, including attachment, between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to transfers of funds on deposit with State Street Bank and Trust Company, filed as Exhibit 8(i). (Accession No. 0000950130-98-000965).

- 12 -

 

  (k)   Letter Agreement dated November 27, 1985 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, amending the Custodian Agreement. (Accession No. 0000950130-98-000965).
 
  (l)   Letter Agreement dated July 22, 1986 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to a change in wire charges. (Accession No. 0000950130-98-000965).
 
  (m)   Letter Agreement dated June 20, 1987 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, amending the Custodian Agreement. (Accession No. 0000950130-98-000965).
 
  (n)   Letter Agreement between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to the latter’s designation of Security Pacific National Bank as its subcustodian and certain other matters. (Accession No. 0000950130-98-000965).
 
  (o)   Amendment dated July 19, 1988 to the Custodian Agreement between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets. (Accession No. 0000950130-98-000965).
 
  (p)   Amendment dated December 19, 1988 to the Custodian Agreement between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets. (Accession No. 0000950130-98-000965).
 
  (q)   Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company on behalf of Goldman Sachs Capital Growth Fund. (Accession No. 0000950130-98-006081).
 
  (r)   Sub-Custodian Agreement dated March 29, 1983 between State Street Bank and Trust Company and Bank of America, National Trust and Savings Association on behalf of Goldman Sachs Institutional Liquid Assets. (Accession No. 0000950130-98-006081).
 
  (s)   Fee schedule dated January 8, 1999 relating to Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Conservative Strategy Portfolio). (Accession No. 0000950130-99-000742).

- 13 -

 

  (t)   Fee schedule dated April 12, 1999 relating to Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Strategic Growth and Growth Opportunities Portfolios). (Accession No. 0000950109-99-002544).
 
  (u)   Fee schedule dated July 19, 1999 relating to Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Internet Tollkeeper Fund). (Accession No. 0000950130-99-005294).
 
  (v)   Fee schedule dated October 1, 1999 relating to the Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Large Cap Value Fund). (Accession No. 0000950130-99-006810).
 
  (w)   Fee schedule dated January 12, 2000 relating to Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (CORE Tax-Managed Equity Fund). (Accession No. 0000950109-00-000585).
 
  (x)   Fee schedule dated January 6, 2000 relating to Custodian Agreement dated July 15, 1991 between Registrant and State Street Bank and Trust Company (High Yield Municipal Fund). (Accession No. 0000950109-00-000585).
 
  (y)   Fee schedule dated April 14, 2000 relating to Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Research Select Fund). (Accession No. 0000950130-00-002509).
 
  (z)   Fee schedule dated April 14, 2000 relating to Custodian Agreement dated July 15, 1991 between Registrant and State Street Bank and Trust Company (Enhanced Income Fund). (Accession No. 0000950130-00-002509).
 
  (aa)   Additional Portfolio Agreement dated September 27, 1999 between Registrant and State Street Bank and Trust Company. (Accession No. 0000950109-00-000585).
 
  (bb)   Letter Agreement dated September 27, 1999 between Registrant and State Street Bank and Trust Company relating to Custodian Agreement dated December 27, 1978. (Accession No. 0000950109-00-000585).
 
  (cc)   Letter Agreement dated September 27, 1999 between Registrant and State Street Bank and Trust Company relating to Custodian Agreement dated April 6, 1990. (Accession No. 0000950109-00-000585).

- 14 -

 

  (dd)   Letter Agreement dated September 27, 1999 between Registrant and State Street Bank and Trust Company relating to Custodian Agreement dated July 15, 1991. (Accession No. 0000950109-00-000585).
 
  (ee)   Letter Agreement dated January 29, 2001 relating to Custodian Agreement dated July 15, 1991 between Registrant and State Street Bank and Trust Company (Global Consumer Growth Fund, Global Financial Services Fund, Global Health Sciences Fund, Global Infrastructure and Resources Fund and Global Technology Fund). (Accession No. 0000950109-01-500540).
 
  (ff)   Amendment dated July 2, 2001 to the Custodian Agreement dated December 27, 1978 between Registrant and State Street Bank and Trust Company (Accession No. 0000950123-01-509514).
 
  (gg)   Amendment dated July 2, 2001 to the Custodian Contract dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Accession No. 0000950123-01-509514).
 
  (hh)   Amendment dated July 2, 2001 to the Custodian Contract dated July 15, 1991 between Registrant and State Street Bank and Trust Company (Accession No. 0000950123-01-509514).
 
  (ii)   Form of amendment to the Custodian Agreement dated December 27, 1978 between Registrant and State Street Bank and Trust Company (Accession No. 0000950123-01-509514).
 
  (jj)   Amendment to the Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Accession No. 0000950123-02-003780).
 
  (kk)   Amendment to the Custodian Agreement dated July 15, 1991 between Registrant and State Street Bank and Trust Company (Accession No. 0000950123-02-003780).
 
  (ll)   Letter Amendment dated May 15, 2002 to the Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company. (Accession No. 0000950123-02-011711).
 
  (mm)   Global Custody Agreement dated June 30, 2006 between Registrant and J.P. Morgan Chase Bank, N.A. (Accession No. 0000950123-07-000569).
                 
 
    (10 )   (a)   Class A Distribution and Service Plan amended and restated as of May 5, 2004 (Accession No. 0000950123-04-015178).

- 15 -

 

  (b)   Class B Distribution and Service Plan amended and restated as of February 4, 2004 (Accession No. 0000950123-04-002212).
 
  (c)   Class C Distribution and Service Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
  (d)   Cash Management Shares Plan of Distribution pursuant to Rule 12b-1 amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
  (e)   Revised plan dated October 30, 2003 entered into by Registrant pursuant to Rule 18f-3. (Accession No. 0000950123-03-013727).
  (11)   Opinion and consent of counsel that shares will be validly issued, fully paid and non-assessable is filed herewith.
 
  (12)   Forms of opinion of counsel with respect to certain tax consequences are filed herewith. Final signed opinion will be filed by post-effective amendment pursuant to an undertaking.
                 
 
  (13 ) (a)     Wiring Agreement dated June 20, 1987 among Goldman, Sachs & Co., State Street Bank and Trust Company and The Northern Trust Company. (Accession No. 0000950130-98-000965).
  (b)   Letter Agreement dated June 20, 1987 regarding use of checking account between Registrant and The Northern Trust Company. (Accession No. 0000950130-98-000965).
 
  (c)   Transfer Agency Agreement dated July 15, 1991 between Registrant and Goldman, Sachs & Co. (Accession No. 0000950130-95-002856).
 
  (d)   Transfer Agency Agreement dated May 1, 1988 between Goldman Sachs Institutional Liquid Assets and Goldman, Sachs & Co. (Accession No. 0000950130-98-006081).
 
  (e)   Transfer Agency Agreement dated April 30, 1997 between Registrant and Goldman, Sachs & Co. on behalf of the Financial Square Funds. (Accession No. 0000950130-98-006081).
 
  (f)   Transfer Agency Agreement dated April 6, 1990 between GS-Capital Growth Fund, Inc. and Goldman Sachs & Co. (Accession No. 0000950130-98-006081).
 
  (g)   Form of Retail Service Agreement on behalf of Goldman Sachs Trust relating to Class A Shares of Goldman Sachs Asset Allocation Portfolios, Goldman Sachs Fixed Income Funds, Goldman Sachs Domestic Equity

- 16 -

 

      Funds and Goldman Sachs International Equity Funds. (Accession No. 0000950130-98-006081).
 
  (h)   Form of Supplemental Service Agreement on behalf of Goldman Sachs Trust relating to the Administrative Class, Service Class and Cash Management Class of Goldman Sachs — Institutional Liquid Assets Portfolios. (Accession No. 0000950130-98-006081).
 
  (i)   Form of Supplemental Service Agreement on behalf of Goldman Sachs Trust relating to the FST Shares, FST Preferred Shares, FST Administration Shares and FST Service Shares of Goldman Sachs Financial Square Funds. (Accession No. 0000950130-98-006081).
 
  (j)   Fee schedule relating to Transfer Agency Agreement between Registrant and Goldman, Sachs & Co. on behalf of all Funds other than ILA and FST money market funds. (Accession No. 0000950109-01-500540).
 
  (k)   Fee schedule relating to Transfer Agency Agreement between Registrant and Goldman, Sachs & Co. on behalf of the ILA portfolios. (Accession No. 0000950109-01-500540).
 
  (l)   Form of Service Agreement on behalf of Goldman Sachs Trust relating to the Select Class, the Preferred Class, the Administration Class, the Service Class and the Cash Management Class, as applicable, of Goldman Sachs Financial Square Funds, Goldman Sachs Institutional Liquid Assets Portfolios, Goldman Sachs Fixed Income Funds, Goldman Sachs Domestic Equity Funds, Goldman Sachs International Equity Funds and Goldman Sachs Asset Allocation Portfolios. (Accession No. 0000950109-01-500540).
 
  (m)   Form of fee schedule relating to Transfer Agency Agreement between Registrant and Goldman, Sachs & Co. on behalf of the Cash Portfolio (Accession No. 0000950123-01-509514).
 
  (n)   Form of Account Service Agreement on behalf of Goldman Sachs Trust relating to Institutional Shares of Goldman Sachs U.S. Mortgages Fund and Investment Grade Credit Fund. (Accession No. 0000950123-03-013727).
 
  (o)   Form of Account Service Agreement on behalf of Goldman Sachs Trust relating to Class A Shares of Goldman Sachs U.S. Mortgages Fund and Investment Grade Credit Fund. (Accession No. 0000950123-03-013727).
 
  (p)   Goldman Sachs Institutional Liquid Assets Administration Class Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).

- 17 -

 

  (q)   Goldman Sachs Cash Management Shares Service Plan and Shareholder Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-06-001985).
 
  (r)   Goldman Sachs FST Select Class Select Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
  (s)   Goldman Sachs FST Administration Class Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
  (t)   Goldman Sachs FST Preferred Class Preferred Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
  (u)   Goldman Sachs Administration Class Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
  (v)   Goldman Sachs Institutional Liquid Assets Service Class Service Plan and Shareholder Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
  (w)   Goldman Sachs Service Class Service Plan and Shareholder Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
  (x)   Goldman Sachs Cash Portfolio Administration Class Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
  (y)   Goldman Sachs Cash Portfolio Preferred Class Preferred Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
  (z)   Goldman Sachs FST Capital Administration Class Capital Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
  (aa)   Goldman Sachs Account Service Plan for Institutional Shares amended and restated as of February 4, 2004 (U.S. Mortgages Fund and Investment Grade Credit Fund). (Accession No. 0000950123-04-002212).
 
  (bb)   Goldman Sachs Account Service Plan for Class A Shares amended and restated as of February 4, 2004 (U.S. Mortgages Fund and Investment Grade Credit Fund). (Accession No. 0000950123-04-002212).

- 18 -

 

  (cc)   Goldman Sachs FST Service Class Service Plan and Shareholder Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
  (dd)   Mutual Fund Service Agreement dated June 30, 2006 between Registrant and J.P. Morgan Investors Service Co. (Accession No. 00009501233-07- 000569).
                 
 
    (14 )   (a)   Consents of PricewaterhouseCoopers LLP are filed herewith.
 
                
 
          (b)   Consents of PricewaterhouseCoopers LLP are filed herewith.
 
                
 
          (c)   Consents of Ernst & Young LLP are filed herewith.
 
                
      (15 )   Not Applicable
 
                
 
    (16 )   (a)   Certificate of Secretary is filed herewith.
 
                
 
          (b)   Powers of Attorney are filed herewith.
 
                
 
    (17 )   (a)   Form of Voting Instruction Form is filed herewith.
  (b)   Prospectus dated December 29, 2006 with respect to Class A Shares, Class B Shares and Class C Shares of the Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Structured Small Cap Equity Fund and Goldman Sachs Structured International Equity Fund.
 
  (c)   Prospectus dated December 29, 2006 with respect to Institutional Shares of the Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Structured Small Cap Equity Fund and Goldman Sachs Structured International Equity Fund.
 
  (d)   Prospectus dated December 29, 2006 with respect to Class A Shares, Class B Shares and Class C Shares of the Goldman Sachs Balanced Fund, Goldman Sachs Capital Growth Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs Concentrated Growth Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Small/Mid Cap Growth Fund and Goldman Sachs Small Cap Value Fund.
 
  (e)   Supplement dated January 9, 2007 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares, Service Shares and Institutional

- 19 -

 

      Shares dated December 29, 2006 with respect to the Goldman Sachs Mid Cap Value Fund and Goldman Sachs Small Cap Value Fund.
 
  (f)   Prospectus dated December 29, 2006 with respect to Institutional Shares of the Goldman Sachs Balanced Fund, Goldman Sachs Capital Growth Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs Concentrated Growth Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Small/Mid Cap Growth Fund and Goldman Sachs Small Cap Value Fund.
 
  (g)   Prospectus dated December 29, 2006 with respect to Class A Shares, Class B Shares and Class C Shares of the Goldman Sachs Concentrated International Equity Fund, Goldman Sachs Japanese Equity Fund, Goldman Sachs International Small Cap Fund, Goldman Sachs Emerging Markets Equity Fund and Goldman Sachs Asia Equity Fund.
 
  (h)   Prospectus dated December 29, 2006 with respect to Institutional Shares of the Goldman Sachs Concentrated International Equity Fund, Goldman Sachs Japanese Equity Fund, Goldman Sachs International Small Cap Fund, Goldman Sachs Emerging Markets Equity Fund and Goldman Sachs Asia Equity Fund.
 
  (i)   Supplement dated January 9, 2007 to the Prospectuses for Class A Shares, Class B Shares and Class C Shares of the Domestic Equity Funds dated December 29, 2006; Class A Shares, Class B Shares and Class C Shares of the International Equity Funds dated December 29, 2006; and Class A Shares, Class B Shares and Class C Shares of the Structured Equity Funds dated December 29, 2006.
 
  (j)   Prospectus dated February 28, 2006 with respect to Class A Shares, Class B Shares and Class C Shares of the Goldman Sachs Enhanced Income Fund, Goldman Sachs Ultra-Short Duration Government Fund, Goldman Sachs Short-Duration Government Fund, Goldman Sachs Government Income Fund, Goldman Sachs U.S. Mortgages Fund, Goldman Sachs Core Fixed Income Fund, Goldman Sachs Investment Grade Credit Fund, Goldman Sachs Global Income Fund, Goldman Sachs High Yield Fund, and Goldman Sachs Emerging Markets Debt Fund.
 
  (k)   Supplement dated June 1, 2006 to the Prospectus for the Class A Shares, Class B Shares, and Class C Shares dated February 28, 2006 with respect to the Goldman Sachs High Yield Fund.
 
  (l)   Supplement dated December 13, 2006 to the Prospectus for the Class A Shares dated February 28, 2006 with respect to the Goldman Sachs Enhanced Income Fund.

- 20 -

 

  (m)   Prospectus dated February 28, 2006 with respect to Institutional Shares of the Goldman Sachs Enhanced Income Fund, Goldman Sachs Ultra-Short Duration Government Fund, Goldman Sachs Short-Duration Government Fund, Goldman Sachs Government Income Fund, Goldman Sachs U.S. Mortgages Fund, Goldman Sachs Core Fixed Income Fund, Goldman Sachs Investment Grade Credit Fund, Goldman Sachs Global Income Fund, Goldman Sachs High Yield Fund, and Goldman Sachs Emerging Markets Debt Fund.
 
  (n)   Supplement dated September 8, 2006 to the Prospectus for the Class A Shares, Class B Shares and Class C Shares dated February 28, 2006 with respect to the Goldman Sachs Global Income Fund, Goldman Sachs High Yield Fund and Goldman Sachs Emerging Markets Debt Fund (Class A Shares only); and the Prospectus for the Institutional Shares dated February 28, 2006 with respect to the Goldman Sachs Emerging Markets Debt Fund.
 
  (o)   Supplement dated December 13, 2006 to the Prospectus for the Institutional Shares dated February 28, 2006 with respect to the Goldman Sachs Enhanced Income Fund.
 
  (p)   Prospectus dated February 28, 2006 with respect to Class A Shares, Class B Shares and Class C Shares of the Goldman Sachs Short Duration Tax-Free Fund, Goldman Sachs California Intermediate AMT-Free Municipal Fund, Goldman Sachs New York Intermediate AMT-Free Municipal Fund, Goldman Sachs Municipal Income Fund and Goldman Sachs High Yield Municipal Fund.
 
  (q)   Supplement dated December 13, 2006 to the Prospectus for the Class A Shares, Class B Shares and Class C Shares dated February 28, 2006 with respect to the Goldman Sachs Municipal Income Fund.
 
  (r)   Prospectus dated February 28, 2006 with respect to Institutional Shares of the Goldman Sachs Short Duration Tax-Free Fund, Goldman Sachs California Intermediate AMT-Free Municipal Fund, Goldman Sachs New York Intermediate AMT-Free Municipal Fund, Goldman Sachs Municipal Income Fund and Goldman Sachs High Yield Municipal Fund.
 
  (s)   Supplement dated September 8, 2006 to the Prospectus for the Class A Shares, Class B Shares and Class C Shares dated February 28, 2006 with respect to the Goldman Sachs Municipal Income Fund, Goldman Sachs High Yield Municipal Fund, Goldman Sachs California Intermediate AMT-Free Municipal Fund (Class A Shares and Class C Shares only) and Goldman Sachs New York Intermediate AMT-Free Municipal Fund (Class A Shares and Class C Shares only); and the Prospectus for the Institutional Shares dated February 28, 2006 with respect to the Goldman Sachs Municipal Income Fund, Goldman Sachs High Yield Municipal

- 21 -

 

      Fund, Goldman Sachs California Intermediate AMT-Free Municipal Fund and Goldman Sachs New York Intermediate AMT-Free Municipal Fund.
 
  (t)   Supplement dated December 13, 2006 to the Prospectus for the Institutional Shares dated February 28, 2006 with respect to the Goldman Sachs Municipal Income Fund.
 
  (u)   Prospectus dated January 19, 2007 with respect to Class A Shares, Class B Shares and Class C Shares of the Goldman Sachs Strategic International Equity Fund.
 
  (v)   Prospectus dated January 19, 2007 with respect to Institutional Shares of the Goldman Sachs Strategic International Equity Fund.
 
  (w)   Prospectus dated January 19, 2007 with respect to Class A Shares, Class B Shares and Class C Shares of the Goldman Sachs Structured Small Cap Growth Fund and Goldman Sachs Structured Small Cap Value Fund.
 
  (x)   Prospectus dated January 19, 2007 with respect to Institutional Shares of the Goldman Sachs Structured Small Cap Growth Fund and Goldman Sachs Structured Small Cap Value Fund.
 
  (y)   Prospectus dated October 16, 2006 with respect to Class A Shares and Class C Shares of the Goldman Sachs Core Plus Fixed Income Fund.
 
  (z)   Supplement dated January 9, 2007 to the Prospectuses for Class A Shares, Class B Shares and Class C Shares of the Municipal Fixed Income Funds dated February 28, 2006; Class A Shares, Class B Shares and Class C Shares of the Taxable Fixed Income Funds dated February 28, 2006; and Class A Shares and Class C Shares of the Taxable Fixed Income Funds Prospectus for the Core Plus Fixed Income dated October 16, 2006, as amended November 29, 2006.
 
  (aa)   Prospectus dated December 15, 2006 with respect to Class B Shares of the Goldman Sachs Core Plus Fixed Income Fund.
 
  (bb)   Prospectus dated October 16, 2006 with respect to Institutional Shares of the Goldman Sachs Core Plus Fixed Income Fund.
 
  (cc)   Prospectus dated December 15, 2006 with respect to Class B Shares of the Goldman Sachs Enhanced Income Fund.
 
  (dd)   Prospectus dated April 28, 2006 with respect to Class B Shares, Class C Shares and ILA Service Shares of the Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio and Goldman Sachs Institutional Liquid Assets Tax-Exempt Diversified Portfolio.

- 22 -

 

  (ee)   Prospectus dated April 28, 2006 with respect to Class A Shares, Class B Shares and Class C Shares of the Goldman Sachs U.S. Equity Dividend and Premium Fund, Goldman Sachs Tollkeeper FundSM, Goldman Sachs Structured Tax-Managed Equity Fund and Goldman Sachs Real Estate Securities Fund.
 
  (ff)   Prospectus dated April 28, 2006 with respect to Institutional Shares of the Goldman Sachs U.S. Equity Dividend and Premium Fund, Goldman Sachs Tollkeeper FundSM, Goldman Sachs Structured Tax-Managed Equity Fund and Goldman Sachs Real Estate Securities Fund.
 
  (gg)   Prospectus dated April 28, 2006 with respect to Class A Shares, Class B Shares and Class C Shares of the Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio, Goldman Sachs Growth Strategy Portfolio and Goldman Sachs Equity Growth Strategy Portfolio.
 
  (hh)   Prospectus dated April 28, 2006 with respect to Institutional Shares of the Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio, Goldman Sachs Growth Strategy Portfolio and Goldman Sachs Equity Growth Strategy Portfolio.
 
  (ii)   Supplement dated September 8, 2006 to the Prospectuses for Class A Shares, Class B Shares, Class C Shares, Service Shares and Institutional Shares of the Asset Allocation Portfolios dated April 28, 2006; and Class A Shares, Class B Shares, Class C Shares, Service Shares and Institutional Shares of the Specialty Funds dated April 28, 2006.
 
  (jj)   Supplement dated January 9, 2007 to the Prospectuses for Class A Shares, Class B Shares and Class C Shares of the Asset Allocation Portfolios dated April 28, 2006; and Class A Shares, Class B Shares and Class C Shares of the Specialty Funds dated April 28, 2006.
 
  (kk)   Statement of Additional Information dated December 29, 2006, as amended January 8, 2007, with respect to Class A Shares, Class B Shares, Class C Shares, Service Shares and Institutional Shares of the Goldman Sachs Balanced Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Structured Small Cap Equity Fund, Goldman Sachs Structured International Equity Fund, Goldman Sachs Capital Growth Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Small/Mid-Cap Growth Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Small Cap Value Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Concentrated International Equity Fund, Goldman Sachs Japanese Equity Fund, Goldman Sachs International Small Cap Fund, Goldman

- 23 -

 

      Sachs Emerging Markets Equity Fund, Goldman Sachs Asia Equity Fund and Goldman Sachs Concentrated Growth Fund.
 
  (ll)   Statement of Additional Information dated February 28, 2006, as amended July 12, 2006, with respect to Class A Shares, Class B Shares, Class C Shares, Service Shares, Institutional Shares, Administration Shares, and Separate Account Institutional Shares of the Goldman Sachs Enhanced Income Fund, Goldman Sachs Ultra-Short Duration Government Fund, Goldman Sachs Short Duration Government Fund, Goldman Sachs Short Duration Tax-Free Fund, Goldman Sachs Government Income Fund, Goldman Sachs Municipal Income Fund, Goldman Sachs California Intermediate AMT-Free Municipal Fund, Goldman Sachs New York Intermediate AMT-Free Municipal Fund, Goldman Sachs U.S. Mortgages Fund, Goldman Sachs Core Fixed Income Fund, Goldman Sachs Investment Grade Credit Fund, Goldman Sachs Global Income Fund, Goldman Sachs High Yield Municipal Fund, Goldman Sachs High Yield Fund, and Goldman Sachs Emerging Markets Debt Fund.
 
  (mm)   Statement of Additional Information dated January 10, 2007 with respect to Class A Shares, Class B Shares, Class C Shares, Service Shares and Institutional Shares of the Goldman Sachs Structured Small Cap Value Fund, Goldman Sachs Structured Small Cap Growth Fund and Goldman Sachs Strategic International Equity Fund.
 
  (nn)   Statement of Additional Information dated October 16, 2006, as amended November 29, 2006, with respect to Class A Shares, Class C Shares and Institutional Shares of the Goldman Sachs Core Plus Fixed Income Fund.
 
  (oo)   Statement of Additional Information dated January 10, 2007 with respect to Class B Shares of the Goldman Sachs Enhanced Income Fund and Class B Shares and Service Shares of the Goldman Sachs Core Plus Fixed Income Fund.
 
  (pp)   Statement of Additional Information dated April 28, 2006, as amended June 16, 2006, with respect to (i) ILA Shares, ILA Administration Shares, ILA Service Shares and ILA Cash Management Shares of: ILA Prime Obligations Portfolio, ILA Money Market Portfolio, ILA Treasury Obligations Portfolio, ILA Treasury Instruments Portfolio, ILA Government Portfolio, ILA Federal Portfolio, ILA Tax-Exempt Diversified Portfolio, ILA Tax-Exempt California Portfolio and ILA Tax-Exempt New York Portfolio; (ii) ILA Class B and Class C Shares of ILA Prime Obligations Portfolio; and (iii) FST Shares, FST Service Shares, FST Administration Shares, FST Preferred Shares, FST Select Shares and FST Capital Shares of: Goldman Sachs — Financial Square Prime Obligations Fund, Goldman Sachs — Financial Square Money Market Fund, Goldman Sachs — Financial Square Treasury Obligations Fund, Goldman Sachs — Financial Square Treasury Instruments Fund, Goldman

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      Sachs — Financial Square Government Fund, Goldman Sachs — Financial Square Federal Fund, and Goldman Sachs — Financial Square Tax-Free Money Market Fund.
 
  (qq)   Statement of Additional Information dated April 28, 2006, as amended June 16, 2006, with respect to the Class A Shares, Class B Shares, Class C Shares, Service Shares and Institutional Shares of the Goldman Sachs U.S. Equity Dividend and Premium Fund, Goldman Sachs Tollkeeper FundSM, Goldman Sachs Structured Tax-Managed Equity Fund and Goldman Sachs Real Estate Securities Fund.
 
  (rr)   Statement of Additional Information dated April 28, 2006, as amended June 16, 2006, with respect to the Class A Shares, Class B Shares, Class C Shares, Service Shares and Institutional Shares of the Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio, Goldman Sachs Growth Strategy Portfolio and Goldman Sachs Equity Growth Strategy Portfolio.
 
  (ss)   Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended August 31, 2006 with respect to the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Structured Small Cap Equity Fund, Goldman Sachs Structured Large Cap Value Fund, and Goldman Sachs Structured International Equity Fund.
 
  (tt)   Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended August 31, 2006 with respect to the Goldman Sachs Capital Growth Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs Concentrated Growth Fund, Goldman Sachs Growth Opportunities Fund and Goldman Sachs Small/Mid-Cap Growth Fund.
 
  (uu)   Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended August 31, 2006 with respect to 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.
 
  (vv)   Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended August 31, 2006 with respect to the Goldman Sachs Concentrated International Equity Fund, Goldman Sachs Japanese Equity Fund, Goldman Sachs International Growth Opportunities Fund, Goldman Sachs Emerging Markets Equity Fund and Goldman Sachs Asia Growth Fund.
 
  (ww)   Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended October 31, 2006 with respect to the Goldman Sachs Government Income Fund, Goldman Sachs U.S. Mortgages Fund, Goldman Sachs Core Fixed Income Fund and Goldman Sachs Investment Grade Credit Fund.

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  (xx)   Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended October 31, 2006 with respect to the Goldman Sachs Enhanced Income Fund, Goldman Sachs Ultra-Short Duration Government Fund and Goldman Sachs Short Duration Government Fund.
 
  (yy)   Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended October 31, 2006 with respect to the Goldman Sachs Short Duration Tax-Free Fund, Goldman Sachs Municipal Income Fund and Goldman Sachs High Yield Municipal Fund.
 
  (zz)   Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended October 31, 2006 with respect to the Goldman Sachs Global Income Fund, Goldman Sachs High Yield Fund and Goldman Sachs Emerging Markets Debt Fund.
 
  (aaa)   Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended December 31, 2005 with respect to the Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio, Goldman Sachs Institutional Liquid Assets Money Market Portfolio, Goldman Sachs Institutional Liquid Assets Government Portfolio, Goldman Sachs Institutional Liquid Assets Treasury Obligations Portfolio, Goldman Sachs Institutional Liquid Assets Treasury Instruments Portfolio, Goldman Sachs Institutional Liquid Assets Federal Portfolio, Goldman Sachs Institutional Liquid Assets Tax-Exempt Diversified Portfolio, Goldman Sachs Institutional Liquid Assets Tax-Exempt California Portfolio and Goldman Sachs Institutional Liquid Assets Tax-Exempt New York Portfolio.
 
  (bbb)   Goldman Sachs Trust Semi-Annual Report to Shareholders for the fiscal period ended June 30, 2006 with respect to the Goldman Sachs Institutional Liquid Assets Prime Obligations Portfolio, Goldman Sachs Institutional Liquid Assets Money Market Portfolio, Goldman Sachs Institutional Liquid Assets Government Portfolio, Goldman Sachs Institutional Liquid Assets Treasury Obligations Portfolio, Goldman Sachs Institutional Liquid Assets Treasury Instruments Portfolio, Goldman Sachs Institutional Liquid Assets Federal Portfolio, Goldman Sachs Institutional Liquid Assets Tax-Exempt Diversified Portfolio, Goldman Sachs Institutional Liquid Assets Tax-Exempt California Portfolio and Goldman Sachs Institutional Liquid Assets Tax-Exempt New York Portfolio.
 
  (ccc)   Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended December 31, 2005 with respect to the Goldman Sachs Tollkeeper FundSM, Goldman Sachs Structured Tax-Managed Equity Fund and Goldman Sachs Real Estate Securities Fund.
 
  (ddd)   Goldman Sachs Trust Semi-Annual Report to Shareholders for the fiscal period ended June 30, 2006 with respect to the Goldman Sachs Tollkeeper

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      FundSM, Goldman Sachs Structured Tax-Managed Equity Fund and Goldman Sachs Real Estate Securities Fund.
 
  (eee)   Goldman Sachs Trust Annual Report to Shareholders for the fiscal year ended December 31, 2005 with respect to the Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio, Goldman Sachs Growth Strategy Portfolio and Goldman Sachs Equity Growth Strategy Portfolio.
 
  (fff)   Goldman Sachs Trust Semi-Annual Report to Shareholders for the fiscal period ended June 30, 2006 with respect to the Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio, Goldman Sachs Growth Strategy Portfolio and Goldman Sachs Equity Growth Strategy Portfolio.
 
  (ggg)   Prospectus dated March 1, 2006 with respect to the Class A Shares, Class B Shares, Class C Shares and Class Y Shares of the AXA Enterprise Small Company Growth Fund, AXA Enterprise Small Company Value Fund, AXA Enterprise Capital Appreciation Fund, AXA Enterprise Deep Value Fund, AXA Enterprise Equity Fund, AXA Enterprise Equity Income Fund, AXA Enterprise Multi-Cap Growth Fund, AXA Enterprise Growth and Income Fund, AXA Enterprise International Growth Fund, AXA Enterprise Global Financial Services Fund, AXA Enterprise Global Socially Responsive Fund, AXA Enterprise Government Securities Fund, AXA Enterprise High-Yield Bond Fund, AXA Enterprise Short Duration Bond Fund, AXA Enterprise Tax-Exempt Income Fund and AXA Enterprise Money Market Fund of the AXA Enterprise Funds Trust.
 
  (hhh)   Statement of Additional Information dated March 1, 2006 with respect to the AXA Enterprise Small Company Growth Fund, AXA Enterprise Small Company Value Fund, AXA Enterprise Capital Appreciation Fund, AXA Enterprise Deep Value Fund, AXA Enterprise Equity Fund, AXA Enterprise Equity Income Fund, AXA Enterprise Multi-Cap Growth Fund, AXA Enterprise Growth and Income Fund, AXA Enterprise International Growth Fund, AXA Enterprise Global Financial Services Fund, AXA Enterprise Global Socially Responsive Fund, AXA Enterprise Mergers and Acquisitions Fund, AXA Enterprise Government Securities Fund, AXA Enterprise High-Yield Bond Fund, AXA Enterprise Short Duration Bond Fund, AXA Enterprise Tax-Exempt Income Fund and AXA Enterprise Money Market Fund of the AXA Enterprise Funds Trust.
 
  (iii)   Supplement dated March 16, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares and Class Y Shares dated March 1, 2006 with respect to the AXA Enterprise Global Socially Responsive Fund and AXA Enterprise Large Cap Growth Fund (formerly, Multi-Cap Growth Fund) of the AXA Enterprise Funds Trust.

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  (jjj)   Supplement dated March 16, 2006 to the Statement of Additional Information dated March 1, 2006 with respect to the AXA Enterprise Global Socially Responsive Fund and AXA Enterprise Multi-Cap Growth Fund of the AXA Enterprise Funds Trust.
 
  (kkk)   Supplement dated March 27, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares and Class Y Shares dated March 1, 2006 with respect to the AXA Enterprise Global Socially Responsive Fund and AXA Enterprise Large Cap Growth Fund (formerly, Multi-Cap Growth Fund) of the AXA Enterprise Funds Trust.
 
  (lll)   Supplement dated May 30, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares and Class Y Shares and Statement of Additional Information dated March 1, 2006 with respect to the AXA Enterprise Tax Exempt Income Fund of the AXA Enterprise Funds Trust.
 
  (mmm)   Supplement dated July 1, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares and Class Y Shares dated March 1, 2006 with respect to the AXA Enterprise Small Company Growth Fund, AXA Enterprise Small Company Value Fund, AXA Enterprise Capital Appreciation Fund, AXA Enterprise Deep Value Fund, AXA Enterprise Equity Fund, AXA Enterprise Equity Income Fund, AXA Enterprise Large Cap Growth Fund (formerly, Multi-Cap Growth Fund), AXA Enterprise Growth and Income Fund, AXA Enterprise International Growth Fund, AXA Enterprise Global Financial Services Fund, AXA Enterprise Global Socially Responsive Fund, AXA Enterprise Government Securities Fund, AXA Enterprise High-Yield Bond Fund, AXA Enterprise Short Duration Bond Fund, AXA Enterprise Tax-Exempt Income Fund and AXA Enterprise Money Market Fund of the AXA Enterprise Funds Trust.
 
  (nnn)   Supplement dated October 1, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares and Class Y Shares dated March 1, 2006 with respect to the AXA Enterprise Short Duration Bond Fund of the AXA Enterprise Funds Trust.
 
  (ooo)   Supplement dated October 1, 2006 to the Statement of Additional Information dated March 1, 2006 with respect to the AXA Enterprise Short Duration Bond Fund of the AXA Enterprise Funds Trust.
 
  (ppp)   Supplement dated December 15, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares and Class Y Shares dated March 1, 2006 with respect to the AXA Enterprise Tax-Exempt Income Fund of the AXA Enterprise Funds Trust.
 
  (qqq)   Supplement dated December 15, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares and Class Y Shares and Statement

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    of Additional Information each dated March 1, 2006 with respect to the AXA Enterprise Funds of the AXA Enterprise Funds Trust.
 
  (rrr)   Supplement dated January 5, 2007 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares and Class Y Shares dated March 1, 2006 with respect to the AXA Enterprise Small Company Growth Fund, AXA Enterprise Small Company Value Fund, AXA Enterprise Capital Appreciation Fund, AXA Enterprise Deep Value Fund, AXA Enterprise Equity Fund, AXA Enterprise Equity Income Fund, AXA Enterprise Large Cap Growth Fund (formerly, Multi-Cap Growth Fund), AXA Enterprise Growth and Income Fund, AXA Enterprise International Growth Fund, AXA Enterprise Government Securities Fund, AXA Enterprise High-Yield Bond Fund, AXA Enterprise Short Duration Bond Fund, AXA Enterprise Tax-Exempt Income Fund and AXA Enterprise Money Market Fund of the AXA Enterprise Funds Trust.
 
  (sss)   AXA Enterprise Funds Trust Annual Report to Shareholders for the fiscal year ended October 31, 2006 with respect to the AXA Enterprise Small Company Growth Fund, AXA Enterprise Small Company Value Fund, AXA Enterprise Capital Appreciation Fund, AXA Enterprise Deep Value Fund, AXA Enterprise Equity Fund, AXA Enterprise Equity Income Fund, AXA Enterprise Large Cap Growth Fund (formerly, Multi-Cap Growth Fund), AXA Enterprise Growth and Income Fund, AXA Enterprise International Growth Fund, AXA Enterprise Global Financial Services Fund, AXA Enterprise Global Socially Responsive Fund, AXA Enterprise Government Securities Fund, AXA Enterprise High-Yield Bond Fund, AXA Enterprise Short Duration Bond Fund, AXA Enterprise Tax-Exempt Income Fund and AXA Enterprise Money Market Fund.
 
  (ttt)   Prospectus dated March 1, 2006 with respect to the Class A Shares, Class B Shares, Class C Shares, Class P Shares, and Class Y Shares of the AXA Enterprise Multimanager Growth Fund, AXA Enterprise Multimanager Core Equity Fund, AXA Enterprise Multimanager Value Fund, AXA Enterprise Multimanager Mid Cap Growth Fund, AXA Enterprise Multimanager Mid Cap Value Fund, AXA Enterprise Multimanager International Equity Fund, AXA Enterprise Multimanager Technology Fund, AXA Enterprise Multimanager Health Care Fund and AXA Enterprise Multimanager Core Bond Fund of the AXA Enterprise Multimanager Funds Trust.
 
  (uuu)   Prospectus dated March 1, 2006, as revised May 1, 2006, with respect to the Class A Shares, Class B Shares, Class C Shares and Class Y Shares of the AXA Enterprise Conservative Allocation Fund, AXA Enterprise Moderate Allocation Fund, AXA Enterprise Moderate-Plus Allocation Fund and AXA Enterprise Aggressive Allocation Fund of the AXA Enterprise Multimanager Funds Trust.

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  (vvv)   Statement of Additional Information dated March 1, 2006 with respect to the AXA Enterprise Multimanager Growth Fund, AXA Enterprise Multimanager Core Equity Fund, AXA Enterprise Multimanager Value Fund, AXA Enterprise Multimanager Mid Cap Growth Fund, AXA Enterprise Multimanager Mid Cap Value Fund, AXA Enterprise Multimanager International Equity Fund, AXA Enterprise Multimanager Technology Fund, AXA Enterprise Multimanager Health Care Fund, AXA Enterprise Multimanager Core Bond Fund, AXA Enterprise Conservative Allocation Fund, AXA Enterprise Moderate Allocation Fund, AXA Enterprise Moderate-Plus Allocation Fund and AXA Enterprise Aggressive Allocation Fund of the AXA Enterprise Multimanager Funds Trust.
 
  (www)   Supplement dated June 15, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares, Class P Shares and Class Y Shares dated March 1, 2006 with respect to the AXA Enterprise Multimanager Value Fund of the AXA Enterprise Multimanager Funds Trust.
 
  (xxx)   Supplement dated June 15, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares, Class P Shares and Class Y Shares and Statement of Additional Information dated March 1, 2006 with respect to the AXA Enterprise Multimanager Value Fund of the AXA Enterprise Multimanager Funds Trust.
 
  (yyy)   Supplement dated July 1, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares, Class P Shares and Class Y Shares dated March 1, 2006 with respect to the AXA Enterprise Multimanager Growth Fund, AXA Enterprise Multimanager Core Equity Fund, AXA Enterprise Multimanager Value Fund, AXA Enterprise Multimanager Mid Cap Growth Fund, AXA Enterprise Multimanager Mid Cap Value Fund, AXA Enterprise Multimanager International Equity Fund, AXA Enterprise Multimanager Technology Fund, AXA Enterprise Multimanager Health Care Fund and AXA Enterprise Multimanager Core Bond Fund of the AXA Enterprise Multimanager Funds Trust.
 
  (zzz)   Supplement dated July 1, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares and Class Y Shares dated March 1, 2006, as revised May 1, 2006, with respect to the AXA Enterprise Conservative Allocation Fund, AXA Enterprise Moderate Allocation Fund, AXA Enterprise Moderate-Plus Allocation Fund and AXA Enterprise Aggressive Allocation Fund of the AXA Enterprise Multimanager Funds Trust.
 
  (aaaa)   Supplement dated July 1, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares, Class P Shares and Class Y Shares dated March 1, 2006 with respect to the AXA Enterprise Multimanager Value Fund of the AXA Enterprise Multimanager Funds Trust.

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  (bbbb)   Supplement dated September 15, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares, Class P Shares and Class Y Shares and Statement of Additional Information dated March 1, 2006 with respect to the AXA Enterprise Multimanager Core Bond Fund of the AXA Enterprise Multimanager Funds Trust.
 
  (cccc)   Supplement dated December 15, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares, Class P Shares and Class Y Shares and Statement of Additional Information each dated March 1, 2006 with respect to the AXA Enterprise Multimanager Funds of the AXA Enterprise Multimanager Funds Trust.
 
  (dddd)   Supplement dated December 15, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares and Class Y Shares dated March 1, 2006, as revised May 1, 2006, and Statement of Additional Information dated March 1, 2006 with respect to the AXA Enterprise Allocation Funds of the AXA Enterprise Multimanager Funds Trust.
 
  (eeee)   Supplement dated January 5, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares, Class P Shares and Class Y Shares dated March 1, 2006 with respect to the AXA Enterprise Multimanager Growth Fund, AXA Enterprise Multimanager Core Equity Fund, AXA Enterprise Multimanager Value Fund, AXA Enterprise Multimanager Mid Cap Growth Fund, AXA Enterprise Multimanager Mid Cap Value Fund, AXA Enterprise Multimanager International Equity Fund, AXA Enterprise Multimanager Technology Fund and AXA Enterprise Multimanager Core Bond Fund of the AXA Enterprise Multimanager Funds Trust.
 
  (ffff)   Supplement dated January 5, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares and Class Y Shares dated March 1, 2006 with respect to the AXA Enterprise Conservative Allocation Fund, AXA Enterprise Moderate Allocation Fund, AXA Enterprise Moderate-Plus Allocation Fund and AXA Enterprise Aggressive Allocation Fund of the AXA Enterprise Multimanager Funds Trust.
 
  (gggg)   AXA Enterprise Multimanager Funds Trust Annual Report to Shareholders for the fiscal year ended October 31, 2006 with respect to the AXA Enterprise Multimanager Growth Fund, AXA Enterprise Multimanager Core Equity Fund, AXA Enterprise Multimanager Value Fund, AXA Enterprise Multimanager Mid Cap Growth Fund, AXA Enterprise Multimanager Mid Cap Value Fund, AXA Enterprise Multimanager International Equity Fund, AXA Enterprise Multimanager Technology Fund, AXA Enterprise Multimanager Health Care Fund, AXA Enterprise Multimanager Core Bond Fund, AXA Enterprise Conservative Allocation Fund, AXA Enterprise Moderate Allocation

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      Fund, AXA Enterprise Moderate-Plus Allocation Fund and AXA Enterprise Aggressive Allocation Fund.
 
  (hhhh)   Prospectus dated March 1, 2006 with respect to the Class A Shares, Class B Shares, Class C Shares and Class Y Shares of the AXA Enterprise Growth Fund and AXA Enterprise Mergers and Acquisitions Fund of the Enterprise Group of Funds, Inc..
 
  (iiii)   Statement of Additional Information dated March 1, 2006 with respect to the AXA Enterprise Growth Fund and AXA Enterprise Mergers and Acquisitions Fund of the Enterprise Group of Funds, Inc..
 
  (jjjj)   Supplement dated July 1, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares and Class Y Shares dated March 1, 2006 with respect to the AXA Enterprise Growth Fund and AXA Enterprise Mergers and Acquisitions Fund of the Enterprise Group of Funds, Inc..
 
  (kkkk)   Supplement dated December 15, 2006 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares and Class Y Shares and Statement of Additional Information each dated March 1, 2006 with respect to the Enterprise Group Funds of the Enterprise Group of Funds, Inc.
 
  (llll)   Supplement dated January 5, 2007 to the Prospectus for the Class A Shares, Class B Shares, Class C Shares and Class Y Shares dated March 1, 2006 with respect to the AXA Enterprise Growth Fund of the Enterprise Group of Funds, Inc..
 
  (mmmm)   The Enterprise Group of Funds, Inc. Annual Report to Shareholders for the fiscal year ended October 31, 2006 with respect to the AXA Enterprise Growth Fund and AXA Enterprise Mergers and Acquisitions Fund.
Item 17. Undertakings
  (1)   The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended (the “1933 Act”), the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
 
  (2)   The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each

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      post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
 
  (3)   The undersigned Registrant agrees to file by Post-Effective Amendment the opinion of counsel regarding the tax consequences of the proposed reorganization required by Item 16(12) of Form N-14 within a reasonable time after receipt of such opinion.

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SIGNATURES
     As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of New York, and State of New York, on the 24th of January, 2007.
         
  GOLDMAN SACHS TRUST
Registrant
 		  
  By:   /s/ Peter V. Bonanno    
    Peter V. Bonanno   
    Secretary   
 
     As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated:
         
Name   Title   Date
 
        
1 Kaysie P. Uniacke
 
Kaysie P. Uniacke
  President (Chief Executive Officer)   January 24, 2007
 
        
1 John M. Perlowski
 
John M. Perlowski
  Treasurer (Principal Accounting Officer and Principal Financial Officer)   January 24, 2007
 
        
1 Ashok N. Bakhru
 
Ashok N. Bakhru
  Chairman and Trustee    January 24, 2007
 
        
1 John P. Coblentz, Jr.
 
John P. Coblentz, Jr.
  Trustee    January 24, 2007
 
        
1 Patrick T. Harker
 
Patrick T. Harker
  Trustee    January 24, 2007
 
        
1 Mary Patterson McPherson
 
Mary Patterson McPherson
  Trustee     January 24, 2007
 
        
1 Alan A. Shuch
 
Alan A. Shuch
  Trustee     January 24, 2007
 
        
1 Richard P. Strubel
 
Richard P. Strubel
  Trustee     January 24, 2007
         
1By:
  /s/ Peter V. Bonanno
 
Peter V. Bonanno, 		   
 
  Attorney-In-Fact    
 
1   Pursuant to a power of attorney incorporated herein by reference.

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