GOLDMAN SACHS VARIABLE INSURANCE TRUSTInstitutional and Service Shares of the

Goldman Sachs Large Cap Value FundGoldman Sachs Mid Cap Value Fund

(the “Funds”)

Supplement dated July 17, 2018 to theSummary Prospectuses, Prospectuses and Statement of Additional Information (the “SAI”),

each dated April 30, 2018

Effective September 30, 2018, Sean Gallagher will be retiring from Goldman Sachs andwill no longer serve as a portfolio manager for the Funds. In addition, effective immedi-ately, Charles “Brook” Dane will serve as a portfolio manager for the Large Cap ValueFund. Sung Cho and Adam Agress will continue to serve as portfolio managers for theMid Cap Value Fund.

Accordingly, effective immediately, the Funds’ disclosures are modified as follows:

The following replaces in its entirety the “Portfolio Manager” subsection of the“Goldman Sachs Large Cap Value Fund—Summary—Portfolio Management”section of the Prospectuses and the “Portfolio Manager” subsection of the “PortfolioManagement” section of the Goldman Sachs Large Cap Value Fund SummaryProspectuses:

Portfolio Managers: Sean Gallagher, Managing Director, Co-Chief Investment Officer—Fundamental Equity U.S. Equity, has managed the Fund since 2001; and Charles“Brooke” Dane, CFA, Vice President, has managed the Fund since 2018.

In the “Service Providers—Fund Managers” section of the Goldman Sachs LargeCap Value Fund Prospectuses, the following row is added to the table in the “ValueInvestment Team” subsection:

Charles “Brook” Dane, CFAVice President

Portfolio Manager—Large Cap Value

Since2018

Mr. Dane joined the InvestmentAdviser in 2010 as a portfoliomanager for the Value Team. Prior tojoining the Investment Adviser, Mr.Dane spent 13 years at PutnamInvestments as a research analyst andmore recently as a portfolio manager.

Effective September 30, 2018, the Funds’ disclosures are modified as follows:

All references to Mr. Gallagher in the Summary Prospectuses, Prospectuses and SAI aredeleted in their entirety.

This Supplement should be retained with the Summary Prospectuses, Prospectusesand SAI for future reference.

VITLCVMCVCONFIDSTK 07-18

Prospectus InstitutionalShares

April 30, 2018

G O L D M A N S A C H S V A R I A B L E I N S U R A N C E T R U S T

� Goldman SachsLarge Cap Value Fund

Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose offunding variable annuity contracts and variable life insurance policies. Shares of the Trust are not offered directly tothe general public.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSEDUPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCECORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN THE FUND INVOLVES INVESTMENTRISKS, AND YOU MAY LOSE MONEY IN THE FUND.

Table of Contents

Page

GOLDMAN SACHS LARGE CAP VALUEFUND—SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

INVESTMENT MANAGEMENT APPROACH . . . . . . . . . 4

RISKS OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

SERVICE PROVIDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SHAREHOLDER GUIDE . . . . . . . . . . . . . . . . . . . . . . . . . 16

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

APPENDIX A—ADDITIONAL INFORMATION ONPORTFOLIO RISKS, SECURITIES AND TECHNIQUES . . 22

APPENDIX B—FINANCIAL HIGHLIGHTS . . . . . . . . . . . 37

Goldman Sachs Large Cap Value Fund—Summary

Investment Objective

The Goldman Sachs Large Cap Value Fund (the “Fund”) seeks long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold Institutional Shares of the Fund. This table does notreflect the fees and expenses associated with any variable annuity contract or variable life insurance policy that uses the Fund as aninvestment option. Had those fees and expenses been included, overall fees and expenses would be higher.

Annual Fund Operating Expenses(expenses that you pay each year as a percentage of the value of your investment)

Management Fees1 0.72%Distribution and Service (12b-1) Fees NoneOther Expenses 0.06%

Total Annual Fund Operating Expenses 0.78%Fee Waiver and Expense Limitation2 (0.07)%

Total Annual Fund Operating Expenses After Fee Waiver and Expense Limitation 0.71%

1 The Fund’s “Management Fees” have been restated to reflect current fees.2 The Investment Adviser has agreed to (i) waive a portion of the management fee in order to achieve an effective net management fee rate of 0.69% of the

Fund’s average daily net assets; and (ii) reduce or limit “Other Expenses” (excluding acquired fund fees and expenses, transfer agency fees and expenses,taxes, interest, brokerage fees, expenses of shareholder meetings, litigation and indemnification, and extraordinary expenses) to 0.004% of the Fund’saverage daily net assets. These arrangements will remain in effect through at least April 30, 2019, and prior to such date the Investment Adviser may notterminate the arrangements without the approval of the Board of Trustees. The Fund’s “Total Annual Fund Operating Expenses After Fee Waiver andExpense Limitation” have been restated to reflect the fee waiver and expense limitation currently in effect.

Expense Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. ThisExample does not reflect the fees and expenses associated with any variable annuity contract or variable life insurance policy that usesthe Fund as an investment option. Had those fees and expenses been included, the costs shown below would be higher.

The Example assumes that you invest $10,000 in Institutional Shares of the Fund for the time periods indicated and then redeem all ofyour Institutional Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year andthat the Fund’s operating expenses remain the same (except that the Example incorporates the fee waiver and expense limitationarrangements for only the first year). Although your actual costs may be higher or lower, based on these assumptions your costs wouldbe:

Fund 1 Year 3 Years 5 Years 10 Years

Institutional Shares $73 $243 $427 $961

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities or instruments (i.e., “turns over” its portfolio). A high rate ofportfolio turnover may result in increased transaction costs, including brokerage commissions, which must be borne by the Fund andits shareholders. These costs are not reflected in annual fund operating expenses or in the expense example above, but are reflected inthe Fund’s performance. The Fund’s portfolio turnover rate for the fiscal year ended December 31, 2017 was 127% of the averagevalue of its portfolio.

Principal Strategy

The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measuredat time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in large-cap U.S. issuers with public stock marketcapitalizations within the range of the market capitalization of companies constituting the Russell 1000® Value Index at the time ofinvestment. As of March 1, 2018, the capitalization range of the Russell 1000® Value Index was between approximately$502.41 million and $497.23 billion. Although the Fund will invest primarily in publicly traded U.S. securities, it may invest inforeign securities, including securities of issuers in countries with emerging markets or economies (“emerging countries”) and secu-rities quoted in foreign currencies.

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The Fund seeks its investment objective by investing in value opportunities that the Investment Adviser defines as companies withidentifiable competitive advantages whose intrinsic value is not reflected in the stock price. The Fund’s equity investment processinvolves: (1) using multiple industry-specific valuation metrics to identify real economic value and company potential in stocks,screened by valuation, profitability and business characteristics; (2) conducting in-depth company research and assessing overallbusiness quality; and (3) buying those securities that a sector portfolio manager recommends, taking into account feedback from therest of the portfolio management team. The Investment Adviser may decide to sell a position for various reasons, including valuationand price considerations, readjustment of the Investment Adviser’s outlook based on subsequent events, the Investment Adviser’songoing assessment of the quality and effectiveness of management, if new investment ideas offer the potential for better risk/rewardprofiles than existing holdings, or for risk management purposes. In addition, the Investment Adviser may sell a position in order tomeet shareholder redemptions.

The Fund may also invest in companies with public stock market capitalizations outside the range of companies constituting theRussell 1000® Value Index at the time of investment and in fixed income securities, such as government, corporate and bank debtobligations.

The Fund’s benchmark index is the Russell 1000® Value Index.

Principal Risks of the Fund

Loss of money is a risk of investing in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporation (“FDIC”) or any government agency. The Fund should not be relied upon as a completeinvestment program. There can be no assurance that the Fund will achieve its investment objective. Investments in the Fund involvesubstantial risks which prospective investors should consider carefully before investing.

Investment Style Risk. Different investment styles (e.g., “growth,” “value” or “quantitative”) tend to shift in and out of favordepending upon market and economic conditions and investor sentiment. The Fund may outperform or underperform other funds thatinvest in similar asset classes but employ different investment styles. Value stocks are those believed to be undervalued in comparisonto their peers, due to market, company-specific or other factors.

Large Shareholder Transactions Risk. The Fund may experience adverse effects when certain large shareholders purchase or redeemlarge amounts of shares of the Fund. Such large shareholder redemptions may cause the Fund to sell portfolio securities at times whenit would not otherwise do so, which may negatively impact the Fund’s net asset value (“NAV”) and liquidity. Similarly, large Fundshare purchases may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and isrequired to maintain a larger cash position than it ordinarily would. These transactions may also increase transaction costs. In addition,a large redemption could result in the Fund’s current expenses being allocated over a smaller asset base, leading to an increase in theFund’s expense ratio.

Market Risk. The value of the securities in which the Fund invests may go up or down in response to the prospects of individualcompanies, particular sectors or governments and/or general economic conditions throughout the world due to increasingly inter-connected global economies and financial markets.

Portfolio Turnover Rate Risk. A high rate of portfolio turnover (100% or more) involves correspondingly greater expenses whichmust be borne by the Fund and its shareholders.

Stock Risk. Stock prices have historically risen and fallen in periodic cycles. U.S. and foreign stock markets have experienced periodsof substantial price volatility in the past and may do so again in the future.

Performance

The bar chart and table below provide an indication of the risks of investing in the Fund by showing: (a) changes in the performanceof the Fund’s Institutional Shares from year to year; and (b) how the average annual total returns of the Fund’s Institutional Sharescompare to those of a broad-based securities market index. The Fund’s past performance is not necessarily an indication of how theFund will perform in the future. Performance reflects applicable fee waivers and/or expense limitations in effect during the periodsshown. In addition, performance reflects Fund level expenses but does not reflect the fees and expenses associated with any variable

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annuity contract or variable life insurance policy that uses the Fund as an investment option for any contract or policy. Hadperformance reflected all of those fees and expenses, performance would have been reduced. Updated performance information isavailable at no cost at www.gsamfunds.com/vit or by calling the phone number on the back cover of the Prospectus.

T OT A L RE T U R N CA L E N D A R Y E A R

Best QuarterQ3 ‘09 +15.24%

Worst QuarterQ4 ‘08 –20.03%

-7.05%-34.45%

18.32%11.20%

19.07%

33.23%

12.94%

20132008 2011 201220102009 2014 2015 2016 2017

-4.41%

11.55%9.85%

AVERAGE ANNUAL TOTAL RETURN

For the period ended December 31, 2017 1 Year 5 Years 10 YearsSince

Inception

Institutional Shares (Inception 1/12/98) 9.85% 12.00% 5.33% 5.17%Russell 1000® Value Index

(reflects no deduction for fees or expenses) 13.66% 14.03% 7.10% 7.70%

Portfolio Management

Goldman Sachs Asset Management, L.P. is the investment adviser for the Fund (the “Investment Adviser” or “GSAM”).

Portfolio Managers: Sean Gallagher, Managing Director, Co-Chief Investment Officer—Fundamental Equity U.S. Equity, hasmanaged the Fund since 2001.

Buying and Selling Fund Shares

Fund shares are not sold directly to the public. Fund shares may be purchased and redeemed by separate accounts that fund variableannuity and variable life insurance contracts issued by participating insurance companies. Orders received from separate accounts topurchase or redeem Fund shares are effected on business days. Individual investors may purchase or redeem Fund shares indirectlythrough variable annuity contracts and variable life insurance policies offered through the separate accounts.

Tax Information

Provided that the Fund and separate accounts investing in the Fund satisfy applicable tax requirements, the Fund will not be subject tofederal tax. Special tax rules apply to life insurance companies, variable annuity contracts and variable life insurance contracts. Forinformation on federal income taxation of owners of variable annuity or variable life insurance contracts, see the prospectus for theapplicable contract.

Payments to Broker-Dealers and Other Financial Intermediaries

The Fund and/or its related companies may pay participating insurance companies and securities dealers for the sale of Fund sharesand related services. These payments may create a conflict of interest by influencing the insurance company and your salesperson torecommend the Fund over another investment. Ask your salesperson or visit your insurance company’s website for more information.

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Investment Management Approach

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation. The Fund’sinvestment objective may be changed without shareholderapproval upon 60 days’ notice.

PRINCIPAL INVESTMENT STRATEGIES

The Fund invests, under normal circumstances, at least 80%of its Net Assets in a diversified portfolio of equity invest-ments in large cap U.S. issuers with public stock marketcapitalizations (based upon shares available for trading on anunrestricted basis) within the range of the market capital-ization of companies constituting the Russell 1000® ValueIndex at the time of investment. Shareholders will beprovided with sixty days’ notice in the manner prescribed bythe Securities and Exchange Commission (“SEC”) beforeany change in the Fund’s policy to invest at least 80% of itsNet Assets in the particular type of investment suggested byits name. If the market capitalization of a company held bythe Fund moves outside this range, the Fund may, but is notrequired to, sell the securities. As of March 1, 2018, thecapitalization range of the Russell 1000® Value Index wasbetween approximately $502.41 million and $497.23 billion.The Fund seeks its investment objective by investing in valueopportunities that the Investment Adviser defines as compa-nies with identifiable competitive advantages whose intrinsicvalue is not reflected in the stock price. Although the Fundwill invest primarily in publicly traded U.S. securities, it mayinvest up to 20% of its Net Assets in foreign securities,including securities of issuers in emerging countries andsecurities quoted in foreign currencies.

The Fund may invest in the aggregate up to 20% of its NetAssets in companies with public stock market capitalizationsoutside the range of companies constituting the Russell1000® Value Index at the time of investment and in fixedincome securities, such as government, corporate and bankdebt obligations.

The Fund’s benchmark is the Russell 1000® Value Index.The Russell 1000® Value Index is an unmanaged marketcapitalization weighted index of the 1,000 largest U.S.companies with lower price-to-book ratios and lower fore-casted growth values.

The Fund may, from time to time, take temporary defensivepositions that are inconsistent with the Fund’s principalinvestment strategies in attempting to respond to adversemarket, political or other conditions. For temporary defensivepurposes, the Fund may invest up to 100% of its total assetsin securities issued or guaranteed by the U.S. government, itsagencies, instrumentalities or sponsored enterprises (“U.S.Government Securities”), commercial paper rated at least A-2by Standard & Poor’s Ratings Services (“Standard &

Poor’s”), P-2 by Moody’s Investors Service, Inc.(“Moody’s”) or having a comparable credit rating by anothernationally recognized statistical rating organization(“NRSRO”) (or, if unrated, determined by the InvestmentAdviser to be of comparable credit quality), certificates ofdeposit, bankers’ acceptances, repurchase agreements, non-convertible preferred stocks and non-convertible corporatebonds with a remaining maturity of less than one year,exchange-traded funds (“ETFs”) and other investmentcompanies and cash items. When the Fund’s assets areinvested in such instruments, the Fund may not beachieving its investment objective.

GSAM’s Fundamental U.S. Equity InvestmentApproach:GSAM believes that strong fundamental, bottom-up researchcombined with a disciplined investment process is essentialfor generating superior performance over the long-term.

The team’s investment process involves: (1) using multipleindustry-specific valuation metrics to identify real economicvalue and company potential in stocks, screened by valu-ation, profitability and business characteristics; (2)conducting in-depth company research and assessing overallbusiness quality; and (3) buying those securities that a sectorportfolio manager recommends, taking into account feedbackfrom the rest of the portfolio management team.

The Investment Adviser may decide to sell a position forvarious reasons, including valuation and price considerations,readjustment of the Investment Adviser’s outlook based onsubsequent events, the Investment Adviser’s ongoingassessment of the quality and effectiveness of management,if new investment ideas offer the potential for better risk/reward profiles than existing holdings, or for risk manage-ment purposes. In addition, the Investment Adviser may sella position in order to meet shareholder redemptions.

GSAM’s Value Investment Philosophy:1. Businesses represent compelling value when:� Market uncertainty exists.� Their economic value is not recognized by the market.

2. By quality, we mean companies that have:� Sustainable operating or competitive advantage.� Excellent stewardship of capital.� Capability to earn above their cost of capital.� Strong or improving balance sheets and cash flow.

3. Through intensive, firsthand fundamental research ourportfolio managers seek to purchase quality businessesselling at compelling valuations.

References in the Prospectus to the Fund’s benchmark are forinformational purposes only, and unless otherwise noted, arenot an indication of how the Fund is managed.

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INVESTMENT MANAGEMENT APPROACH

SHARE OFFERING

Goldman Sachs Variable Insurance Trust (the “Trust”) offersshares of the Fund to separate accounts of participatinginsurance companies for the purpose of funding variableannuity contracts and variable life insurance policies. Institu-tional Shares of the Fund are not offered directly to thepublic. The participating insurance companies, not theowners of the variable annuity contracts or variable lifeinsurance policies or participants therein, are shareholders ofthe Fund. The Fund pools the monies of these separateaccounts and invests these monies in a portfolio of securitiespursuant to the Fund’s stated investment objective.

The investment objective and policies of the Fund are similarto the investment objectives and policies of other mutualfunds that the Investment Adviser manages. Although theobjectives and policies may be similar, the investment resultsof the Fund may be higher or lower than the results of suchother mutual funds. The Investment Adviser cannotguarantee, and makes no representation, that the investmentresults of similar funds will be comparable even though thefunds have the same Investment Adviser.

ADDITIONAL PERFORMANCE INFORMATION

Note that the “Best Quarter” and “Worst Quarter” figuresshown in the “Performance” section of the Fund’s Summarysection are applicable only to the time period covered by thebar chart.

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OTHER INVESTMENT PRACTICES AND SECURITIES

Although the Fund’s principal investment strategies aredescribed in the Fund’s Summary — Principal Strategysection of the Prospectus, the following tables identify someof the investment techniques that may (but are not requiredto) be used by the Fund in seeking to achieve its investmentobjective. Numbers in these tables show allowable usageonly; for actual usage, consult the Fund’s annual/semi-annualreports. For more information about these and other invest-ment practices and securities, see Appendix A.

The Fund publishes on its website(http://www.gsamfunds.com/vit) complete portfolio holdingsfor the Fund as of the end of each calendar quarter subject toa fifteen calendar-day lag between the date of theinformation and the date on which the information isdisclosed. In addition, the Fund publishes on its websitemonth-end top ten holdings subject to a fifteen calendar-daylag between the date of the information and the date onwhich the information is disclosed. This information will beavailable on the website until the date on which the Fundfiles its next quarterly portfolio holdings report onForm N-CSR or Form N-Q with the SEC. In addition, adescription of the Fund’s policies and procedures withrespect to the disclosure of the Fund’s portfolio holdings isavailable in the Fund’s Statement of Additional Information(“SAI”).

10 Percent of total assets (including securities lending collateral)(italic type)

10 Percent of net assets (excluding borrowings forinvestment purposes) (roman type)

‰ No specific percentage limitation on usage; limitedonly by the objective and strategies of the Fund

Large CapValueFund

Investment Practices

Borrowings 33 1⁄3Cross Hedging of Currencies •

Custodial Receipts and Trust Certificates •

Equity Swaps •

Foreign Currency Transactions (including forward contracts)* •

Futures Contracts and Options and Swaps on Futures Contracts •

Illiquid Investments** 15

Investment Company Securities (including ETFs)1 10Options on Foreign Currencies2 •

Options3 •

Preferred Stock, Warrants and Stock Purchase Rights •

Repurchase Agreements •

Securities Lending 33 1⁄3Short Sales Against the Box 25

Unseasoned Companies •

When-Issued Securities and Forward Commitments •

10 Percent of total assets (italic type)10 Percent of net assets (including borrowings for

investment purposes) (roman type)‰ No specific percentage limitation on usage; limited

only by the objectives and strategies of the Fund

Large CapValueFund

Investment Securities

American, European and Global Depositary Receipts •

Asset-Backed and Mortgage-Backed Securities4 •

Bank Obligations4 •

Convertible Securities5 •

Corporate Debt Obligations4 •

Emerging Country Securities6 20

Equity Investments 80+

Fixed Income Securities7 20

Foreign Securities6 20

Initial Public Offerings (“IPOs”) •

Master Limited Partnerships •

Non-Investment Grade Fixed Income Securities8 10

Real Estate Investment Trusts (“REITs”) •

Structured Securities (which may include equity linked notes)9 •

Temporary Investments •

U.S. Government Securities4 •

* Limited by the amount the Fund invests in foreign securities.** Illiquid investments are any investments which cannot be disposed of in

seven days in the ordinary course of business at approximately the priceat which the Fund values the instrument.

1. This percentage limitation does not apply to the Fund’s investments ininvestment companies (including ETFs) where a higher percentagelimitation is permitted under the terms of an SEC exemptive order orSEC exemptive rule.

2. The Fund may purchase and sell call and put options on foreigncurrencies.

3. The Fund may purchase and sell call and put options on securities andsecurities indices in which the Fund invests.

4. Limited by the amount the Fund invests in fixed income securities.5. The Fund uses the same rating criteria for convertible and non-

convertible debt securities.6. The Fund may invest in the aggregate up to 20% of its Net Assets in

foreign securities, including securities of issuers in emerging countries.7. Except as noted under “Non-Investment Grade Fixed Income

Securities,” fixed income securities must be investment grade (i.e., ratedBBB– or higher by Standard & Poor’s, Baa3 or higher by Moody’s orhave a comparable credit rating by another NRSRO, or, if unrated,determined by the Investment Adviser to be of comparable creditquality). The Fund may invest in the aggregate up to 20% of its NetAssets in: (i) securities of companies with public stock market capital-izations outside the range of companies constituting the Russell 1000®

Value Index at the time of investment; and (ii) fixed income securities.8. May be rated BB+ or lower by Standard & Poor’s, Ba1 or lower by

Moody’s or have a comparable credit rating by another NRSRO at thetime of investment.

9. Structured securities are not subject to the same minimum credit qualityrequirements as the Fund’s investments in fixed income securities.

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Risks of the Fund

Loss of money is a risk of investing in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed bythe FDIC or any other governmental agency. The principal risks of the Fund are discussed in the Summary section of the Prospectus.The following section provides additional information on the risks that apply to the Fund, which may result in a loss of your invest-ment. The Fund should not be relied upon as a complete investment program. There can be no assurance that the Fund will achieve itsinvestment objective.

✓ PRINCIPAL RISK Š ADDITIONAL RISK

FundCredit/Default

Deriv-atives

EmergingCountries Foreign Geographic

InitialPublic

Offering(“IPO”)

InterestRate

Invest-mentStyle

LargeShareholderTransactions Liquidity

Manage-ment Market

MasterLimitedPartner-

ships

Mid-Capand

Small-Cap

NetAssetValue

(“NAV”)

Non-InvestmentGrade Fixed

IncomeSecurities

PortfolioTurnover

Rate REIT Stock

U.S.Government

Securities

LargeCapValue Š Š Š Š Š Š Š ✓ ✓ Š Š ✓ Š Š Š Š ✓ Š ✓ Š

� Credit/Default Risk—An issuer or guarantor of fixedincome securities or instruments held by the Fund (whichmay have low credit ratings) may default on its obligation topay interest and repay principal or default on any otherobligation. The credit quality of the Fund’s portfolio secu-rities or instruments may meet the Fund’s credit qualityrequirements at the time of purchase but then deterioratethereafter, and such a deterioration can occur rapidly. Incertain instances, the downgrading or default of a singleholding or guarantor of the Fund’s holding may impair theFund’s liquidity and have the potential to cause significantdeterioration in NAV. These risks are more pronounced inconnection with the Fund’s investments in non-investmentgrade fixed income securities.

� Derivatives Risk—The Fund’s use of options, futures,forwards, swaps, options on swaps, structured securities andother derivative instruments may result in losses. Theseinstruments, which may pose risks in addition to and greaterthan those associated with investing directly in securities,currencies or other instruments, may be illiquid or less liquid,volatile, difficult to price and leveraged so that small changesin the value of the underlying instruments may producedisproportionate losses to the Fund. Certain derivatives arealso subject to counterparty risk, which is the risk that theother party in the transaction will not fulfill its contractualobligations, liquidity risk and risks arising from marginrequirements, which include the risk that the Fund will berequired to pay additional margin or set aside additionalcollateral to maintain open derivative positions. Derivativesmay be used for both hedging and non-hedging purposes.

The use of derivatives is a highly specialized activity thatinvolves investment techniques and risks different from thoseassociated with investments in more traditional securities andinstruments, and there is no guarantee that the use ofderivatives will achieve their intended result. If the Invest-ment Adviser is incorrect in its expectation of the timing or

level of fluctuation in securities prices, interest rates,currency prices or other variables, the use of derivativescould result in losses, which in some cases may besignificant. A lack of correlation between changes in thevalue of derivatives and the value of the portfolio assets (ifany) being hedged could also result in losses. In addition,there is a risk that the performance of the derivatives or otherinstruments used by the Investment Adviser to replicate theperformance of a particular asset class may not accuratelytrack the performance of that asset class.

As an investment company registered with the SEC, the Fundmust identify on its books (often referred to as “assetsegregation”) liquid assets, or engage in other SEC orSEC-staff approved or other appropriate measures, to“cover” open positions with respect to certain kinds ofderivative instruments. For more information about thesepractices, see Appendix A.

� Emerging Countries Risk—Investments in securities ofissuers located in emerging countries are subject to the risksassociated with investments in foreign securities. In addition,the securities markets of most emerging countries are lessliquid, developed and efficient, are subject to greater pricevolatility, have smaller market capitalizations, have more orless government regulation and are not subject to extensiveand frequent accounting, financial and other reportingrequirements as the securities markets of more developedcountries. Further, investment in securities of issuers locatedin certain emerging countries involves risk of loss resultingfrom problems in share registration, settlement or custody,substantial economic, political and social disruptions and theimposition of exchange controls (including repatriationrestrictions). These risks are not normally associated withinvestments in more developed countries. For moreinformation about these risks, see Appendix A.

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� Foreign Risk—When the Fund invests in foreign securities,it may be subject to risk of loss not typically associated withU.S. issuers. Loss may result because of more or less foreigngovernment regulation, less public information, less liquid,developed or efficient trading markets, greater volatility andless economic, political and social stability in the countries inwhich the Fund invests. Loss may also result from, amongother things, deteriorating economic and business conditionsin other countries, including the United States, regional andglobal conflicts, the imposition of exchange controls(including repatriation restrictions), sanctions, foreign taxes,confiscations, trade restrictions (including tariffs) expropria-tion and other government restrictions by the United Statesand other governments, higher transaction costs, difficultyenforcing contractual obligations or from problems in shareregistration, settlement or custody. The Fund will also besubject to the risk of negative foreign currency rate fluctua-tions, which may cause the value of securities denominatedin such foreign currency (or other instruments through whichthe Fund has exposure to foreign currencies) to decline invalue. Currency exchange rates may fluctuate significantlyover short periods of time. Foreign risks will normally begreatest when the Fund invests in securities of issuers locatedin emerging countries. For more information about theserisks, see Appendix A.

� Geographic Risk—If the Fund focuses its investments insecurities of issuers located in a particular country orgeographic region, it will subject the Fund, to a greater extentthan if its investments were less focused, to the risks ofvolatile economic cycles and/or conditions and developmentsthat may be particular to that country or region, such as:adverse securities markets; adverse exchange rates; adversesocial, political, regulatory, economic, business, environ-mental or other developments; or natural disasters.

� Interest Rate Risk—When interest rates increase, fixedincome securities or instruments held by the Fund (whichmay include inflation protected securities) will generallydecline in value. Long-term fixed income securities orinstruments will normally have more price volatility becauseof this risk than short-term fixed income securities orinstruments. A wide variety of market factors can causeinterest rates to rise, including central bank monetary policy,rising inflation and changes in general economic conditions.The risks associated with increasing rates are heightenedgiven that interest rates are near historic lows, but may beexpected to increase in the future with unpredictable effectson the markets and the Fund’s investments. Fluctuations ininterest rates may also affect the liquidity of the fixed incomesecurities and instruments held by the Fund.

� Investment Style Risk—Different investment styles (e.g.,“growth,” “value” or “quantitative”) tend to shift in and outof favor depending upon market and economic conditions as

well as investor sentiment. The Fund may outperform orunderperform other funds that employ a different investmentstyle. Value investing is an example of an investment style.Value stocks are those believed to be undervalued in compar-ison to their peers, due to market, company specific or otherfactors. A value stock may decrease in price or fail toincrease in price as anticipated if other investors do noteventually recognize the stock’s potential value, or if otherevents or factors that could increase the stock price do notmaterialize. Value-oriented funds may underperform inmarket cycles when growth investing is in favor.

� IPO Risk—The market value of shares issued in an IPO mayfluctuate considerably due to factors such as the absence of aprior public market, unseasoned trading, the small number ofshares available for trading and limited information about acompany’s business model, quality of management, earningsgrowth potential and other criteria used to evaluate its invest-ment prospects. The purchase of IPO shares may involve hightransaction costs. Investments in IPO shares, which are subjectto market risk and liquidity risk, involve greater risks thaninvestments in shares of companies that have traded publiclyon an exchange for extended periods of time.

� Large Shareholder Transactions Risk—The Fund mayexperience adverse effects when certain large shareholders,such as other funds, participating insurance companies,accounts and Goldman Sachs affiliates, purchase or redeemlarge amounts of shares of the Fund. Such large shareholderredemptions may cause the Fund to sell portfolio securities attimes when it would not otherwise do so, which maynegatively impact the Fund’s NAV and liquidity. Similarly,large Fund share purchases may adversely affect the Fund’sperformance to the extent that the Fund is delayed in inves-ting new cash and is required to maintain a larger cashposition than it ordinarily would. These transactions mayalso increase transaction costs. In addition, a largeredemption could result in the Fund’s current expenses beingallocated over a smaller asset base, leading to an increase inthe Fund’s expense ratio.

� Liquidity Risk—The Fund may invest to a greater degree insecurities or instruments that trade in lower volumes and maymake investments that are less liquid than other investments.Also, the Fund may make investments that may become lessliquid in response to market developments or adverseinvestor perceptions. Investments that are illiquid or thattrade in lower volumes may be more difficult to value. Whenthere is no willing buyer and investments cannot be readilysold at the desired time or price, the Fund may have to accepta lower price or may not be able to sell the security orinstrument at all. An inability to sell one or more portfoliopositions can adversely affect the Fund’s value or prevent theFund from being able to take advantage of other investmentopportunities.

8

RISKS OF THE FUND

To the extent that the traditional dealer counterparties thatengage in fixed income trading do not maintain inventoriesof bonds (which provide an important indication of theirability to “make markets”) that keep pace with the growth ofthe bond markets over time, relatively low levels of dealerinventories could lead to decreased liquidity and increasedvolatility in the fixed income markets. Additionally, marketparticipants other than the Fund may attempt to sell fixedincome holdings at the same time as the Fund, which couldcause downward pricing pressure and contribute toilliquidity.

Because the Fund may invest in non-investment grade fixedincome securities, small- and mid-capitalization stocks,REITs and/or emerging country issuers, it may be especiallysubject to the risk that, during certain periods, the liquidity ofparticular issuers or industries, or all securities within aparticular investment category, may shrink or disappearsuddenly and without warning as a result of adverseeconomic, market or political events, or adverse investorperceptions, whether or not accurate.

Liquidity risk may also refer to the risk that the Fund will notbe able to pay redemption proceeds within the allowable timeperiod because of unusual market conditions, an unusuallyhigh volume of redemption requests, or other reasons. Whilethe Fund reserves the right to meet redemption requeststhrough in-kind distributions, the Fund may instead choose toraise cash to meet redemption requests through sales ofportfolio securities or permissible borrowings. If the Fund isforced to sell securities at an unfavorable time and/or underunfavorable conditions, such sales may adversely affect theFund’s NAV.

Certain shareholders, including clients or affiliates of theInvestment Adviser, may from time to time own or control asignificant percentage of the Fund’s shares. Redemptions bythese shareholders of their shares of the Fund may furtherincrease the Fund’s liquidity risk and may impact the Fund’sNAV. These shareholders may include, for example, certainparticipating insurance companies, accounts or GoldmanSachs affiliates, whose buy-sell decisions are controlled by asingle decision-maker.

� Management Risk—A strategy used by the InvestmentAdviser may fail to produce the intended results.

� Market Risk—The value of the securities in which the Fundinvests may go up or down in response to the prospects ofindividual companies, particular sectors or governments and/or general economic conditions throughout the world. Pricechanges may be temporary or last for extended periods. TheFund’s investments may be overweighted from time to timein one or more sectors or countries, which will increase theFund’s exposure to risk of loss from adverse developmentsaffecting those sectors or countries.

Global economies and financial markets are becomingincreasingly interconnected, and conditions and events in onecountry, region or financial market may adversely impactissuers in a different country, region or financial market. Inaddition, governmental and quasi-governmental organiza-tions have taken a number of unprecedented actions designedto support the markets. Such conditions, events and actionsmay result in greater market risk.

� Master Limited Partnership Risk—The Fund’s invest-ments in securities of a Master Limited Partnership (“MLP”)involve risks that differ from investments in common stock,including risks related to limited control and limited rights tovote on matters affecting the MLP, risks related to potentialconflicts of interest between the MLP and the MLP’s generalpartner, cash flow risks, dilution risks and risks related to thegeneral partner’s right to require unitholders to sell theircommon units at an undesirable time or price, resulting fromregulatory changes or other reasons. Certain MLP securitiesmay trade in lower volumes due to their smaller capital-izations. Accordingly, those MLPs may be subject to moreabrupt or erratic price movements and may lack sufficientmarket liquidity to enable the Fund to effect sales at anadvantageous time or without a substantial drop in price.Investment in those MLPs may restrict the Fund’s ability totake advantage of other investment opportunities. MLPs aregenerally considered interest rate sensitive investments.During periods of interest rate volatility, these investmentsmay not provide attractive returns.

To the extent a distribution received by the Fund from anMLP is treated as a return of capital, the Fund’s adjusted taxbasis in the interests of the MLP may be reduced, which willresult in an increase in an amount of income or gain (ordecrease in the amount of loss) that will be recognized by theFund for tax purposes upon the sale of any such interests orupon subsequent distributions in respect of such interests.

Furthermore, any return of capital distribution received fromthe MLP may require the Fund to restate the character of itsdistributions and amend any shareholder tax reportingpreviously issued. Moreover, a change in current tax law, ora change in the underlying business mix of a given MLP,could result in an MLP being treated as a corporation forU.S. federal income tax purposes, which could result in areduction of the value of the Fund’s investment in the MLPand lower income to the Fund.

� Mid-Cap and Small-Cap Risk—The securities of mid-capitalization and small-capitalization companies involvegreater risks than those associated with larger, more estab-lished companies and may be subject to more abrupt orerratic price movements. Securities of such issuers may lacksufficient market liquidity to enable the Fund to effect salesat an advantageous time or without a substantial drop in

9

price. Both mid-capitalization and small-capitalizationcompanies often have narrower markets and more limitedmanagerial and financial resources than larger, more estab-lished companies. As a result, their performance can be morevolatile and they face greater risk of business failure, whichcould increase the volatility of the Fund’s portfolio.Generally, the smaller the company size, the greater theserisks become.

� NAV Risk—The net asset value of the Fund and the value ofyour investment will fluctuate.

� Non-Investment Grade Fixed Income SecuritiesRisk—Non-investment grade fixed income securities andunrated securities of comparable credit quality (commonlyknown as “junk bonds”) are considered speculative and aresubject to the increased risk of an issuer’s inability to meetprincipal and interest payment obligations. These securitiesmay be subject to greater price volatility due to such factorsas specific issuer developments, interest rate sensitivity,negative perceptions of the junk bond markets generally andless liquidity.

� Portfolio Turnover Rate Risk—The Fund may engage inactive and frequent trading of portfolio securities to achieveits principal investment strategy. A high rate of portfolioturnover (100% or more) involves correspondingly greaterexpenses which must be borne by the Fund and itsshareholders.

� REIT Risk—Risks associated with investments such asREITs in the real estate industry include, among others:possible declines in the value of real estate; risks related togeneral and local economic conditions; possible lack ofavailability of mortgage financing, variations in rentalincome, neighborhood values or the appeal of property totenants; interest rates; overbuilding; extended vacancies ofproperties; increases in competition, property taxes andoperating expenses; and changes in zoning laws. Investing inREITs involves certain unique risks in addition to those risksassociated with investing in the real estate industry ingeneral. REITs whose underlying properties are concentratedin a particular industry or geographic region are also subjectto risks affecting such industries and regions. The securitiesof REITs involve greater risks than those associated withlarger, more established companies and may be subject tomore abrupt or erratic price movements because of interestrate changes, economic conditions and other factors. REITsmay also fail to qualify for tax free pass-through of incomeor may fail to maintain their exemptions from investmentcompany registration. Securities of such issuers may lacksufficient market liquidity to enable the Fund to effect salesat an advantageous time or without a substantial drop inprice.

� Stock Risk—Stock prices have historically risen and fallenin periodic cycles. U.S. and foreign stock markets haveexperienced periods of substantial price volatility in the pastand may do so again in the future. Stock price may fluctuatefrom time to time in response to the activities of individualcompanies and in response to general market and economicconditions. Individual companies may report poor results orbe negatively affected by industry and/or economic trendsand developments, and the stock prices of such companiesmay suffer a decline in response.

� U.S. Government Securities Risk—The U.S. governmentmay not provide financial support to U.S. governmentagencies, instrumentalities or sponsored enterprises if it isnot obligated to do so by law. U.S. Government Securitiesissued by those agencies, instrumentalities and sponsoredenterprises, including those issued by the Federal NationalMortgage Association (“Fannie Mae”), Federal Home LoanMortgage Corporation (“Freddie Mac”) and the FederalHome Loan Banks, are neither issued nor guaranteed by theU.S. Treasury and, therefore, are not backed by the full faithand credit of the United States. The maximum potentialliability of the issuers of some U.S. Government Securitiesheld by the Fund may greatly exceed their current resources,including any legal right to support from the U.S. Treasury.It is possible that issuers of U.S. Government Securities willnot have the funds to meet their payment obligations in thefuture. Fannie Mae and Freddie Mac have been operatingunder conservatorship, with the Federal Housing FinanceAdministration (“FHFA”) acting as their conservator, sinceSeptember 2008. The entities are dependent upon thecontinued support of the U.S. Department of the Treasuryand FHFA in order to continue their business operations.These factors, among others, could affect the future statusand role of Fannie Mae and Freddie Mac and the value oftheir securities and the securities which they guarantee.Additionally, the U.S. government and its agencies andinstrumentalities do not guarantee the market values of theirsecurities, which may fluctuate.

More information about the Fund’s portfolio securities andinvestment techniques, and their associated risks, is provided inAppendix A. You should consider the investment risksdiscussed in this section and in Appendix A. Both are importantto your investment choice.

10

Service Providers

INVESTMENT ADVISER

Investment Adviser

Goldman Sachs Asset Management, L.P.200 West StreetNew York, New York 10282

GSAM has been registered as an investment adviser withthe SEC since 1990 and is an indirect, wholly-ownedsubsidiary of The Goldman Sachs Group, Inc. and an affiliateof Goldman Sachs & Co. LLC (“Goldman Sachs”). Foundedin 1869, The Goldman Sachs Group, Inc. is a publicly-heldfinancial holding company and a leading global investmentbanking, securities and investment management firm. As ofDecember 31, 2017, GSAM, including its investment advi-sory affiliates, had assets under supervision of approximately$1.29 trillion.

The Investment Adviser provides day-to-day adviceregarding the Fund’s portfolio transactions. The InvestmentAdviser makes the investment decisions for the Fund andplaces purchase and sale orders for the Fund’s portfoliotransactions in U.S. and foreign markets. As permitted byapplicable law, these orders may be directed to any executingbrokers, dealers, futures commission merchants or othercounterparties, including Goldman Sachs and its affiliates.While the Investment Adviser is ultimately responsible forthe management of the Fund, it is able to draw upon theresearch and expertise of its asset management affiliates forportfolio decisions and management with respect to certainportfolio securities. In addition, the Investment Adviser hasaccess to the research and certain proprietary technicalmodels developed by Goldman Sachs, (subject to legal,internal, regulatory and Chinese Wall restrictions) and willapply quantitative and qualitative analysis in determining theappropriate allocations among categories of issuers and typesof securities.

The Investment Adviser also performs the following addi-tional services for the Fund (to the extent not performed byothers pursuant to agreements with the Fund):� Supervises all non-advisory operations of the Fund� Provides personnel to perform necessary executive,

administrative and clerical services to the Fund� Arranges for the preparation of all required tax returns,

reports to shareholders, prospectuses and SAIs and otherreports filed with the SEC and other regulatory authorities

� Maintains the records of the Fund� Provides office space and all necessary office equipment

and services

An investment in the Fund may be negatively impactedbecause of the operational risks arising from factors such asprocessing errors and human errors, inadequate or failedinternal or external processes, failures in systems and

technology, changes in personnel, and errors caused by third-party service providers or trading counterparties. The use ofcertain investment strategies that involve manual or addi-tional processing, such as over-the-counter derivatives,increases these risks. Although the Fund attempts to mini-mize such failures through controls and oversight, it is notpossible to identify all of the operational risks that may affectthe Fund or to develop processes and controls thatcompletely eliminate or mitigate the occurrence of suchfailures. The Fund and its shareholders could be negativelyimpacted as a result.

From time to time, Goldman Sachs or its affiliates mayinvest “seed” capital in the Fund. These investments aregenerally intended to enable the Fund to commence invest-ment operations and achieve sufficient scale. Goldman Sachsand its affiliates may hedge the exposure of the seed capitalinvested in the Fund by, among other things, taking anoffsetting position in the benchmark of the Fund.

MANAGEMENT FEE AND OTHER EXPENSES

As compensation for its services and its assumption ofcertain expenses, the Investment Adviser is entitled to a fee,computed daily and payable monthly, at an annual rate listedbelow (as a percentage of the Fund’s average daily netassets):

Fund

ContractualManagement Fee

Annual RateAverage Daily

Net Assets

Actual Rate For theFiscal Year Ended

December 31, 2017*

Large CapValue

0.72% First $1 Billion 0.70%0.65% Next $1 Billion0.62% Next $3 Billion0.60% Next $3 Billion0.59% Over $8 Billion

* The Actual Rate may not correlate to the Contractual Management FeeAnnual Rate as a result of management fee waivers that may be in effectfrom time to time.

Prior to April 30, 2018, the management fee rate for the Fundwas 0.75% on the first $1 billion of average daily net assets,0.68% on the next $1 billion of average daily net assets,0.65% on the next $3 billion of average daily net assets,0.64% on the next $3 billion of average daily net assets and0.63% on amounts over $8 billion of average daily net assets.

The Investment Adviser has agreed to waive a portion of itsmanagement fee in order to achieve an effective netmanagement fee rate of 0.69% as an annual percentage rateof the Fund’s average daily net assets. This arrangement willremain in effect through at least April 30, 2019, and prior tosuch date, the Investment Adviser may not terminate thearrangement without the approval of the Board of Trustees.The management fee waiver may be modified or terminated

11

by the Investment Adviser at its discretion and withoutshareholder approval after such date, although the InvestmentAdviser does not presently intend to do so.

In addition to the management fee waiver described above,the Investment Adviser may waive an additional portion ofits management fees, including fees earned as the InvestmentAdviser to any of the affiliated funds in which the Fundinvests, from time to time, and may discontinue or modifyany such waiver in the future, consistent with the terms ofany fee waiver arrangement in place.

A discussion regarding the basis for the Board of Trustees’approval of the Management Agreement for the Fund in2017 is available in the Fund’s Semi-Annual report datedJune 30, 2017.

The Investment Adviser has agreed to reduce or limit “OtherExpenses” (excluding acquired fund fees and expenses,transfer agency fees and expenses, taxes, interest, brokeragefees, expenses of shareholder meetings, litigation andindemnification, and extraordinary expenses) to 0.004% ofthe Fund’s average daily net assets through at least April 30,2019, and prior to such date the Investment Adviser may notterminate the arrangement without the approval of the Boardof Trustees. The expense limitation may be modified orterminated by the Investment Adviser at its discretion andwithout shareholder approval after such date, although theInvestment Adviser does not presently intend to do so. TheFund’s “Other Expenses” may be further reduced by anycustody and transfer agency fee credits received by the Fund.

The Investment Adviser, distributor, and/or their affiliatesmay, from time to time, pay compensation from their ownassets (and not as an additional charge to the Fund) to partic-ipating insurance companies for administrative services thatsuch companies provide to their variable annuity and variablelife insurance contract owners who are invested in the Fundand for other purposes. In addition, the Investment Adviser,distributor, and/or their affiliates may pay compensationfrom their own assets (and not as an additional charge to theFund) to various securities dealers (including affiliates ofparticipating insurance companies) (“Intermediaries”) thatdistribute variable annuity contracts and/or variable lifeinsurance contracts of such companies in connection with thesale, distribution and/or servicing of such contracts. Such

payments are intended to compensate Intermediaries for,among other things: marketing shares of the Fund and otherGoldman Sachs Funds, which may consist of paymentsrelating to funds included on preferred or recommended fundlists or in certain sales programs from time to time sponsoredby the Intermediaries; access to the Intermediaries’ registeredrepresentatives or salespersons, including at conferences andother meetings; assistance in training and education ofpersonnel; marketing support; the provision of analytical orother data to the Investment Adviser or its affiliates relatingto sales of shares of the Fund and other Goldman SachsFunds and/or other specified services intended to assist in thedistribution and marketing of the Fund and other GoldmanSachs Funds, including provision of consultative services tothe Investment Adviser or its affiliates relating to marketingand/or sale of shares of the Fund and other Goldman SachsFunds. The payments may also, to the extent permitted byapplicable regulations, contribute to various non-cash andcash incentive arrangements to promote the sale of shares, aswell as sponsor various educational programs, sales contestsand/or promotions. The additional payments by the Invest-ment Adviser, distributor and/or their affiliates may alsocompensate Intermediaries for subaccounting, administrativeand/or shareholder processing services that are in addition tothe fees paid for these services by the Fund. The amount ofthese additional payments is normally not expected to exceed0.50% (annualized) of the amount sold or invested throughthe Intermediaries. Please refer to the “Payments to Inter-mediaries” section of the SAI for more information aboutthese payments.

The payments made by the Investment Adviser, distributorand/or their affiliates may differ for different participatinginsurance companies and Intermediaries. The presence ofthese payments and the basis on which an Intermediarycompensates its registered representatives or salespersonsmay create an incentive for a particular Intermediary, regis-tered representative, salesperson or participating insurancecompany to highlight, feature, offer or recommend the Fundbased, at least in part, on the level of compensation paid. Youshould contact your participating insurance company orIntermediary for more information about the payments theyreceive and any potential conflicts of interest.

12

SERVICE PROVIDERS

FUND MANAGERS

Fundamental Equity U.S. Equity Team

The individual jointly and primarily responsible for the day-to-day management of the Fund is listed below. The Fund’s portfoliomanagers’ individual responsibilities may differ and may include, among other things, security selection, asset allocation, riskbudgeting and general oversight of the management of the Fund’s portfolios.

Name and Title Fund Responsibility

YearsPrimarily

Responsible Five Year Employment History

Sean GallagherManaging DirectorCo-Chief Investment Officer,Fundamental Equity U.S. Equity

PortfolioManager—Large Cap Value

Since2001

Mr. Gallagher joined the Investment Adviser as a research analyst in May 2000. Hebecame a portfolio manager in December 2001. From October 1993 to May 2000, hewas a research analyst at Merrill Lynch Asset Management.

For information about portfolio manager compensation, otheraccounts managed by the portfolio managers and portfoliomanager ownership of securities in the Fund, see the SAI.

DISTRIBUTOR AND TRANSFER AGENT

Goldman Sachs, 200 West Street, New York, NY 10282,serves as the exclusive distributor (the “Distributor”) of theFund’s shares. Goldman Sachs, 71 South Wacker Drive,Chicago, IL 60606, also serves as the Fund’s transfer agent(the “Transfer Agent”) and, as such, performs variousshareholder servicing functions.

For its transfer agency services, Goldman Sachs is entitled toreceive a transfer agency fee equal, on an annualized basis, to0.02% of average daily net assets with respect to the Institu-tional Shares.

ACTIVITIES OF GOLDMAN SACHS AND ITS AFFILIATES ANDOTHER ACCOUNTS MANAGED BY GOLDMAN SACHS

The involvement of the Investment Adviser, Goldman Sachsand their affiliates in the management of, or their interest in,other accounts and other activities of Goldman Sachs maypresent conflicts of interest with respect to the Fund or limitthe Fund’s investment activities. Goldman Sachs is aworldwide, full service investment banking, broker dealer,asset management and financial services organization and amajor participant in global financial markets that provides awide range of financial services to a substantial and diversi-fied client base that includes corporations, financialinstitutions, governments and high-net-worth individuals. Assuch, it acts as an investor, investment banker, researchprovider, investment manager, financier, adviser, marketmaker, trader, prime broker, lender, agent and principal. Inthose and other capacities, Goldman Sachs advises clients inall markets and transactions and purchases, sells, holds andrecommends a broad array of investments, including secu-rities, derivatives, loans, commodities, currencies, credit

default swaps, indices, baskets and other financial instru-ments and products for its own account or for the accounts ofits customers and has other direct and indirect interests, inthe global fixed income, currency, commodity, equities, bankloans and other markets in which the Fund directly andindirectly invests. Thus, it is likely that the Fund will havemultiple business relationships with and will invest in,engage in transactions with, make voting decisions withrespect to, or obtain services from entities for whichGoldman Sachs performs or seeks to perform investmentbanking or other services. The Investment Adviser and/orcertain of its affiliates are the managers of the GoldmanSachs Funds. The Investment Adviser and its affiliates earnfees from this and other relationships with the Fund.Although these fees are generally based on asset levels, thefees are not directly contingent on Fund performance, andGoldman Sachs would still receive significant compensationfrom the Funds even if shareholders lose money. GoldmanSachs and its affiliates engage in proprietary trading andadvise accounts and funds which have investment objectivessimilar to those of the Fund and/or which engage in andcompete for transactions in the same types of securities,currencies and instruments as the Fund. Goldman Sachs andits affiliates will not have any obligation to make availableany information regarding their proprietary activities orstrategies, or the activities or strategies used for otheraccounts managed by them, for the benefit of the manage-ment of the Fund. The results of the Fund’s investmentactivities, therefore, may differ from those of GoldmanSachs, its affiliates and other accounts managed by GoldmanSachs, and it is possible that the Fund could sustain lossesduring periods in which Goldman Sachs and its affiliates andother accounts achieve significant profits on their trading forproprietary or other accounts. In addition, the Fund mayenter into transactions in which Goldman Sachs or its otherclients have an adverse interest. For example, the Fund maytake a long position in a security at the same time that

13

Goldman Sachs or other accounts managed by the Invest-ment Adviser take a short position in the same security (orvice versa). These and other transactions undertaken byGoldman Sachs, its affiliates or Goldman Sachs-advisedclients may, individually or in the aggregate, adverselyimpact the Fund. Transactions by one or more GoldmanSachs-advised clients or the Investment Adviser may havethe effect of diluting or otherwise disadvantaging the values,prices or investment strategies of the Fund. The Fund’sactivities may be limited because of regulatory restrictionsapplicable to Goldman Sachs and its affiliates, and/or theirinternal policies designed to comply with such restrictions.As a global financial services firm, Goldman Sachs alsoprovides a wide range of investment banking and financialservices to issuers of securities and investors in securities.Goldman Sachs, its affiliates and others associated with itmay create markets or specialize in, have positions in andaffect transactions in, securities of issuers held by the Fund,and may also perform or seek to perform investment bankingand financial services for those issuers. Goldman Sachs and

its affiliates may have business relationships with andpurchase or distribute or sell services or products from or todistributors, consultants or others who recommend the Fundor who engage in transactions with or for the Fund. For moreinformation about conflicts of interest, see the SAI.

Under a securities lending program approved by the Fund’sBoard of Trustees, the Fund may retain an affiliate of theInvestment Adviser to serve as a securities lending agent forthe Fund to the extent that the Fund engages in the securitieslending program. For these services, the lending agent mayreceive a fee from the Fund, including a fee based on thereturns earned on the Fund’s investments of the cashreceived as collateral for the loaned securities. The Board ofTrustees periodically reviews reports on portfolio securitiesloan transactions for which the affiliated lending agent hadacted as lending agent. The Fund may make brokerage andother payments to Goldman Sachs and its affiliates inconnection with the Fund’s portfolio investment transactions,in accordance with applicable law.

14

Distributions

Distributions from investment company taxable income anddistributions from net realized capital gains (if any) aredeclared and paid by the Fund at least annually. Over thecourse of the year, accrued and paid distributions will equalall or substantially all of the Fund’s investment companytaxable income and net realized capital gains. Alldistributions paid on Institutional Shares will be automati-cally reinvested in additional Institutional Shares of the Fund

at the NAV of such shares on the payment date, unless aninsurance company’s separate account is permitted to holdcash and elects to receive payment in cash. From time totime, a portion of the Fund’s distributions may constitute areturn of capital for tax purposes, and/or may includeamounts in excess of the Fund’s net investment income forthe period in accordance with generally accepted accountingprinciples (GAAP).

15

Shareholder Guide

The following section will provide you with answers to someof the most frequently asked questions regarding buying andselling the Fund’s Institutional Shares.

How Can I Purchase Or Sell Institutional Shares OfThe Fund?Institutional Shares of the Fund are not sold directly to thepublic. Instead, Fund shares are sold to separate accounts thatfund variable annuity and variable life insurance contractsissued by participating insurance companies. You maypurchase or sell (redeem) shares of the Fund through variableannuity contracts and variable life insurance policies offeredthrough the separate accounts. The variable annuity contractsand variable life insurance policies are described in theseparate prospectuses issued by the participating insurancecompanies. You should refer to those prospectuses forinformation on how to purchase a variable annuity contractor variable life insurance policy, how to select a specificFund as an investment option for your contract or policy andhow to redeem monies from the Fund.

The separate accounts of the participating insurance compa-nies place orders to purchase and redeem shares of the Fundbased on, among other things, the amount of premiumpayments to be invested and the amount of surrender andtransfer requests (as defined in the prospectus describing thevariable annuity contracts and variable life insurance policiesissued by the participating insurance companies) to beeffected on that day pursuant to variable annuity contractsand variable life insurance policies.

Shares of the Fund may be purchased by separate accounts ofboth affiliated and unaffiliated participating insurancecompanies in order to fund both variable annuity andvariable life insurance contracts, and also may be purchasedby qualified plans. This may present certain conflicts ofinterests among variable annuity owners, variable lifeinsurance policy owners and plan investors. The Trust’sBoard of Trustees will monitor the Trust for the existence ofany material irreconcilable conflict of interest. The Trustcurrently does not foresee any disadvantages to the holdersof variable annuity contracts and variable life insurancepolicies arising from the fact that interests of the holders ofvariable annuity contracts and variable life insurance policiesmay differ due to differences of tax treatment or otherconsiderations or due to conflicts among the participatinginsurance companies. If, however, a material irreconcilableconflict arises between the holders of variable annuitycontracts and variable life insurance policies of participatinginsurance companies, a participating insurance company maybe required to withdraw the assets allocable to some or all ofthe separate accounts from the Fund. Any such withdrawalcould disrupt orderly portfolio management to the potentialdetriment of such holders.

Shares of the Fund (and other existing and new funds thatmight be added to the Trust) may also be offered to:� Unregistered separate accounts of various participating

insurance companies through which variable annuitycontracts and variable life insurance policies are sold innon-public offerings.

� Unregistered separate accounts of various participatinginsurance companies through which variable annuitycontracts and variable life insurance policies are offeredexclusively to qualified pension and profit-sharing plansand/or certain governmental plans.

� Qualified pension and profit-sharing plans. The Trustdoes not currently anticipate offering shares directly tosuch plans.

In addition to Institutional Shares, the Fund offers anotherclass of shares. This other share class is subject to differentfees and expenses (which affect performance) and is entitledto different services than Institutional Shares. Informationregarding this other share class can be obtained fromGoldman Sachs by calling the number on the back cover ofthe Prospectus.

How Are Shares Priced?Institutional Shares of the Fund are purchased and sold at theFund’s next-determined NAV per share after the TransferAgent or a participating insurance company has received andaccepted the order in proper form. The class generallycalculates its NAV as follows:

NAV =(Value of Assets of the Class)

– (Liabilities of the Class)

Number of Outstanding Shares of the Class

The Fund’s investments for which market quotations arereadily available are valued at market value on the basis ofquotations provided by pricing services or securities dealers.If accurate quotations are not readily available, if the Fund’sfund accounting agent is unable for other reasons to facilitatepricing of individual securities or calculate the Fund’s NAV,or if the Investment Adviser believes that such quotations donot accurately reflect fair value, the fair value of the Fund’sinvestments may be determined in good faith under valuationprocedures established by the Board of Trustees. Thus, suchpricing may be based on subjective judgments and it ispossible that the prices resulting from such valuation proce-dures may differ materially from the value realized on a sale.Cases where there is no clear indication of the value of theFund’s investments include, among others, situations where asecurity or other asset or liability does not have a pricesource or a price is unavailable.

Equity securities listed on an exchange are generally valuedat the last available sale price on the exchange on which theyare principally traded. To the extent that the Fund invests in

16

SHAREHOLDER GUIDE

foreign equity securities, “fair value” prices will be providedby an independent third-party pricing (fair value) service inaccordance with the fair value procedures approved by theBoard of Trustees. Fair value prices are used because manyforeign markets operate at times that do not coincide withthose of the major U.S. markets. Events that could affect thevalues of foreign portfolio holdings may occur between theclose of the foreign market and the time of determining theNAV, and would not otherwise be reflected in the NAV.

Fixed income securities are generally valued on the basis ofprices (including evaluated prices) and quotations providedby pricing services or securities dealers. Pricing services mayuse matrix pricing or valuation models, which utilize certaininputs and assumptions, including, but not limited to, yield orprice with respect to comparable fixed income securities, todetermine current value.

Investments in other open-end registered investment compa-nies (if any), excluding investments in ETFs, are valuedbased on the NAV of those open-end registered investmentcompanies (which may use fair value pricing as discussed intheir prospectuses). Investments in ETFs will be valued at thelast sale price or official closing price on the exchange onwhich they are principally traded.

In addition, the Investment Adviser, consistent with itsprocedures and applicable regulatory guidance, may (butneed not) determine to make an adjustment to the previousclosing prices of either domestic or foreign securities in lightof significant events, to reflect what it believes to be the fairvalue of the securities at the time of determining the Fund’sNAV. Significant events that could affect a large number ofsecurities in a particular market may include, but are notlimited to: situations relating to one or more single issuers ina market sector; significant fluctuations in U.S. or foreignmarkets; market dislocations; market disruptions orunscheduled market closings; equipment failures; natural orman made disasters or acts of God; armed conflicts;governmental actions or other developments; as well as thesame or similar events which may affect specific issuers orthe securities markets even though not tied directly to thesecurities markets. Other significant events that could relateto a single issuer may include, but are not limited to: corpo-rate actions such as reorganizations, mergers and buy-outs;corporate announcements, including those relating to earn-ings, products and regulatory news; significant litigation;ratings downgrades; bankruptcies; and trading limits orsuspensions.

One effect of using an independent third-party pricing (fairvalue) service and fair valuation may be to reduce stalepricing arbitrage opportunities presented by the pricing ofFund shares. However, it involves the risk that the values

used by the Fund to price its investments may be differentfrom those used by other investment companies and investorsto price the same investments.

Please note the following with respect to the price at whichyour transactions are processed:

� NAV per share of each share class is generally calculatedby the Fund’s fund accounting agent on each business dayas of the close of regular trading on the New York StockExchange (normally 4:00 p.m. Eastern time) or such othertimes as the New York Stock Exchange or NASDAQmarket may officially close. Fund shares will generallynot be priced on any day the New York Stock Exchangeis closed.

� The Trust reserves the right to reprocess purchase(including dividend reinvestments), redemption andexchange transactions that were processed at a NAV thatis subsequently adjusted, and to recover amounts from (ordistribute amounts to) shareholders accordingly based onthe official closing NAV, as adjusted.

� The Trust reserves the right to advance the time by whichpurchase and redemption orders must be received forsame business day credit as otherwise permitted by theSEC.

Consistent with industry practice, investment transactions notsettling on the same day are recorded and factored into theFund’s NAV on the business day following trade date (T+1).The use of T+1 accounting generally does not, but may,result in a NAV that differs materially from the NAV thatwould result if all transactions were reflected on their tradedates.

Note: The time at which transactions and shares are pricedand the time by which orders must be received may bechanged in case of an emergency or if regular trading onthe New York Stock Exchange is stopped at a time otherthan its regularly scheduled closing time. In the event theNew York Stock Exchange does not open for business, theTrust may, but is not required to, open the Fund forpurchase, redemption and exchange transactions if theFederal Reserve wire payment system is open. To learnwhether the Fund is open for business during this situation,please call the appropriate phone number located on theback cover of the Prospectus.

Foreign securities may trade in their local markets on daysthe Fund is closed. As a result, if the Fund holds foreignsecurities, its NAV may be impacted on days when investorsmay not purchase or redeem Fund shares.

The Fund relies on various sources to calculate its NAV. Theability of the Fund’s fund accounting agent to calculate theNAV per share is subject to operational risks associated with

17

processing or human errors, systems or technology failures,cyber attacks, and errors caused by third party serviceproviders, data sources, or trading counterparties. Suchfailures may result in delays in the calculation of the Fund’sNAV and/or the inability to calculate NAV over extendedtime periods. The Fund may be unable to recover any lossesassociated with such failures. In addition, if the third partyservice providers and/or data sources upon which the Funddirectly or indirectly relies to calculate its NAV or priceindividual securities are unavailable or otherwise unable tocalculate the NAV correctly, it may be necessary for alter-native procedures to be utilized to price the securities at thetime of determining the Fund’s NAV.

Do I Have To Pay Any Fees When Purchasing OrSelling Institutional Shares Of The Fund?The Fund does not charge any fees when it sells or redeemsits shares. Surrender charges, mortality and expense risk feesand other charges may be assessed by participating insurancecompanies under the variable annuity contracts or variablelife insurance policies. These fees should be described in theparticipating insurance companies’ prospectuses.

What Else Should I Know About Institutional SharePurchases And Redemptions?The Trust reserves the right to:� Suspend the right of redemption under certain extra-

ordinary circumstances in accordance with the rules of theSEC.

� Suspend the offering of shares for a period of time.� Reject any purchase order.� Close the Fund to new investors from time to time and

reopen the Fund whenever it is deemed appropriate by theFund’s Investment Adviser.

� Pay redemptions by a distribution in-kind of securities(instead of cash). If you receive redemption proceeds in-kind, you should expect to incur transaction costs uponthe disposition of those securities. In addition, if youreceive redemption proceeds in-kind, you will be subjectto market gains or losses upon the disposition of thosesecurities.

The Fund will be deemed to have received an order forpurchase, redemption or exchange of Fund Shares when theorder is accepted in proper form by the Transfer Agent or aparticipating insurance company on a business day, and theorder will be priced at the Fund’s current NAV per sharenext determined after such acceptance. Participatinginsurance companies may have different requirementsregarding what constitutes proper form for trade instructions.Please contact the participating insurance company for moreinformation.

Shares of the Fund are only registered for sale in the UnitedStates and certain of its territories. Generally, shares of theFund will only be offered or sold to “U.S. persons” and allofferings or other solicitation activities will be conductedwithin the United States in accordance with the rules andregulations of the Securities Act of 1933, as amended.

Orders received by the Trust are only processed on businessdays. The separate accounts purchase and redeem shares ofthe Fund at the Fund’s NAV per share calculated as of theday an order is received by the insurance company althoughsuch purchases and redemptions may be executed the nextmorning. Redemption proceeds paid by wire transfer willnormally be wired in federal funds on the business day onwhich the Trust receives actual notice of the redemptionorder, but may be paid up to two business days after receiptof actual notice of the order.

The Fund typically expects to meet redemption requests byusing holdings of cash or cash equivalents and/or proceedsfrom the sale of portfolio holdings. In addition, understressed market conditions, as well as for other temporary oremergency purposes, the Fund may distribute redemptionproceeds in-kind (instead of cash), access a line of credit oroverdraft facility, or borrow through other sources to meetredemption requests.

Notwithstanding the foregoing, the Trust and Goldman Sachsreserve the right to reject or restrict purchase or exchangerequests from any investor. The Trust and Goldman Sachswill not be liable for any loss resulting from rejectedpurchase or exchange orders.

What Types Of Reports Will I Be Sent RegardingInvestments In The Fund?As a holder of a variable annuity contract or variable lifeinsurance policy, you will receive annual shareholder reportscontaining audited financial statements and semi-annualshareholder reports from your participating insurancecompany.

What Are The Fund’s Voting Procedures?Participating insurance companies, not the owners of thevariable annuity contracts or variable life insurance policiesor participants therein, are shareholders of the Fund. To theextent required by law:� The participating insurance companies will vote Fund

shares held in the separate accounts in a mannerconsistent with timely voting instructions received fromthe holders of variable annuity contracts and variable lifeinsurance policies.

� The participating insurance companies will vote Fundshares held in the separate accounts for which no timelyinstructions are received from the holders of variableannuity contracts and variable life insurance policies, as

18

SHAREHOLDER GUIDE

well as shares they own, in the same proportion as thoseshares for which voting instructions are received.

It is anticipated that Fund shares held by unregistered sepa-rate accounts or qualified plans generally will be voted for oragainst any proposition in the same proportion as all otherFund shares are voted unless the unregistered separateaccount’s participating insurance company or the plan makesother arrangements.

Additional information concerning voting rights of the partic-ipants in the separate accounts is more fully set forth in theprospectus relating to those accounts issued by theparticipating insurance companies.

RESTRICTIONS ON EXCESSIVE TRADING PRACTICES

Policies and Procedures on Excessive TradingPractices. In accordance with the policy adopted by theBoard of Trustees, the Trust discourages frequent purchasesand redemptions of Fund shares and does not permit markettiming or other excessive trading practices. Purchases andexchanges should be made with a view to longer-terminvestment purposes only that are consistent with theinvestment policies and practices of the Fund. Excessive,short-term (market timing) trading practices may disruptportfolio management strategies, increase brokerage andadministrative costs, harm Fund performance and result indilution in the value of Fund shares held by longer-termshareholders. The Trust and Goldman Sachs reserve the rightto reject or restrict purchase or exchange requests from anyparticipating insurance company or other investor. The Trustand Goldman Sachs will not be liable for any loss resultingfrom rejected purchase or exchange orders. To minimizeharm to the Trust and its shareholders (or Goldman Sachs),the Trust (or Goldman Sachs) will exercise this right if, in theTrust’s (or Goldman Sachs’) judgment, an investor has ahistory of excessive trading or if an investor’s trading, in thejudgment of the Trust (or Goldman Sachs), has been or maybe disruptive to the Fund. In making this judgment, tradesexecuted in multiple accounts under common ownership orcontrol may be considered together to the extent they can beidentified. No waivers of the provisions of the policy estab-lished to detect and deter market timing and other excessivetrading activity are permitted that would harm the Trust or itsshareholders or would subordinate the interests of the Trustor its shareholders to those of Goldman Sachs or any affili-ated person or associated person of Goldman Sachs.

To deter excessive shareholder trading, certain GoldmanSachs Funds offered in other prospectuses impose aredemption fee on redemptions made within 30 or 60 days ofpurchase subject to certain exceptions as described in thoseGoldman Sachs Funds’ prospectuses. As a further deterrent

to excessive trading, many foreign equity securities held bythe Goldman Sachs Funds are priced by an independentpricing service using fair valuation. For more information onfair valuation, please see “How Are Shares Priced?”

Pursuant to the policy adopted by the Board of Trustees ofthe Trust, Goldman Sachs has developed criteria that it usesto identify trading activity that may be excessive. Excessivetrading activity in the Fund is measured by the number of“round trip” transactions in a shareholder’s account. A“round trip” includes a purchase or exchange into the Fundfollowed or preceded by a redemption or exchange out of thesame Fund. If the Fund detects that a shareholder hascompleted two or more round trip transactions in a singleFund within a rolling 90-day period, the Fund may reject orrestrict subsequent purchase or exchange orders by thatshareholder permanently. In addition, the Fund may, in itssole discretion, permanently reject or restrict purchase orexchange orders by a shareholder if the Fund detects othertrading activity that is deemed to be disruptive to themanagement of the Fund or otherwise harmful to the Fund.For purposes of these transaction surveillance procedures, theFund may consider trading activity in multiple accountsunder common ownership, control, or influence. A share-holder that has been restricted from participation in the Fundpursuant to this policy will be allowed to apply for reentryafter one year. A shareholder applying for re-entry mustprovide assurances acceptable to the Fund that the share-holder will not engage in excessive trading activities in thefuture.

Goldman Sachs may modify its surveillance procedures andcriteria from time to time without prior notice regarding thedetection of excessive trading or to address specific circum-stances. Goldman Sachs will apply the criteria in a mannerthat, in Goldman Sachs’ judgment, will be uniform.

Fund shares are generally held through omnibus arrange-ments maintained by participating insurance companies orother intermediaries. Omnibus accounts include multipleinvestors and such accounts typically provide the Fund witha net purchase or redemption request on any given day wherethe purchases and redemptions of Fund shares by theinvestors shares are netted against one another. The identityof individual investors whose purchase and redemptionorders are aggregated are ordinarily not tracked by the Fundon a regular basis. A number of these insurance companies orfinancial intermediaries may not have the capability or maynot be willing or legally able to apply the Fund’s markettiming policies. While Goldman Sachs may monitor shareturnover at the omnibus account level, the Fund’s ability tomonitor and detect market timing by investors in theseomnibus accounts may be limited in certain circumstances,and certain of these insurance companies or financial

19

intermediaries may charge the Fund a fee for providingcertain shareholder financial information requested as part ofthe Fund’s surveillance process. The netting effect makes itmore difficult to identify, locate and eliminate market timingactivities. In addition, those investors who engage in markettiming and other excessive trading activities may employ avariety of techniques to avoid detection. There can be noassurance that the Fund and Goldman Sachs will be able toidentify all those who trade excessively or employ a markettiming strategy, and curtail their trading in every instance. Ifnecessary, the Trust may prohibit additional purchases of

Fund shares by a participating insurance company or interme-diary or by certain of their customers. Insurance companiesand intermediaries may also monitor their customers’ tradingactivities in the Fund. The criteria used by insurance compa-nies or intermediaries to monitor for excessive trading maydiffer from the criteria used by the Fund. If an insurancecompany or intermediary fails to cooperate in theimplementation or enforcement of the Trust’s excessivetrading policies, the Trust may take certain actions includingterminating the relationship.

20

Taxation

The Fund is treated as a separate corporate entity for federaltax purposes. The Fund has elected to be treated as a regu-lated investment company and intends to qualify for suchtreatment for each taxable year under Subchapter M ofSubtitle A, Chapter 1 of the Internal Revenue Code of 1986,as amended (the “Code”). In addition, the Fund intends toqualify under the Code with respect to the diversificationrequirements related to variable contracts. Provided that theFund and a separate account investing in the Fund satisfyapplicable tax requirements, the Fund will not be subject to

federal tax and any distributions from the Fund to the sepa-rate account will be exempt from current federal incometaxation to the extent that such distributions accumulate in avariable annuity contract or a variable life insurance contract.

Persons investing in variable annuity or variable lifeinsurance contracts should refer to the prospectuses withrespect to such contracts for further information regardingthe tax treatment of the contracts and the separate accounts inwhich the contracts are invested.

21

Appendix AAdditional Information on Portfolio Risks,Securities and Techniques

A. GENERAL PORTFOLIO RISKS

The Fund will be subject to the risks associated with equityinvestments. “Equity investments” may include commonstocks, preferred stocks, interests in REITs, convertible debtobligations, convertible preferred stocks, equity interests intrusts, partnerships, joint ventures, limited liability compa-nies and similar enterprises, MLPs, other investmentcompanies (including ETFs), warrants, stock purchase rightsand synthetic and derivative instruments (such as swaps andfutures contracts) that have economic characteristics similarto equity securities. In general, the values of equity invest-ments fluctuate in response to the activities of individualcompanies and in response to general market and economicconditions. Accordingly, the values of the equity investmentsthat the Fund holds may decline over short or extendedperiods. The stock markets tend to be cyclical, with periodswhen stock prices generally rise and periods when pricesgenerally decline. This volatility means that the value of yourinvestment in the Fund may increase or decrease. In recentyears, certain stock markets have experienced substantialprice volatility. To the extent the Fund’s net assets decreaseor increase in the future due to price volatility or shareredemption or purchase activity, the Fund’s expense ratiomay correspondingly increase or decrease from the expenseratio disclosed in the Prospectus.

To the extent the Fund invests in pooled investment vehicles(including investment companies and ETFs) and REITs, theFund will be affected by the investment policies, practicesand performance of such entities in direct proportion to theamount of assets the Fund invests therein.

To the extent it invests in fixed income securities, the Fundwill also be subject to the risks associated with fixed incomesecurities. These risks include interest rate risk, credit/defaultrisk and call/extension risk. In general, interest rate riskinvolves the risk that when interest rates decline, the marketvalue of fixed income securities tends to increase (althoughmany mortgage-related securities will have less potentialthan other debt securities for capital appreciation duringperiods of declining rates). Conversely, when interest ratesincrease, the market value of fixed income securities tends todecline. Credit/default risk involves the risk that an issuer orguarantor could default on its obligations, and the Fund willnot recover its investment. Call risk and extension risk arenormally present in mortgage-backed securities and asset-backed securities. For example, homeowners have the optionto prepay their mortgages. Therefore, the duration of asecurity backed by home mortgages can either shorten (callrisk) or lengthen (extension risk). In general, if interest rates

on new mortgage loans fall sufficiently below the interestrates on existing outstanding mortgage loans, the rate ofprepayment would be expected to increase. Conversely, ifmortgage loan interest rates rise above the interest rates onexisting outstanding mortgage loans, the rate of prepaymentwould be expected to decrease. In either case, a change in theprepayment rate can result in losses to investors. The samewould be true of asset-backed securities, such as securitiesbacked by car loans.

A rising interest rate environment could cause the value ofthe Fund’s fixed income securities to decrease, and fixedincome markets to experience increased volatility in additionto heightened levels of liquidity risk. Additionally, decreasesin the value of fixed income securities could lead toincreased shareholder redemptions, which could impair theFund’s ability to achieve its investment objective. The risksassociated with increasing interest rates are heightened giventhat interest rates are near historic lows, but may be expectedto increase in the future with unpredictable effects on themarkets and the Fund’s investments.

The Fund may invest in non-investment grade fixed incomesecurities (commonly known as “junk bonds”), which arerated below investment grade (or determined to be ofcomparable credit quality, if not rated) at the time ofpurchase and are therefore considered speculative. Becausenon-investment grade fixed income securities are issued byissuers with low credit ratings, they pose a greater risk ofdefault than investment grade securities.

The Investment Adviser will not consider the portfolioturnover rate a limiting factor in making investment deci-sions for the Fund. A high rate of portfolio turnover (100%or more) involves correspondingly greater expenses whichmust be borne by the Fund and its shareholders. Theportfolio turnover rate is calculated by dividing the lesser ofthe dollar amount of sales or purchases of portfolio securitiesby the average monthly value of the Fund’s portfolio secu-rities, excluding securities having a maturity at the date ofpurchase of one year or less. See “Financial Highlights” inAppendix B for a statement of the Fund’s historical portfolioturnover rates.

The Fund may, from time to time, enter into arrangementswith certain brokers or other counterparties that require thesegregation of collateral. For operational, cost or otherreasons, when setting up arrangements relating to theexecution/clearing of trades, the Fund may choose to select asegregation model that may not be the most protective optionavailable in the case of a default by a broker or counterparty.

22

APPENDIX A

The following sections provide further information on certaintypes of securities and investment techniques that may beused by the Fund, including their associated risks. Additionalinformation is provided in the SAI, which is available uponrequest. Among other things, the SAI describes certainfundamental investment restrictions that cannot be changedwithout shareholder approval. You should note, however, thatall investment objectives and all investment policies notspecifically designated as fundamental are non-fundamentaland may be changed without shareholder approval. If there isa change in the Fund’s investment objective, you shouldconsider whether the Fund remains an appropriate investmentin light of your then current financial position and needs.

B. OTHER PORTFOLIO RISKS

Risks of Derivative Investments. The Fund may invest,to the extent consistent with its investment policies, inderivative instruments, including without limitation, options,futures, forwards, swaps, options on swaps, structuredsecurities and other derivative instruments. Derivatives maybe used for both hedging and nonhedging purposes (that is,to seek to increase total return), although suitable derivativeinstruments may not always be available to the InvestmentAdviser for these purposes. Losses from derivativeinstruments can result from a lack of correlation betweenchanges in the value of derivative instruments and theportfolio assets (if any) being hedged, the potential illiquidityof the markets for derivative instruments, the failure of thecounterparty to perform its contractual obligations, or therisks related to leverage factors associated with suchtransactions. Derivatives are also subject to risks arising frommargin requirements, which include the risk that the Fundwill be required to pay additional margin or set asideadditional collateral to maintain open derivatives positionsand the risk of loss by the Fund of margin deposits in theevent of the bankruptcy or other similar insolvency withrespect to a broker or counterparty with whom the Fund hasan open derivative position. Losses may also arise if theFund receives cash collateral under the transactions and someor all of that collateral is invested in the market. To theextent that cash collateral is so invested, such collateral willbe subject to market depreciation or appreciation, and theFund may be responsible for any loss that might result fromits investment of the counterparty’s cash collateral. If cashcollateral is not invested, the Fund may be exposed toadditional risk of loss in the event of the insolvency of itscustodian holding such collateral. The use of thesemanagement techniques also involves the risk of loss if theInvestment Adviser is incorrect in its expectation of the

timing or level of fluctuations in securities prices, interestrates, currency prices or other variables. Investments inderivative instruments may be harder to value, subject togreater volatility and more likely subject to changes in taxtreatment than other investments. For these reasons, theInvestment Adviser’s attempts to hedge portfolio risksthrough the use of derivative instruments may not besuccessful, and the Investment Adviser may choose not tohedge portfolio risks. Using derivatives for nonhedgingpurposes presents greater risk of loss than derivatives usedfor hedging purposes.

Risks of Investing in Mid-Capitalization and Small-Capitalization Companies. The securities of mid-capitalization and small capitalization companies, involvegreater risks than those associated with larger, more estab-lished companies and may be subject to more abrupt orerratic price movements. Securities of such issuers may lacksufficient market liquidity to enable the Fund to effect salesat an advantageous time or without a substantial drop inprice. Both mid-capitalization and small-capitalizationcompanies often have narrower markets and more limitedmanagerial and financial resources than larger, more estab-lished companies. As a result, their performance can be morevolatile and they face greater risk of business failure, whichcould increase the volatility of the Fund’s portfolio.Generally, the smaller the company size, the greater theserisks become.

Risks of Foreign Investments. The Fund may makeforeign investments. Foreign investments involve specialrisks that are not typically associated with U.S. dollardenominated or quoted securities of U.S. issuers. Foreigninvestments may be affected by changes in currency rates,changes in foreign or U.S. laws or restrictions applicable tosuch investments and changes in exchange control regu-lations (e.g., currency blockage). A decline in the exchangerate of the currency (i.e., weakening of the currency againstthe U.S. dollar) in which a portfolio security is quoted ordenominated relative to the U.S. dollar would reduce thevalue of the portfolio security. In addition, if the currency inwhich the Fund receives dividends, interest or otherpayments declines in value against the U.S. dollar beforesuch income is distributed as dividends to shareholders orconverted to U.S. dollars, the Fund may have to sell portfoliosecurities to obtain sufficient cash to pay such dividends.

Certain foreign markets may rely heavily on particularindustries or foreign capital and are more vulnerable todiplomatic developments, the imposition of economic sanc-tions against a particular country or countries, organizations,

23

entities and/or individuals, changes in international tradingpatterns, trade barriers, and other protectionist or retaliatorymeasures. International trade barriers or economic sanctionsagainst foreign countries, organizations, entities and/orindividuals may adversely affect the Fund’s foreign holdingsor exposures.

Brokerage commissions, custodial services and other costsrelating to investment in international securities marketsgenerally are more expensive than in the United States. Inaddition, clearance and settlement procedures may bedifferent in foreign countries and, in certain markets, suchprocedures have been unable to keep pace with the volume ofsecurities transactions, thus making it difficult to conductsuch transactions.

Foreign issuers are not generally subject to uniformaccounting, auditing and financial reporting standardscomparable to those applicable to U.S. issuers. There may beless publicly available information about a foreign issuerthan about a U.S. issuer. In addition, there is generally lessgovernment regulation of foreign markets, companies andsecurities dealers than in the United States, and the legalremedies for investors may be more limited than theremedies available in the United States. Foreign securitiesmarkets may have substantially less volume thanU.S. securities markets and securities of many foreign issuersare less liquid and more volatile than securities ofcomparable domestic issuers. Furthermore, with respect tocertain foreign countries, there is a possibility of nationaliza-tion, expropriation or confiscatory taxation, imposition ofwithholding or other taxes on dividend or interest payments(or, in some cases, capital gains distributions), limitations onthe removal of funds or other assets from such countries, andrisks of political or social instability or diplomatic develop-ments which could adversely affect investments in thosecountries.

Certain foreign investments may become less liquid inresponse to social, political or market developments oradverse investor perceptions, or become illiquid afterpurchase by the Fund, particularly during periods of marketturmoil. Certain foreign investments may become illiquidwhen, for instance, there are few, if any, interested buyersand sellers or when dealers are unwilling to make a marketfor certain securities. When the Fund holds illiquid invest-ments, its portfolio may be harder to value, especially inchanging markets.

If the Fund focuses its investments in one or a few countriesand currencies it will subject the Fund to greater risks than ifthe Fund’s assets were not geographically focused.

Investments in foreign securities may take the form ofsponsored and unsponsored American Depositary Receipts(“ADRs”), European Depositary Receipts (“EDRs”), GlobalDepositary Receipts (“GDRs”) or other similar instrumentsrepresenting securities of foreign issuers. ADRs, GDRs andEDRs represent the right to receive securities of foreignissuers deposited in a bank or other depository. ADRs andcertain GDRs are traded in the United States. GDRs may betraded in either the United States or in foreign markets.EDRs are traded primarily outside of the United States.Prices of ADRs are quoted in U.S. dollars. EDRs and GDRsare not necessarily quoted in the same currency as theunderlying security.

Risks of Emerging Countries. The Fund may invest insecurities of issuers located in emerging countries. The risksof foreign investment are heightened when the issuer islocated in an emerging country. Emerging countries aregenerally located in Africa, Asia, the Middle East, Easternand Central Europe, and Central and South America. TheFund’s purchase and sale of portfolio securities in certainemerging countries may be constrained by limitationsrelating to daily changes in the prices of listed securities,periodic trading or settlement volume and/or limitations onaggregate holdings of foreign investors. Such limitations maybe computed based on the aggregate trading volume by orholdings of the Fund, the Investment Adviser, its affiliatesand their respective clients and other service providers. TheFund may not be able to sell securities in circumstanceswhere price, trading or settlement volume limitations havebeen reached.

Foreign investment in the securities markets of certainemerging countries is restricted or controlled to varyingdegrees which may limit investment in such countries orincrease the administrative costs of such investments. Forexample, certain Asian countries require governmentalapproval prior to investments by foreign persons or limitinvestment by foreign persons to only a specified percentageof an issuer’s outstanding securities or a specific class ofsecurities which may have less advantageous terms(including price) than securities of the issuer available forpurchase by nationals. In addition, certain countries mayrestrict or prohibit investment opportunities in issuers orindustries deemed important to national interests. Suchrestrictions may affect the market price, liquidity and rightsof securities that may be purchased by the Fund. The repa-triation of investment income, capital or proceeds of secu-rities sales from certain emerging countries is subject torestrictions such as the need for governmental consents,which may make it difficult for the Fund to invest in such

24

APPENDIX A

emerging countries. The Fund could be adversely affected bydelays in, or a refusal to grant, any required governmentalapproval for such repatriation. In situations where a countryrestricts direct investment in securities (which may occur incertain Asian and other countries), the Fund may invest insuch countries through other investment funds in suchcountries.

Many emerging countries have experienced currency devalua-tions and substantial (and, in some cases, extremely high)rates of inflation. Other emerging countries have experiencedeconomic recessions. These circumstances have had anegative effect on the economies and securities markets ofsuch emerging countries. Economies in emerging countriesgenerally are dependent heavily upon commodity prices andinternational trade and, accordingly, have been and maycontinue to be affected adversely by the economies of theirtrading partners, trade barriers, exchange controls, managedadjustments in relative currency values and otherprotectionist measures imposed or negotiated by the coun-tries with which they trade.

Many emerging countries are subject to a substantial degreeof economic, political and social instability. Governments ofsome emerging countries are authoritarian in nature or havebeen installed or removed as a result of military coups, whilegovernments in other emerging countries have periodicallyused force to suppress civil dissent. Disparities of wealth, thepace and success of democratization, and ethnic, religiousand racial disaffection, among other factors, have also led tosocial unrest, violence and/or labor unrest in some emergingcountries. Unanticipated political or social developmentsmay result in sudden and significant investment losses.Investing in emerging countries involves greater risk of lossdue to expropriation, nationalization, confiscation of assetsand property or the imposition of restrictions on foreigninvestments and on repatriation of capital invested. As anexample, in the past some Eastern European governmentshave expropriated substantial amounts of private property,and many claims of the property owners have never beenfully settled. There is no assurance that similar expropria-tions will not occur in other countries.

The Fund’s investment in emerging countries may also besubject to withholding or other taxes, which may besignificant and may reduce the return to the Fund from aninvestment in issuers in such countries.

Settlement procedures in emerging countries are frequentlyless developed and reliable than those in the United Statesand may involve the Fund’s delivery of securities beforereceipt of payment for their sale. In addition, significant

delays may occur in certain markets in registering thetransfer of securities. Settlement or registration problemsmay make it more difficult for the Fund to value its portfoliosecurities and could cause the Fund to miss attractiveinvestment opportunities, to have a portion of its assetsuninvested or to incur losses due to the failure of a counter-party to pay for securities the Fund has delivered or theFund’s inability to complete its contractual obligationsbecause of theft or other reasons.

The creditworthiness of the local securities firms used by theFund in emerging countries may not be as sound as thecreditworthiness of firms used in more developed countries.As a result, the Fund may be subject to a greater risk of lossif a securities firm defaults in the performance of itsresponsibilities.

The small size and inexperience of the securities markets incertain emerging countries and the limited volume of tradingin securities in those countries may make the Fund’s invest-ments in such countries less liquid and more volatile thaninvestments in countries with more developed securitiesmarkets (such as the United States, Japan and most WesternEuropean countries). The Fund’s investments in emergingcountries are subject to the risk that the liquidity of a partic-ular investment, or investments generally, in such countrieswill shrink or disappear suddenly and without warning as aresult of adverse economic, market or political conditions oradverse investor perceptions, whether or not accurate.Because of the lack of sufficient market liquidity, the Fundmay incur losses because it will be required to effect sales ata disadvantageous time and only then at a substantial drop inprice. Investments in emerging countries may be moredifficult to value precisely because of the characteristicsdiscussed above and lower trading volumes.

The Fund’s use of foreign currency management techniquesin emerging countries may be limited. The InvestmentAdviser anticipates that a significant portion of the Fund’scurrency exposure in emerging countries may not be coveredby those techniques.

Foreign Custody Risk. The Fund may hold foreign secu-rities and cash with foreign banks, agents, and securitiesdepositories appointed by the Fund’s custodian (each a“Foreign Custodian”). Some Foreign Custodians may berecently organized or new to the foreign custody business. Insome countries, Foreign Custodians may be subject to littleor no regulatory oversight over or independent evaluation oftheir operations. Further, the laws of certain countries mayplace limitations on the Fund’s ability to recover its assets ifa Foreign Custodian enters bankruptcy. Investments in

25

emerging markets may be subject to even greater custodyrisks than investments in more developed markets. Custodyservices in emerging market countries are very oftenundeveloped and may be considerably less well regulatedthan in more developed countries, and thus may not affordthe same level of investor protection as would apply indeveloped countries.

Risks of Illiquid Securities. The Fund may invest up to15% of its net assets in illiquid securities which cannot bedisposed of in seven days in the ordinary course of businessat approximately the price at which the Fund values theinvestment. Illiquid securities in which the Fund may investinclude:� Both domestic and foreign securities that are not readily

marketable� Repurchase agreements and time deposits with a notice or

demand period of more than seven days� Certain over-the-counter options� Certain structured securities and swap transactions� Certain restricted securities, unless it is determined, based

upon a review of the trading markets for a specificrestricted security, that such restricted security is liquidbecause it is so called “4(2) commercial paper” or isotherwise eligible for resale pursuant to Rule 144A underthe Securities Act of 1933 (“144A Securities”).

Investing in 144A Securities may decrease the liquidity ofthe Fund’s portfolio to the extent that qualified institutionalbuyers become for a time uninterested in purchasing theserestricted securities. The purchase price and subsequentvaluation of restricted and illiquid securities normally reflecta discount, which may be significant, from the market priceof comparable securities for which a liquid market exists.

Investments purchased by the Fund, particularly debt secu-rities and over-the-counter traded instruments, that are liquidat the time of purchase may subsequently become illiquiddue to events relating to the issuer of the securities, marketevents, economic conditions or investor perceptions.Domestic and foreign markets are becoming more and morecomplex and interrelated, so that events in one sector of themarket or the economy, or in one geographical region, canreverberate and have negative consequences for othermarket, economic or regional sectors in a manner that maynot be reasonably foreseen. With respect to over-the-countertraded securities, the continued viability of any over-the-counter secondary market depends on the continued willing-ness of dealers and other participants to purchase theinstruments.

If one or more instruments in the Fund’s portfolio becomeilliquid, the Fund may exceed its 15% limitation in illiquidinstruments. In the event that changes in the portfolio orother external events cause the investments in illiquidinstruments to exceed 15% of the Fund’s Net Assets, theFund must take steps to bring the aggregate amount of illi-quid instruments back within the prescribed limitations assoon as reasonably practicable. This requirement would notforce the Fund to liquidate any portfolio instrument wherethe Fund would suffer a loss on the sale of that instrument.

In cases where no clear indication of the value of the Fund’sportfolio instruments is available, the portfolio instrumentswill be valued at their fair value according to the valuationprocedures approved by the Board of Trustees. These casesinclude, among others, situations where a security or otherasset or liability does not have a price source, or the secon-dary markets on which an investment has previously beentraded are no longer viable, due to its lack of liquidity. Formore information on fair valuation, please see “ShareholderGuide—How Are Shares Priced?”

Credit/Default Risks. Debt securities purchased by theFund may include U.S. Government Securities (includingzero coupon bonds) and securities issued by foreign govern-ments, domestic and foreign corporations, banks and otherissuers. Some of these fixed income securities are describedin the next section below. Further information is provided inthe SAI.

The Fund also has credit rating requirements for the secu-rities it buys, which are applied at the time of purchase. Forthis purpose, the Fund relies only on the ratings of thefollowing NRSROs: Standard & Poor’s, Moody’s and Fitch,Inc.

Unrated securities may be purchased by the Fund if they aredetermined by the Investment Adviser to be of a creditquality consistent with the Fund’s credit rating requirements.

Debt securities rated BBB– or higher by Standard & Poor’sor Baa3 or higher by Moody’s or having a comparable creditrating by another NRSRO are considered “investmentgrade.” Securities rated BBB– or Baa3 are consideredmedium-grade obligations with speculative characteristics,and adverse economic conditions or changing circumstancesmay weaken the issuers’ capacity to pay interest and repayprincipal. For the purpose of determining compliance withany credit rating requirement, the Fund assigns a security, atthe time of purchase, the highest rating by an NRSRO if thesecurity is rated by more than one NRSRO. Therefore, asecurity will be deemed to have met a rating requirement if it

26

APPENDIX A

receives the minimum required rating from at least one suchrating organization even though it has been rated below theminimum rating by one or more other rating organizations, orif unrated by such rating organizations, the security isdetermined by the Investment Adviser to be of comparablecredit quality. A security satisfies the Fund’s minimum ratingrequirement regardless of its relative ranking (for example,plus or minus) within a designated major rating category (forexample, BBB or Baa). If a security satisfies the Fund’sminimum rating requirement at the time of purchase and issubsequently downgraded below that rating, the Fund willnot be required to dispose of the security. If a downgradeoccurs, the Investment Adviser will consider what action,including the sale of the security, is in the best interest of theFund and its shareholders.

The Fund may invest in fixed income securities rated BB+ orBa1 or below (or comparable unrated securities) which arecommonly referred to as “junk bonds.” Junk bonds areconsidered speculative and may be questionable as toprincipal and interest payments.

In some cases, junk bonds may be highly speculative, havepoor prospects for reaching investment grade standing and bein default. As a result, investment in such bonds will presentgreater speculative risks than those associated with invest-ment in investment grade bonds. Also, to the extent that therating assigned to a security in the Fund’s portfolio isdowngraded by a rating organization, the market price andliquidity of such security may be adversely affected.

Risks of Initial Public Offerings. The Fund may invest inIPOs. An IPO is a company’s first offering of stock to thepublic. IPO risk is the risk that the market value of IPOshares will fluctuate considerably due to factors such as theabsence of a prior public market, unseasoned trading, thesmall number of shares available for trading and limitedinformation about a company’s business model, quality ofmanagement, earnings growth potential and other criteriaused to evaluate its investment prospects. The purchase ofIPO shares may involve high transaction costs. Investmentsin IPO shares, which are subject to market risk and liquidityrisk, involve greater risks than investments in shares ofcompanies that have traded publicly on an exchange forextended periods of time. When the Fund’s asset base issmall, a significant portion of the Fund’s performance couldbe attributable to investments in IPOs, because such invest-ments would have a magnified impact on the Fund. As theFund’s assets grow, the effect of the Fund’s investments inIPOs on the Fund’s performance probably will decline,which could reduce the Fund’s performance. Because of the

price volatility of IPO shares, the Fund may choose to holdIPO shares for a very short period of time. This may increasethe turnover of the Fund’s portfolio and may lead toincreased expenses to the Fund, such as commissions andtransaction costs. In addition, the market for IPO shares canbe speculative and/or inactive for extended periods of time.There is no assurance that the Fund will be able to obtainallocable portions of IPO shares. The limited number ofshares available for trading in some IPOs may make it moredifficult for the Fund to buy or sell significant amounts ofshares without an unfavorable impact on prevailing prices.Investors in IPO shares can be affected by substantial dilu-tion in the value of their shares, by sales of additional sharesand by concentration of control in existing management andprincipal shareholders.

Risks of Investing in Master LimitedPartnerships. The Fund may invest in MLPs. Investmentsin securities of an MLP involve risks that differ frominvestments in common stock, including risks related tolimited control and limited rights to vote on matters affectingthe MLP, risks related to potential conflicts of interestbetween the MLP and the MLP’s general partner, cash flowrisks, dilution risks and risks related to the general partner’sright to require unit-holders to sell their common units at anundesirable time or price, resulting from regulatory changesor other reasons. Certain MLP securities may trade in lowervolumes due to their smaller capitalizations. Accordingly,those MLPs may be subject to more abrupt or erratic pricemovements and may lack sufficient market liquidity toenable the Fund to effect sales at an advantageous time orwithout a substantial drop in price. Investment in those MLPsmay restrict the Fund’s ability to take advantage of otherinvestment opportunities. MLPs are generally consideredinterest-rate sensitive investments.

During periods of interest rate volatility, these investmentsmay not provide attractive returns. Depending on the state ofinterest rates in general, the use of MLPs could enhance orharm the overall performance of the Fund.

MLPs are subject to various risks related to the underlyingoperating companies they control, including dependenceupon specialized management skills and the risk that thoseoperating companies may lack or have limited operatinghistories. The success of the Fund’s investments in an MLPwill vary depending on the underlying industry representedby the MLP’s portfolio. Certain MLPs in which the Fundmay invest depend upon their parent or sponsor entities forthe majority of their revenues. If the parent or sponsor enti-ties fail to make payments or satisfy their obligations to an

27

MLP, the revenues and cash flows of that MLP and ability ofthat MLP to make distributions to unit holders such as theFund would be adversely affected.

Certain MLPs in which the Fund invests depend upon alimited number of customers for substantially all of theirrevenue. Similarly, certain MLPs in which the Fund mayinvest depend upon a limited number of suppliers of goods orservices to continue their operations. The loss of thosecustomers or suppliers could have a material adverse effecton an MLP’s results of operations and cash flow, and on itsability to make distributions to unit holders such as the Fund.

The Fund must recognize income that it receives fromunderlying MLPs for tax purposes, even if the Fund does notreceive cash distributions from the MLPs in an amountnecessary to pay such tax liability. In addition, a percentageof a distribution received by the Fund as the holder of theMLP interest may be treated as a return of capital, whichwould reduce the Fund’s adjusted tax basis in the interests ofthe MLP, which will result in an increase in the amount ofincome or gain (or decrease in the amount of loss) that willbe recognized by the Fund for tax purposes upon the sale ofany such interests or upon subsequent distributions in respectof such interests. Furthermore, any return of capitaldistribution received from the MLP may require the Fund torestate the character of its distributions and amend anyshareholder tax reporting previously issued.

MLPs do not pay U.S. federal income tax at the partnershiplevel. Rather, each partner is allocated a share of the partner-ship’s income, gains, losses, deductions and expenses. Achange in current tax law, or a change in the underlyingbusiness mix of a given MLP, could result in an MLP beingtreated as a corporation for U.S. federal income tax purposes,which would result in the MLP being required to pay U.S.federal income tax (as well as state and local income taxes)on its taxable income. The classification of an MLP as acorporation for U.S. federal income tax purposes would havethe effect of reducing the amount of cash available fordistribution by the MLP.

If any MLP in which the Fund invests were treated as acorporation for U.S. federal income tax purposes, it couldresult in a reduction of the value of the Fund’s investment inthe MLP and lower income to the Fund.

C. PORTFOLIO SECURITIES AND TECHNIQUES

This section provides further information on certain types ofsecurities and investment techniques that may be used by theFund, including their associated risks.

The Fund may purchase other types of securities or instru-ments similar to those described in this section if otherwiseconsistent with the Fund’s investment objective and policies.Further information is provided in the SAI, which is avail-able upon request.

U.S. Government Securities. The Fund may invest inU.S. Government Securities. U.S. Government Securitiesinclude U.S. Treasury obligations and obligations issued orguaranteed by U.S. government agencies, instrumentalities orsponsored enterprises. U.S. Government Securities may besupported by (i) the full faith and credit of the U.S. Treasury;(ii) the right of the issuer to borrow from the U.S. Treasury;(iii) the discretionary authority of the U.S. government topurchase certain obligations of the issuer; or (iv) only thecredit of the issuer. U.S. Government Securities also includeTreasury receipts, zero coupon bonds and other strippedU.S. Government Securities, where the interest and principalcomponents are traded independently. U.S. GovernmentSecurities may also include Treasury inflation-protectedsecurities whose principal value is periodically adjustedaccording to the rate of inflation.

U.S. Government Securities are deemed to include(i) securities for which the payment of principal and interestis backed by an irrevocable letter of credit issued by theU.S. government, its agencies, authorities orinstrumentalities; and (ii) participations in loans made toforeign governments or their agencies that are so guaranteed.Certain of these participations may be regarded as illiquid.

U.S. Government Securities have historically involved littlerisk of loss of principal if held to maturity. However, noassurance can be given that the U.S. government will be ableor willing to repay the principal or interest when due orprovide financial support to U.S. government agencies,authorities, instrumentalities or sponsored enterprises if it isnot obligated to do so by law.

Custodial Receipts and Trust Certificates. The Fundmay invest in custodial receipts and trust certificates repre-senting interests in securities held by a custodian or trustee.The securities so held may include U.S. Government Secu-rities or other types of securities in which the Fund mayinvest. The custodial receipts or trust certificates mayevidence ownership of future interest payments, principalpayments or both on the underlying securities, or, in somecases, the payment obligation of a third party that has enteredinto an interest rate swap or other arrangement with thecustodian or trustee. For certain securities laws purposes,custodial receipts and trust certificates may not be consideredobligations of the U.S. government or other issuer of the

28

APPENDIX A

securities held by the custodian or trustee. If for tax purposes,the Fund is not considered to be the owner of the underlyingsecurities held in the custodial or trust account, the Fund maysuffer adverse tax consequences. As a holder of custodialreceipts and trust certificates, the Fund will bear itsproportionate share of the fees and expenses charged to thecustodial account or trust. The Fund may also invest inseparately issued interests in custodial receipts and trustcertificates.

Mortgage-Backed Securities. The Fund may invest inmortgage-backed securities. Mortgage-backed securitiesrepresent direct or indirect participations in, or are collateral-ized by and payable from, mortgage loans secured by realproperty.

Mortgage-backed securities can be backed by either fixedrate mortgage loans or adjustable rate mortgage loans, andmay be issued by either a governmental or non-governmentalentity. The value of some mortgage-backed securities may beparticularly sensitive to changes in prevailing interest rates.The value of these securities may also fluctuate in responseto the market’s perception of the creditworthiness of theissuers. Early repayment of principal on mortgage- or asset-backed securities may expose the Fund to the risk of earninga lower rate of return upon reinvestment of principal.

The Fund may invest in privately-issued mortgage pass-through securities that represent interests in pools of mort-gage loans that are issued by trusts formed by originators of,and institutional investors in, mortgage loans (or representinterests in custodial arrangements administered by suchinstitutions). These originators and institutions includecommercial banks, savings and loans associations, creditunions, savings banks, mortgage bankers, insurance compa-nies, investment banks or special purpose subsidiaries of theforegoing. The pools underlying privately-issued mortgagepass-through securities consist of mortgage loans secured bymortgages or deeds of trust creating a first lien on commer-cial, residential, residential multi-family and mixed resi-dential/commercial properties. These mortgage-backedsecurities typically do not have the same credit standing asU.S. government guaranteed mortgage-backed securities.

Privately-issued mortgage pass-through securities generallyoffer a higher yield than similar securities issued by agovernment entity because of the absence of any direct orindirect government or agency payment guarantees.However, timely payment of interest and principal onmortgage loans in these pools may be supported by variousother forms of insurance or guarantees, including individualloan, pool and hazard insurance, subordination and letters of

credit. Such insurance and guarantees may be issued byprivate insurers, banks and mortgage poolers. There is noassurance that private guarantors or insurers, if any, willmeet their obligations. Mortgage-backed securities withoutinsurance or guarantees may also be purchased by the Fund ifthey have the required rating from an NRSRO. Somemortgage-backed securities issued by private organizationsmay not be readily marketable, may be more difficult tovalue accurately and may be more volatile than similarsecurities issued by a government entity.

Mortgage-backed securities may include multiple class secu-rities, including collateralized mortgage obligations(“CMOs”) and Real Estate Mortgage Investment Conduit(“REMIC”) pass-through or participation certificates.A REMIC is a CMO that qualifies for special tax treatmentunder the Code and invests in certain mortgages principallysecured by interests in real property and other permittedinvestments. CMOs provide an investor with a specifiedinterest in the cash flow from a pool of underlying mortgagesor of other mortgage-backed securities. CMOs are issued inmultiple classes each with a specified fixed or floating interestrate and a final scheduled distribution date. In many cases,payments of principal are applied to the CMO classes in theorder of their respective stated maturities, so that no principalpayments will be made on a CMO class until all other classeshaving an earlier stated maturity date are paid in full.

Sometimes, however, CMO classes are “parallel pay,”i.e., payments of principal are made to two or more classesconcurrently. In some cases, CMOs may have the character-istics of a stripped mortgage-backed securities whose pricecan be highly volatile. CMOs may exhibit more or less pricevolatility and interest rate risk than other types of mortgagerelated obligations, and under certain interest rate andpayment scenarios, the Fund may fail to recoup fully itsinvestment in certain of these securities regardless of theircredit quality.

Mortgaged-backed securities also include stripped mortgage-backed securities (“SMBS”), which are derivative multipleclass mortgage-backed securities. SMBS are usually struc-tured with two different classes: one that receivessubstantially all of the interest payments and the other thatreceives substantially all of the principal payments from apool of mortgage loans. The market value of SMBSconsisting entirely of principal payments generally isunusually volatile in response to changes in interest rates.The yields on SMBS that receive all or most of the interestfrom mortgage loans are generally higher than prevailingmarket yields on other mortgage-backed securities because

29

their cash flow patterns are more volatile and there is agreater risk that the initial investment will not be fullyrecouped. Throughout 2008, the market for mortgage-backedsecurities began experiencing substantially, often dramati-cally, lower valuations and greatly reduced liquidity. Marketsfor other asset-backed securities have also been affected.These instruments are increasingly subject to liquidityconstraints, price volatility, credit downgrades andunexpected increases in default rates and, therefore, may bemore difficult to value and more difficult to dispose of thanpreviously. These events may have an adverse effect on theFund to the extent it invests in mortgage-backed or otherfixed income securities or instruments affected by the vola-tility in the fixed income markets.

Asset-Backed Securities. The Fund may invest in asset-backed securities. Asset-backed securities are securitieswhose principal and interest payments are collateralized bypools of assets such as auto loans, credit card receivables,leases, installment contracts and personal property. Asset-backed securities may also include home equity line of creditloans and other second-lien mortgages. Asset-backed secu-rities are often subject to more rapid repayment than theirstated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans.During periods of declining interest rates, prepayment ofloans underlying asset-backed securities can be expected toaccelerate. Accordingly, the Fund’s ability to maintainpositions in such securities will be affected by reductions inthe principal amount of such securities resulting fromprepayments, and its ability to reinvest the returns ofprincipal at comparable yields is subject to generallyprevailing interest rates at that time. Asset-backed securitiespresent credit risks that are not presented by mortgage -backed securities. This is because asset-backed securitiesgenerally do not have the benefit of a security interest incollateral that is comparable to mortgage assets. Some asset-backed securities have only a subordinated claim or securityinterest in collateral. If the issuer of an asset-backed securitydefaults on its payment obligations, there is the possibilitythat, in some cases, the Fund will be unable to possess andsell the underlying collateral and that the Fund’s recoverieson repossessed collateral may not be available to supportpayments on the securities. In the event of a default, the Fundmay suffer a loss if it cannot sell collateral quickly andreceive the amount it is owed. There is no guarantee thatprivate guarantors, or insurers of an asset-backed security, ifany, will meet their obligations. The value of some asset-backed securities may be particularly sensitive to changes inprevailing interest rates. Asset-backed securities may also be

subject to increased volatility and may become illiquid andmore difficult to value even when there is no default or threatof default due to the market’s perception of the creditworthi-ness of the issuers and market conditions impacting asset-backed securities more generally.

Bank Obligations. The Fund may invest in obligationsissued or guaranteed by U.S. or foreign banks. Bank obliga-tions, including without limitation, time deposits, bankers’acceptances and certificates of deposit, may be generalobligations of the parent bank or may be limited to theissuing branch by the terms of the specific obligations or bygovernment regulations. Banks are subject to extensive butdifferent governmental regulations which may limit both theamount and types of loans which may be made and interestrates which may be charged. In addition, the profitability ofthe banking industry is largely dependent upon the avail-ability and cost of funds for the purpose of financing lendingoperations under prevailing money market conditions.General economic conditions as well as exposure to creditlosses arising from possible financial difficulties ofborrowers play an important part in the operation of thisindustry.

Corporate Debt Obligations. The Fund may invest incorporate debt obligations and convertible securities.Corporate debt obligations include bonds, notes, debentures,commercial paper and other obligations of corporations topay interest and repay principal. The Fund may invest incorporate debt obligations issued by U.S. and certainnon-U.S. issuers which issue securities denominated in theU.S. dollar (including Yankee and Euro obligations). Inaddition to obligations of corporations, corporate debtobligations include securities issued by banks and otherfinancial institutions and supranational entities (i.e., theWorld Bank, the International Monetary Fund, etc.).

Convertible Securities. The Fund may invest inconvertible securities. Convertible securities are preferredstock or debt obligations that are convertible into commonstock. Convertible securities generally offer lower interest ordividend yields than non-convertible securities of similarquality. Convertible securities in which the Fund invests aresubject to the same rating criteria as its other investments infixed income securities. Convertible securities have bothequity and fixed income risk characteristics. Like all fixedincome securities, the value of convertible securities issusceptible to the risk of market losses attributable tochanges in interest rates. Generally, the market value ofconvertible securities tends to decline as interest ratesincrease and, conversely, to increase as interest rates decline.

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APPENDIX A

However, when the market price of the common stockunderlying a convertible security exceeds the conversionprice of the convertible security, the convertible securitytends to reflect the market price of the underlying commonstock. As the market price of the underlying common stockdeclines, the convertible security, like a fixed incomesecurity, tends to trade increasingly on a yield basis, and thusmay not decline in price to the same extent as the underlyingcommon stock.

Structured Securities. The Fund may invest in structuredsecurities. Structured securities are securities whose value isdetermined by reference to changes in the value of specificcurrencies, securities, interest rates, commodities, indices orother financial indicators (the “Reference”) or the relativechange in two or more References. Investments in structuredsecurities may provide exposure to certain securities ormarkets in situations where regulatory or other restrictionsprevent direct investments in such issuers or markets.

The interest rate or the principal amount payable uponmaturity or redemption may be increased or decreaseddepending upon changes in the applicable Reference. Struc-tured securities may be positively or negatively indexed, sothat appreciation of the Reference may produce an increaseor decrease in the interest rate or value of the security atmaturity. In addition, changes in the interest rates or thevalue of the security at maturity may be a multiple ofchanges in the value of the Reference, effectively leveragingthe Fund’s investments so that small changes in the value ofthe Reference may result in disproportionate gains or lossesto the Fund. Consequently, structured securities may presenta greater degree of market risk than many types of securitiesand may be more volatile, less liquid and more difficult toprice accurately than less complex securities. Structuredsecurities are also subject to the risk that the issuer of thestructured securities may fail to perform its contractualobligations. Certain issuers of structured products may bedeemed to be investment companies as defined in theInvestment Company Act. As a result, the Fund’s invest-ments in structured securities may be subject to the limitsapplicable to investments in other investment companies.

Structured securities are considered hybrid instrumentsbecause they are derivative instruments the value of whichdepends on, or is derived from or linked to, the value of anunderlying asset, interest rate index or commodity.Commodity-linked notes are hybrid instruments because theprincipal and/or interest payments on those notes is linked tothe value of the individual commodities, futures contracts orthe performance of one or more commodity indices.

Structured securities include, but are not limited to, equitylinked notes. An equity linked note is a note whoseperformance is tied to a single stock, a stock index or abasket of stocks. Equity linked notes combine the principalprotection normally associated with fixed income invest-ments with the potential for capital appreciation normallyassociated with equity investments. Upon the maturity of thenote, the holder generally receives a return of principal basedon the capital appreciation of the linked securities.Depending on the terms of the note, equity linked notes mayalso have a “cap” or “floor” on the maximum principalamount to be repaid to holders, irrespective of the perform-ance of the underlying linked securities. For example, a notemay guarantee the repayment of the original principalamount invested (even if the underlying linked securitieshave negative performance during the note’s term), but maycap the maximum payment at maturity at a certainpercentage of the issuance price or the return of the under-lying linked securities. Alternatively, the note may notguarantee a full return on the original principal, but mayoffer a greater participation in any capital appreciation of theunderlying linked securities. The terms of an equity linkednote may also provide for periodic interest payments toholders at either a fixed or floating rate. The secondarymarket for equity linked notes may be limited, and the lackof liquidity in the secondary market may make these secu-rities difficult to dispose of and to value. Equity linked noteswill be considered equity securities for purposes of theFund’s investment objective and policies.

Lending of Portfolio Securities. The Fund may engagein securities lending. Securities lending involves the lendingof securities owned by the Fund to financial institutions suchas certain broker-dealers including, as permitted by the SEC,Goldman Sachs. The borrowers are required to secure theirloans continuously with cash, cash equivalents, U.S.Government Securities or letters of credit in an amount atleast equal to the market value of the securities loaned. Cashcollateral may be invested by the Fund in short-term invest-ments, including registered and unregistered investmentpools managed by the Investment Adviser, its affiliates or theFund’s custodian and from which the Investment Adviser orits affiliates may receive fees. To the extent that cashcollateral is so invested, such collateral will be subject tomarket depreciation or appreciation, and the Fund will beresponsible for any loss that might result from its investmentof the borrowers’ collateral. If the Investment Adviserdetermines to make securities loans, the value of the secu-rities loaned may not exceed 33 1⁄3% of the value of the totalassets of the Fund (including the loan collateral). Loan

31

collateral (including any investment of the collateral) is notsubject to the percentage limitations described elsewhere inthe Prospectus regarding investments in fixed income secu-rities and cash equivalents.

The Fund may lend its securities to increase its income. TheFund may, however, experience delay in the recovery of itssecurities or incur a loss if the institution with which it hasengaged in a portfolio loan transaction breaches its agree-ment with the Fund or its agent, or becomes insolvent.

Foreign Currency Transactions. The Fund may, to theextent consistent with its investment policies, purchase orsell foreign currencies on a cash basis or through forwardcontracts. A forward contract involves an obligation topurchase or sell a specific currency at a future date at a priceset at the time of the contract. The Fund may engage inforeign currency transactions for hedging purposes and toseek to protect against anticipated changes in future foreigncurrency exchange rates. In addition, the Fund may enter intoforeign currency transactions to seek a closer correlationbetween the Fund’s overall currency exposures and thecurrency exposures of the Fund’s performance benchmark.The Fund may also enter into such transactions to seek toincrease total return, which presents additional risk.

The Fund may also engage in cross-hedging by usingforward contracts in a currency different from that in whichthe hedged security is denominated or quoted. The Fund mayhold foreign currency received in connection with invest-ments in foreign securities when, in the judgment of theInvestment Adviser, it would be beneficial to convert suchcurrency into U.S. dollars at a later date (e.g., the InvestmentAdviser may anticipate that the foreign currency will appre-ciate against the U.S. dollar).

The Fund may, from time to time, engage in non-deliverableforward transactions to manage currency risk or to gainexposure to a currency without purchasing securitiesdenominated in that currency. A non-deliverable forward is atransaction that represents an agreement between the Fundand a counterparty (usually a commercial bank) to pay theother party the amount that it would cost based on currentmarket rates as of the termination date to buy or sell a speci-fied (notional) amount of a particular currency at an agreedupon foreign exchange rate on an agreed upon future date. Ifthe counterparty defaults, the Fund will have contractualremedies pursuant to the agreement related to the transaction,but the Fund may be delayed or prevented from obtainingpayments owed to it pursuant to non-deliverable forwardtransactions. Such non-deliverable forward transactions willbe settled in cash.

Currency exchange rates may fluctuate significantly overshort periods of time causing, along with other factors, theFund’s NAV to fluctuate (when the Fund’s NAV fluctuates,the value of your shares may go up or down). Currencyexchange rates also can be affected unpredictably by theintervention of U.S. or foreign governments or central banks,or the failure to intervene, or by currency controls or politicaldevelopments in the United States or abroad.

Certain forward foreign currency exchange contracts andother currency transactions are not exchange traded orcleared. The market in such forward foreign currencyexchange contracts, currency swaps and other privatelynegotiated currency instruments offers less protection againstdefaults by the other party to such instruments than is avail-able for currency instruments traded on an exchange. Suchcontracts are subject to the risk that the counterparty to thecontract will default on its obligations. Because thesecontracts are not guaranteed by an exchange or clearing-house, a default on a contract would deprive the Fund ofunrealized profits, transaction costs or the benefits of acurrency hedge or could force the Fund to cover its purchaseor sale commitments, if any, at the current market price.

The Fund is not required to post cash collateral with itscounterparties in certain foreign currency transactions.Accordingly, the Fund may remain more fully invested (andmore of the Fund’s assets may be subject to investment andmarket risk) than if it were required to post collateral with itscounterparties (which is the case with certain transactions).Where the Fund’s counterparties are not required to post cashcollateral with the Fund, the Fund will be subject to addi-tional counterparty risk.

Options on Securities, Securities Indices and ForeignCurrencies. A put option gives the purchaser of the optionthe right to sell, and the writer (seller) of the option theobligation to buy, the underlying instrument during theoption period. A call option gives the purchaser of the optionthe right to buy, and the writer (seller) of the option theobligation to sell, the underlying instrument during theoption period. The Fund may write (sell) call and put optionsand purchase put and call options on any securities and otherinstruments in which the Fund may invest or any indexconsisting of securities or other instruments in which it mayinvest. The Fund may also, to the extent consistent with itsinvestment policies, purchase and write (sell) put and calloptions on foreign currencies.

The writing and purchase of options is a highly specializedactivity which involves special investment risks. Optionsmay be used for either hedging or cross-hedging purposes, or

32

APPENDIX A

to seek to increase total return (which presents additionalrisk). The successful use of options depends in part on theability of the Investment Adviser to anticipate future pricefluctuations and the degree of correlation between theoptions and securities (or currency) markets. If the Invest-ment Adviser is incorrect in its expectation of changes inmarket prices or determination of the correlation between theinstruments or indices on which options are written andpurchased and the instruments in the Fund’s investmentportfolio, the Fund may incur losses that it would not other-wise incur. The use of options can also increase the Fund’stransaction costs. Options written or purchased by the Fundmay be traded on either U.S. or foreign exchanges or overthe counter. Foreign and over-the-counter options willpresent greater possibility of loss because of their greaterilliquidity and credit risks.

In lieu of entering into “protective put” transactions, theFund may engage in barrier options transactions as an alter-native means to offset or hedge against a decline in themarket value of the Fund’s securities. Barrier options aresimilar to standard options except that they become activatedor are extinguished when the underlying asset reaches apredetermined level or barrier. “Down and out” barrieroptions are canceled or “knocked out” if the underlying assetfalls to a predetermined level. “Down and in” barrier optionsare activated or “knocked in” if the underlying asset falls to apredetermined level. “Up and out” barrier options areextinguished or “knocked out” if the underlying asset rises toa predetermined level. “Up and in” barrier options are acti-vated or “knocked in” if the underlying asset rises to apredetermined level. If the Investment Adviser sets too highor too low a barrier, and the option is either extinguished or“knocked out” or the options are never activated or “knockedin,” the benefits to the Fund using a barrier option strategymay be limited and the costs associated with a barrier optionstrategy could be detrimental to the Fund’s performance.

Futures Contracts and Options and Swaps onFutures Contracts. Futures contracts are standardized,exchange-traded contracts that provide for the sale orpurchase of a specified financial instrument or currency at afuture time at a specified price. An option on a futurescontract gives the purchaser the right (and the writer of theoption the obligation) to assume a position in a futurescontract at a specified exercise price within a specifiedperiod of time. A swap on a futures contract provides aninvestor with the ability to gain economic exposure to aparticular futures market. A futures contract may be based onparticular securities, foreign currencies, securities indices and

other financial instruments and indices. The Fund mayengage in futures transactions on U.S. and foreignexchanges.

The Fund may, to the extent consistent with its investmentpolicies, purchase and sell futures contracts, purchase andwrite call and put options on futures contracts, and enter intoswaps on futures contracts in order to seek to increase totalreturn or to hedge against changes in interest rates, securitiesprices or currency exchange rates, or to otherwise manage itsterm structure, sector selection and duration in accordancewith its investment objectives and policies. The Fund mayalso enter into closing purchase and sale transactions withrespect to such contracts and options.

Futures contracts and related options and swaps present thefollowing risks:� While the Fund may benefit from the use of futures and

options and swaps on futures, unanticipated changes ininterest rates, securities prices or currency exchange ratesmay result in poorer overall performance than if the Fundhad not entered into any futures contracts, options trans-actions or swaps.

� Because perfect correlation between a futures positionand a portfolio position that is intended to be protected isimpossible to achieve, the desired protection may not beobtained and the Fund may be exposed to additional riskof loss.

� The loss incurred by the Fund in entering into futurescontracts and in writing call options and entering intoswaps on futures is potentially unlimited and may exceedthe amount of the premium received.

� Futures markets are highly volatile and the use of futuresmay increase the volatility of the Fund’s NAV.

� As a result of the low margin deposits normally requiredin futures trading, a relatively small price movement in afutures contract may result in substantial losses to theFund.

� Futures contracts and options and swaps on futures maybe illiquid, and exchanges may limit fluctuations infutures contract prices during a single day.

� Foreign exchanges may not provide the same protectionas U.S. exchanges.

Preferred Stock, Warrants and Stock PurchaseRights. The Fund may invest in preferred stock, warrantsand stock purchase rights (or “rights”). Preferred stocks aresecurities that represent an ownership interest providing theholder with claims on the issuer’s earnings and assets beforecommon stock owners but after bond owners. Unlike debtsecurities, the obligations of an issuer of preferred stock,

33

including dividend and other payment obligations, may nottypically be accelerated by the holders of such preferredstock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock.

Warrants and other rights are options to buy a stated numberof shares of common stock at a specified price at any timeduring the life of the warrant or right. The holders ofwarrants and rights have no voting rights, receive no divi-dends and have no rights with respect to the assets of theissuer.

Other Investment Companies. The Fund may invest insecurities of other investment companies, including ETFs,subject to statutory limitations prescribed by the InvestmentCompany Act, or exemptive relief thereunder. These stat-utory limitations include in certain circumstances a prohib-ition on the Fund acquiring more than 3% of the votingshares of any other investment company, and a prohibitionon investing more than 5% of the Fund’s total assets insecurities of any one investment company or more than 10%of its total assets in securities of all investment companies.Many ETFs, however, have obtained exemptive relief fromthe SEC to permit unaffiliated funds to invest in the ETFs’shares beyond these statutory limitations, subject to certainconditions and pursuant to a contractual arrangementbetween the ETFs and the investing funds. The Fund mayrely on these exemptive orders to invest in unaffiliated ETFs.

The use of ETFs is intended to help the Fund match the totalreturn of the particular market segments or indices repre-sented by those ETFs, although that may not be the result.Most ETFs are passively managed investment companieswhose shares are purchased and sold on a securitiesexchange. An ETF represents a portfolio of securitiesdesigned to track a particular market segment or index. Aninvestment in an ETF generally presents the same primaryrisks as an investment in a conventional fund (i.e., one that isnot exchange-traded) that has the same investmentobjectives, strategies and policies. In addition, an ETF mayfail to accurately track the market segment or index thatunderlies its investment objective. The price of an ETF canfluctuate, and the Fund could lose money investing in anETF. Moreover, ETFs are subject to the following risks thatdo not apply to conventional funds: (i) the market price ofthe ETF’s shares may trade at a premium or a discount totheir NAV; (ii) an active trading market for an ETF’s sharesmay not develop or be maintained; and (iii) there is noassurance that the requirements of the exchange necessary tomaintain the listing of an ETF will continue to be met orremain unchanged.

Subject to applicable law and/or pursuant to an exemptiveorder obtained from the SEC or under an exemptive ruleadopted by the SEC, the Fund may invest in certain otherinvestment companies, including ETFs and money marketfunds, beyond the statutory limits described above or other-wise. Some of those investment companies may be funds forwhich the Investment Adviser or any of its affiliates serves asinvestment adviser, administrator or distributor.

The Fund will indirectly bear its proportionate share of anymanagement fees and other expenses paid by such otherinvestment companies, in addition to the fees and expensesregularly borne by the Fund. Although the Fund does notexpect to do so in the foreseeable future, the Fund isauthorized to invest substantially all of its assets in a singleopen-end investment company or series thereof that hassubstantially the same investment objective, policies andfundamental restrictions as the Fund.

Unseasoned Companies. The Fund may invest incompanies which (together with their predecessors) haveoperated less than three years. The securities of suchcompanies may have limited liquidity, which can result intheir being priced higher or lower than might otherwise bethe case. In addition, investments in unseasoned companiesare more speculative and entail greater risk than do invest-ments in companies with an established operating record.

Equity Swaps. The Fund may invest in equity swaps.Equity swaps allow the parties to a swap agreement toexchange the dividend income or other components ofreturn on an equity investment (for example, a group ofequity securities or an index) for another payment stream.An equity swap may be used by the Fund to invest in amarket without owning or taking physical custody of secu-rities in circumstances in which direct investment may berestricted for legal reasons or is otherwise deemedimpractical or disadvantageous.

The value of swaps can be very volatile. To the extent thatthe Investment Adviser does not accurately analyze andpredict the potential relative fluctuation of the componentsswapped with another party, or the creditworthiness of thecounterparty, the Fund may suffer a loss, which may besubstantial. The value of some components of an equity swap(such as the dividends on a common stock) may also besensitive to changes in interest rates. Furthermore, swapsmay be illiquid, and the Fund may be unable to terminate itsobligations when desired.

Currently, certain standardized swap transactions are subjectto mandatory central clearing and exchange trading.

34

APPENDIX A

Although central clearing and exchange trading is expectedto decrease counterparty risk and increase liquidity comparedto bilaterally negotiated swaps, central clearing and exchangetrading does not eliminate counterparty risk or illiquidity riskentirely. Depending on the size of the Fund and other factors,the margin required under the rules of a clearinghouse and bya clearing member may be in excess of the collateral requiredto be posted by the Fund to support its obligations under asimilar bilateral, uncleared swap. However, certain appli-cable regulators have adopted rules imposing certain marginrequirements, including minimums, on uncleared swapswhich may result in the Fund and its counterparties postinghigher amounts for uncleared swaps.

When-Issued Securities and Forward Commitments.The Fund may purchase when-issued securities and makecontracts to purchase or sell securities for a fixed price at afuture date beyond customary settlement time. When-issuedsecurities are securities that have been authorized, but not yetissued. When-issued securities are purchased in order tosecure what is considered to be an advantageous price oryield to the Fund at the time of entering into the transaction.A forward commitment involves the entering into a contractto purchase or sell securities for a fixed price at a future datebeyond the customary settlement period.

The purchase of securities on a when-issued or forwardcommitment basis involves a risk of loss if the value of thesecurity to be purchased declines before the settlement date.Conversely, the sale of securities on a forward commitmentbasis involves the risk that the value of the securities soldmay increase before the settlement date. Although the Fundwill generally purchase securities on a when-issued orforward commitment basis with the intention of acquiringsecurities for its portfolio, the Fund may dispose of when-issued securities or forward commitments prior to settlementif the Investment Adviser deems it appropriate. Whenpurchasing a security on a when-issued basis or entering intoa forward commitment, the Fund must identify on its booksliquid assets, or engage in other appropriate measures, to“cover” its obligations.

Repurchase Agreements. Repurchase agreements involvethe purchase of securities subject to the seller’s agreement torepurchase them at a mutually agreed upon date and price.The Fund may enter into repurchase agreements withcounterparties approved by the Investment Adviser pursuantto procedures approved by the Board of Trustees that furnishcollateral at least equal in value or market price to the amountof their repurchase obligation. The collateral may consist ofany type of security (government or corporate) of any or no

credit rating. Repurchase agreements involving obligationsother than U.S. Government Securities may be subject toadditional risks.

If the other party or “seller” defaults, the Fund might suffer aloss to the extent that the proceeds from the sale of theunderlying securities and other collateral held by the Fundare less than the repurchase price and the Fund’s costsassociated with delay and enforcement of the repurchaseagreement. In addition, in the event of bankruptcy of theseller, the Fund could suffer additional losses if a courtdetermines that the Fund’s interest in the collateral is notenforceable.

The Fund, together with other registered investment compa-nies having advisory agreements with the InvestmentAdviser or any of its affiliates, may transfer uninvested cashbalances into a single joint account, the daily aggregatebalance of which will be invested in one or more repurchaseagreements.

Short Sales Against-the-Box. The Fund may make shortsales against-the-box. A short sale against-the-box meansthat at all times when a short position is open the Fund willown an equal amount of securities sold short, or securitiesconvertible into or exchangeable for, without payment of anyfurther consideration, an equal amount of the securities of thesame issuer as the securities sold short.

Borrowings. The Fund can borrow money from banks andother financial institutions in amounts not exceeding one-third of their total assets (including the amount borrowed) fortemporary or emergency purposes. The Fund generally maynot make additional investments if borrowings exceed 5% ofits net assets.

REITs. The Fund may invest in REITs. REITs are pooledinvestment vehicles that invest primarily in either real estateor real estate related loans. The value of a REIT is affectedby changes in the value of the properties owned by the REITor securing mortgage loans held by the REIT. REITs aredependent upon the ability of the REITs’ managers, and aresubject to heavy cash flow dependency, default by borrowersand the qualification of the REITs under applicable regu-latory requirements for favorable income tax treatment.REITs are also subject to risks generally associated withinvestments in real estate including possible declines in thevalue of real estate, general and local economic conditions,environmental problems and changes in interest rates. To theextent that assets underlying a REIT are concentratedgeographically, by property type or in certain other respects,these risks may be heightened. The Fund will indirectly bear

35

its proportionate share of any expenses, including manage-ment fees, paid by a REIT in which it invests.

Asset Segregation. As an investment company registeredwith the SEC, the Fund must identify on its books (oftenreferred to as “asset segregation”) liquid assets, or engage inother SEC or SEC-staff approved or other appropriatemeasures, to “cover” open positions with respect to certainkinds of derivative instruments. In the case of swaps, futurescontracts, options, forward contracts and other derivativeinstruments that do not cash settle, for example, the Fundmust identify on its books liquid assets equal to the fullnotional amount of the instrument while the positions areopen, to the extent there is not a permissible offsettingposition or a contractual “netting” agreement with respect toswaps (other than credit default swaps where the Fund is theprotection seller). However, with respect to certain swaps,futures contracts, options, forward contracts and otherderivative instruments that are required to cash settle, the

Fund may identify liquid assets in an amount equal to theFund’s daily marked-to-market net obligations (i.e., theFund’s daily net liability) under the instrument, if any, ratherthan its full notional amount. Forwards and futures contractsthat do not cash settle may be treated as cash settled for assetsegregation purposes when the Fund has entered into acontractual arrangement with a third party futures commis-sion merchant or other counterparty to off-set the Fund’sexposure under the contract and, failing that, to assign itsdelivery obligation under the contract to the counterparty.The Fund reserves the right to modify its asset segregationpolicies in the future in its discretion, consistent with theInvestment Company Act and SEC or SEC-staff guidance.By identifying assets equal to only its net obligations undercertain instruments, the Fund will have the ability to employleverage to a greater extent than if the Fund was required toidentify assets equal to the full notional amount of theinstrument.

36

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37

Goldman Sachs Variable Insurance Trust –Large Cap Value Fund Prospectus (Institutional Shares)

FOR MORE INFORMATION

Annual/Semi-Annual ReportAdditional information about the Fund’s investments isavailable in the Fund’s annual and semi-annual reports toshareholders. In the Fund’s annual reports, you will find adiscussion of the market conditions and investment strategiesthat significantly affected the Fund’s performance during itslast fiscal year.

Your insurance company will provide you with annual andsemi-annual reports if the Fund serves as an investmentoption through your variable annuity contract or variable lifeinsurance policy.

Statement of Additional InformationAdditional information about the Fund and its policies is alsoavailable in the Fund’s SAI. The SAI is incorporated byreference into the Prospectus (i.e., is legally considered partof the Prospectus).

The Fund’s annual and semi-annual reports, and the SAI, areavailable free upon request by calling Goldman Sachs at1-800-621-2550. You can also access and download theannual and semi-annual reports and the SAI at the Fund’swebsite: http://www.gsamfunds.com/vitfunds.

From time to time, certain announcements and otherinformation regarding the GSAM Funds may be found athttp://www.gsamfunds.com/announcements-ind for individualinvestors or http://www.gsamfunds.com/announcements foradvisers.

To obtain other information and for shareholder inquiries:� By telephone – 1-800-621-2550� By mail – Goldman Sachs Funds

P.O. Box 06050Chicago, IL 60606-6306

� On the Internet – SEC EDGAR database – http://www.sec.gov

You may review and obtain copies of Trust documents(including the SAI) by visiting the SEC’s public referenceroom in Washington, D.C. You may also obtain copies ofTrust documents, after paying a duplicating fee, by writing tothe SEC’s Public Reference Section, Washington, D.C.20549-1520 or by electronic request to: publicinfo@sec.gov.Information on the operation of the public reference roommay be obtained by calling the SEC at (202) 551-8090.

The Trust’s investment company registration number is 811-08361.GSAM® is a registered service mark of Goldman Sachs & Co. LLC

VITLCVPROI-18