STATEMENT OF ADDITIONAL INFORMATION
DATED APRIL 28, 2006, AS AMENDED JUNE 16, 2006
Class B Shares
Class C Shares
Institutional Shares
Service Shares
GOLDMAN SACHS BALANCED STRATEGY PORTFOLIO
GOLDMAN SACHS GROWTH AND INCOME STRATEGY PORTFOLIO
GOLDMAN SACHS GROWTH STRATEGY PORTFOLIO
GOLDMAN SACHS EQUITY GROWTH STRATEGY PORTFOLIO
(formerly, Aggressive Growth Strategy Portfolio)
Suite 500
Chicago, Illinois 60606
Page | ||
INTRODUCTION | B-1 | |
INVESTMENT OBJECTIVES AND POLICIES | B-1 | |
DESCRIPTION OF INVESTMENT SECURITIES AND PRACTICES | B-12 | |
INVESTMENT RESTRICTIONS | B-65 | |
TRUSTEES AND OFFICERS | B-67 | |
MANAGEMENT SERVICES | B-78 | |
POTENTIAL CONFLICTS OF INTEREST | B-90 | |
PORTFOLIO TRANSACTIONS AND BROKERAGE | B-102 | |
NET ASSET VALUE | B-104 | |
PERFORMANCE INFORMATION | B-107 | |
SHARES OF THE TRUST | B-110 | |
TAXATION | B-114 | |
FINANCIAL STATEMENTS | B-122 | |
PROXY VOTING | B-122 | |
PAYMENTS TO INTERMEDIARIES | B-124 | |
OTHER INFORMATION | B-126 | |
OTHER INFORMATION REGARDING MAXIMUM SALES CHARGE, PURCHASES, REDEMPTIONS, EXCHANGES AND DIVIDENDS | B-129 | |
DISTRIBUTION AND SERVICE PLANS | B-132 | |
SERVICE PLAN AND SHAREHOLDER ADMINISTRATION PLAN | B-138 | |
APPENDIX A DESCRIPTION OF SECURITIES RATINGS | 1-A | |
APPENDIX B 2005 ISS PROXY VOTING GUIDELINES SUMMARY | 1-B | |
APPENDIX C BUSINESS PRINCIPLES OF GOLDMAN, SACHS & CO. | 1-C | |
APPENDIX D STATEMENT OF INTENTION | 1-D |
Investment Adviser
32 Old Slip
New York, New York 10005
Distributor
85 Broad Street
New York, New York 10004
Transfer Agent
71 South Wacker Drive
Suite 500
Chicago, Illinois 60606
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1. | Foreclosure. A foreclosure of a defaulted mortgage loan may be delayed due to compliance with statutory notice or service of process provisions, difficulties in locating necessary parties or legal challenges to the mortgagee’s right to foreclose. Depending upon market conditions, the ultimate proceeds of the sale of foreclosed property may not equal the amounts owed on the Mortgage-Backed Securities. | |
Furthermore, courts in some cases have imposed general equitable principles upon foreclosure generally designed to relieve the borrower from the legal effect of default and have required lenders to undertake affirmative and expensive actions to determine the causes for the default and the likelihood of loan reinstatement. |
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2. | Rights of Redemption. In some states, after foreclosure of a mortgage loan, the borrower and foreclosed junior lienors are given a statutory period in which to redeem the property, which right may diminish the mortgagee’s ability to sell the property. |
3. | Legislative Limitations. In addition to anti-deficiency and related legislation, numerous other federal and state statutory provisions, including the federal bankruptcy laws and state laws affording relief to debtors, may interfere with or affect the ability of a secured mortgage lender to enforce its security interest. For example, a bankruptcy court may grant the debtor a reasonable time to cure a default on a mortgage loan, including a payment default. The court in certain instances may also reduce the monthly payments due under such mortgage loan, change the rate of interest, reduce the principal balance of the loan to the then-current appraised value of the related mortgaged property, alter the mortgage loan repayment schedule and grant priority of certain liens over the lien of the mortgage loan. If a court relieves a borrower’s obligation to repay amounts otherwise due on a mortgage loan, the mortgage loan servicer will not be required to advance such amounts, and any loss may be borne by the holders of securities backed by such loans. In addition, numerous federal and state consumer protection laws impose penalties for failure to comply with specific requirements in connection with origination and servicing of mortgage loans. |
4. | “Due-on-Sale” Provisions. Fixed-rate mortgage loans may contain a so-called “due-on-sale” clause permitting acceleration of the maturity of the mortgage loan if the borrower transfers the property. The Garn-St. Germain Depository Institutions Act of 1982 sets forth nine specific instances in which no mortgage lender covered by that Act may exercise a “due-on-sale” clause upon a transfer of property. The inability to enforce a “due-on-sale” clause or the lack of such a clause in mortgage loan documents may result in a mortgage loan being assumed by a purchaser of the property that bears an interest rate below the current market rate. |
5. | Usury Laws. Some states prohibit charging interest on mortgage loans in excess of statutory limits. If such limits are exceeded, substantial penalties may be incurred and, in some cases, enforceability of the obligation to pay principal and interest may be affected. |
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(1) | make any investment inconsistent with the Portfolio’s classification as a diversified company under the Act; | ||
(2) | invest 25% or more of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry (excluding investment companies and the U.S. Government or any of its agencies or instrumentalities). (For the purposes of this restriction, state and municipal governments and their agencies, authorities and instrumentalities are not deemed to be industries; telephone companies are considered to be a separate industry from water, gas or electric utilities; personal credit finance companies and business credit finance companies are deemed to be separate industries; and wholly-owned finance companies are considered to be in the industry of their parents if their activities are primarily related to financing the activities of their parents.) This restriction does not apply to investments in Municipal Securities which have been pre-refunded by the use of obligations of the U.S. Government or any of its agencies or instrumentalities; | ||
(3) | borrow money, except (a) the Portfolio may borrow from banks (as defined in the Act) or through reverse repurchase agreements in amounts up to 33-1/3% of its total assets (including the amount borrowed), (b) the Portfolio may, to the extent permitted by applicable law, borrow up to an additional 5% of its total assets for temporary purposes, (c) the Portfolio may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities, (d) the Portfolio may purchase securities on margin to the extent permitted by applicable law and (e) the Portfolio may engage transactions in mortgage dollar rolls which are accounted for as financings; | ||
(4) | make loans, except through (a) the purchase of debt obligations in accordance with the Portfolio’s investment objective and policies, (b) repurchase agreements with banks, brokers, dealers and other financial institutions and (c) loans of securities as permitted by applicable law; | ||
(5) | underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Portfolio may be deemed to be an underwriting; | ||
(6) | purchase, hold or deal in real estate, although a Portfolio may purchase and sell securities that are secured by real estate or interests therein, securities of real estate investment trusts and mortgage-related securities and may hold and sell real estate acquired by a Portfolio as a result of the ownership of securities; |
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(7) | invest in commodities or commodity contracts, except that the Portfolio may invest in currency and financial instruments and contracts that are commodities or commodity contracts; and | ||
(8) | issue senior securities to the extent such issuance would violate applicable law. |
(a) | Invest in companies for the purpose of exercising control or management (but this does not prevent a Portfolio from purchasing a controlling interest in one or more of the Underlying Funds consistent with its investment objective and policies). | ||
(b) | Invest more than 15% of the Portfolio’s net assets in illiquid investments, including illiquid repurchase agreements with a notice or demand period of more than seven days, securities which are not readily marketable and restricted securities not eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (the “1933 Act”). | ||
(c) | Purchase additional securities if the Portfolio’s borrowings (excluding covered mortgage dollar rolls) exceed 5% of its net assets. | ||
(d) | Make short sales of securities, except short sales against the box. |
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Independent Trustees | ||||||||||||
Number of | ||||||||||||
Term of | Portfolios in | |||||||||||
Office and | Fund | |||||||||||
Position(s) | Length of | Complex | ||||||||||
Name, | Held with | Time | Principal Occupation(s) | Overseen by | Other Directorships | |||||||
Address and Age1 | the Trust2 | Served3 | During Past 5 Years | Trustee4 | Held by Trustee5 | |||||||
Ashok N. Bakhru Age: 64 | Chairman of the Board of Trustees | Since 1991 | President, ABN Associates (July 1994—March 1996 and November 1998—Present); Executive Vice President — Finance and Administration and Chief Financial Officer, Coty Inc. (manufacturer of fragrances and cosmetics) (April 1996—November 1998); Director of Arkwright Mutual Insurance Company (1984—1999); Trustee of International House of Philadelphia (program center and residential community for students and professional trainees from the United States and foreign countries) (1989-2004); Member of Cornell University Council (1992-2004); Trustee of the Walnut Street Theater (1992-2004); Trustee, Scholarship America (1998-2005); Trustee, Institute for Higher Education Policy (2003-Present); Director, Private Equity Investors—III and IV (November 1998-Present), and Equity-Limited Investors II (April 2002-Present); and Chairman, Lenders Service Inc. (provider of mortgage lending services) (2000-2003). | 72 | None | |||||||
Chairman of the Board of Trustees — Goldman Sachs Mutual Fund Complex (registered investment companies). | ||||||||||||
John P. Coblentz, Jr. Age: 65 | Trustee | Since 2003 | Partner, Deloitte & Touche LLP (June 1975 — May 2003). | 72 | None | |||||||
Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies). |
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Independent Trustees | ||||||||||||
Number of | ||||||||||||
Term of | Portfolios in | |||||||||||
Office and | Fund | |||||||||||
Position(s) | Length of | Complex | ||||||||||
Name, | Held with | Time | Principal Occupation(s) | Overseen by | Other Directorships | |||||||
Address and Age1 | the Trust2 | Served3 | During Past 5 Years | Trustee4 | Held by Trustee5 | |||||||
Patrick T. Harker Age: 47 | Trustee | Since 2000 | Dean and Reliance Professor of Operations and Information Management, The Wharton School, University of Pennsylvania (February 2000-Present); Interim and Deputy Dean, The Wharton School, University of Pennsylvania (July 1999-Present); and Professor and Chairman of Department of Operations and Information Management, The Wharton School, University of Pennsylvania (July 1997—August 2000). | 72 | None | |||||||
Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies). | ||||||||||||
Mary P. McPherson Age: 70 | Trustee | Since 1997 | Vice President, The Andrew W. Mellon Foundation (provider of grants for conservation, environmental and educational purposes) (October 1997-Present); Director, Smith College (1998-Present); Director, Josiah Macy, Jr. Foundation (health educational programs) (1977-Present); Director, Philadelphia Contributionship (insurance) (1985-Present); Director Emeritus, Amherst College (1986—1998); Director, The Spencer Foundation (educational research) (1993-February 2003); member of PNC Advisory Board (banking) (1993-1998); Director, American School of Classical Studies in Athens (1997-Present); and Trustee, Emeriti Retirement Health Solutions (post-retirement medical insurance program for not-for-profit institutions) (since 2005). | 72 | None | |||||||
Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies). | ||||||||||||
Wilma J. Smelcer Age: 57 | Trustee | Since 2001 | Chairman, Bank of America, Illinois (banking) (1998-January 2001); and Governor, Board of Governors, Chicago Stock Exchange (national securities exchange) (April 2001-April 2004). | 72 | Lawson Products Inc. (distributor of industrial products). | |||||||
Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies). |
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Independent Trustees | ||||||||||||
Number of | ||||||||||||
Term of | Portfolios in | |||||||||||
Office and | Fund | |||||||||||
Position(s) | Length of | Complex | ||||||||||
Name, | Held with | Time | Principal Occupation(s) | Overseen by | Other Directorships | |||||||
Address and Age1 | the Trust2 | Served3 | During Past 5 Years | Trustee4 | Held by Trustee5 | |||||||
Richard P. Strubel Age: 66 | Trustee | Since 1987 | Vice Chairman and Director, Cardean Learning Group (provider of educational services via the internet) (2003-Present); President, COO and Director, Cardean Learning Group (1999-2003); Director, Cantilever Technologies, Inc. (a private software company) (1999-2005); Trustee, The University of Chicago (1987-Present); and Managing Director, Tandem Partners, Inc. (management services firm) (1990—1999). | 72 | Gildan Activewear Inc. (a clothing marketing and manufacturing company); Cardean Learning Group (provider of educational services via the internet); Northern Mutual Fund Complex (53 Portfolios). | |||||||
Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies). |
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Interested Trustees | ||||||||||||
Number of | ||||||||||||
Term of | Portfolios | |||||||||||
Office and | in Fund | |||||||||||
Position(s) | Length of | Complex | ||||||||||
Name, | Held with | Time | Principal Occupation(s) | Overseen | Other Directorships | |||||||
Address and Age1 | the Trust2 | Served3 | During Past 5 Years | by Trustee4 | Held by Trustee5 | |||||||
*Alan A. Shuch Age: 56 | Trustee | Since 1990 | Advisory Director — GSAM (May 1999-Present); Consultant to GSAM (December 1994 — May 1999); and Limited Partner, Goldman Sachs (December 1994 - May 1999). | 72 | None | |||||||
Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies). | ||||||||||||
*Kaysie P. Uniacke Age: 45 | Trustee & President | Since 2001 Since 2002 | Managing Director, GSAM (1997-Present). Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies). | 72 | None | |||||||
President — Goldman Sachs Mutual Fund Complex (2002-Present) (registered investment companies). | ||||||||||||
Assistant Secretary — Goldman Sachs Mutual Fund Complex (1997 — 2002) (registered investment companies). | ||||||||||||
Trustee — Gettysburg College. |
* | These persons are considered to be “Interested Trustees” because they hold positions with Goldman Sachs and own securities issued by The Goldman Sachs Group, Inc. Each Interested Trustee holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor. | |
1 | Each Trustee may be contacted by writing to the Trustee, c/o Goldman Sachs, One New York Plaza, 37th Floor, New York, New York, 10004, Attn: Peter V. Bonanno. | |
2 | The Trust is a successor to a Massachusetts business trust that was combined with the Trust on April 30, 1997. | |
3 | Each Trustee holds office for an indefinite term until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board of Trustees or shareholders, in accordance with the Trust’s Declaration of Trust; (c) the date the Trustee attains the age of 72 years (in accordance with the current resolutions of the Board of Trustees, which may be changed by the Trustees without shareholder vote); or (d) the termination of the Trust. | |
4 | The Goldman Sachs Mutual Fund Complex consists of the Trust and Goldman Sachs Variable Insurance Trust. As of December 31, 2005, the Trust consisted of 61 portfolios, including the Funds described in this Additional Statement, and Goldman Sachs Variable Insurance Trust consisted of 11 portfolios. | |
5 | This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the Act. |
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Officers of the Trust | ||||||
Position(s) | ||||||
Held | Term of Office | |||||
Name, Age | With the | and Length of | Principal Occupation(s) | |||
And Address | Trust | Time Served1 | During Past 5 Years | |||
Kaysie P. Uniacke 32 Old Slip New York, NY 10005 Age: 45 | President & Trustee | Since 2002 Since 2001 | Managing Director, GSAM (1997-Present). Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies). | |||
President — Goldman Sachs Mutual Fund Complex (registered investment companies). | ||||||
Assistant Secretary — Goldman Sachs Mutual Fund Complex (1997—2002) (registered investment companies). | ||||||
Trustee — Gettysburg College. | ||||||
John M. Perlowski 32 Old Slip New York, NY 10005 Age: 41 | Treasurer | Since 1997 | Managing Director, Goldman Sachs (November 2003 — Present) and Vice President, Goldman Sachs (July 1995-November 2003). | |||
Treasurer — Goldman Sachs Mutual Fund Complex (registered investment companies). | ||||||
Philip V. Giuca, Jr. 32 Old Slip New York, NY 10005 Age: 44 | Assistant Treasurer | Since 1997 | Vice President, Goldman Sachs (May 1992-Present). Assistant Treasurer — Goldman Sachs Mutual Fund Complex (registered investment companies). | |||
Peter Fortner 32 Old Slip New York, NY 10005 Age: 48 | Assistant Treasurer | Since 2000 | Vice President, Goldman Sachs (July 2000-Present); Associate, Prudential Insurance Company of America (November 1985—June 2000); and Assistant Treasurer, certain closed-end funds administered by Prudential (1999 and 2000). | |||
Assistant Treasurer — Goldman Sachs Mutual Fund Complex (registered investment companies). | ||||||
Kenneth G. Curran 32 Old Slip New York, NY 10005 Age: 42 | Assistant Treasurer | Since 2001 | Vice President, Goldman Sachs (November 1998-Present); and Senior Tax Manager, KPMG Peat Marwick (accountants) (August 1995—October 1998). | |||
Assistant Treasurer — Goldman Sachs Mutual Fund Complex (registered investment companies). | ||||||
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Officers of the Trust | ||||||
Position(s) | ||||||
Held | Term of Office | |||||
Name, Age | With the | and Length of | Principal Occupation(s) | |||
And Address | Trust | Time Served1 | During Past 5 Years | |||
Charles Rizzo 32 Old Slip New York, NY 10005 Age: 48 | Assistant Treasurer | Since 2005 | Vice President, Goldman Sachs (August 2005-Present); Managing Director and Treasurer of Scudder Funds, Deutsche Asset Management (April 2003-June 2005); Director, Tax and Financial Reporting, Deutsche Asset Management (August 2002-April 2003); Vice President and Treasurer, Deutsche Global Fund Services (August 1999-August 2002). | |||
Assistant Treasurer — Goldman Sachs Mutual Fund Complex (registered investment companies). | ||||||
James A. Fitzpatrick 71 South Wacker Drive Suite 500 Chicago, IL 60606 Age: 46 | Vice President | Since 1997 | Managing Director, Goldman Sachs (October 1999— Present); and Vice President of GSAM (April 1997—December 1999). Vice President — Goldman Sachs Mutual Fund Complex (registered investment companies). | |||
Jesse Cole 71 South Wacker Drive Suite 500 Chicago, IL 60606 Age: 42 | Vice President | Since 1998 | Vice President, GSAM (June 1998-Present); and Vice President, AIM Management Group, Inc. (investment adviser) (April 1996—June 1998). Vice President — Goldman Sachs Mutual Fund Complex (registered investment companies). | |||
Kerry K. Daniels 71 South Wacker Drive Suite 500 Chicago, IL 60606 Age: 43 | Vice President | Since 2000 | Manager, Financial Control — Shareholder Services, Goldman Sachs (1986-Present). Vice President — Goldman Sachs Mutual Fund Complex (registered investment companies). | |||
James McNamara 32 Old Slip New York, NY 10005 Age: 43 | Vice President | Since 2001 | Managing Director, Goldman Sachs (December 1998-Present); Director of Institutional Fund Sales, GSAM (April 1998—December 2000); and Senior Vice President and Manager, Dreyfus Institutional Service Corporation (January 1993 — April 1998). Vice President—Goldman Sachs Mutual Fund Complex (registered investment companies). | |||
Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies) (December 2002 — May 2004). |
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Officers of the Trust | ||||||
Position(s) | ||||||
Held | Term of Office | |||||
Name, Age | With the | and Length of | Principal Occupation(s) | |||
And Address | Trust | Time Served1 | During Past 5 Years | |||
Peter V. Bonanno 32 Old Slip New York, NY 10005 Age: 37 | Secretary | Since 2003 | Vice President and Associate General Counsel, Goldman Sachs (2002—Present); Vice President and Assistant General Counsel, Goldman Sachs (1999-2002). | |||
Secretary — Goldman Sachs Mutual Fund Complex (registered investment companies). | ||||||
Dave Fishman 32 Old Slip New York, NY 10005 Age: 41 | Assistant Secretary | Since 2001 | Managing Director, Goldman Sachs (December 2001—Present); and Vice President, Goldman Sachs (1997—December 2001). Assistant Secretary — Goldman Sachs Mutual Fund Complex (registered investment companies). | |||
Danny Burke 32 Old Slip New York, NY 10005 Age: 43 | Assistant Secretary | Since 2001 | Vice President, Goldman Sachs (1987—Present). Assistant Secretary — Goldman Sachs Mutual Fund Complex (registered investment companies). | |||
Elizabeth D. Anderson 32 Old Slip New York, NY 10005 Age: 36 | Assistant Secretary | Since 1997 | Managing Director, Goldman Sachs (December 2002 — Present); Vice President, Goldman Sachs (1997-December 2002) and Fund Manager, GSAM (April 1996—Present). | |||
Assistant Secretary — Goldman Sachs Mutual Fund Complex (registered investment companies). |
1 | Officers hold office at the pleasure of the Board of Trustees or until their successors are duly elected and qualified. Each officer holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor. |
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Aggregate Dollar Range of | ||||
Equity Securities in All | ||||
Dollar Range of | Portfolios in Fund Complex | |||
Name of Trustee | Equity Securities in the Portfolios1 | Overseen By Trustee2 | ||
Ashok N. Bakhru | None | Over $100,000 | ||
John P. Coblentz, Jr. | None | Over $100,000 | ||
Patrick T. Harker | Growth and Income Strategy: | Over $100,000 | ||
$10,001-$50,000 | ||||
Mary P. McPherson | None | Over $100,000 | ||
Alan A. Shuch | None | Over $100,000 | ||
Wilma J. Smelcer | None | Over $100,000 | ||
Richard P. Strubel | None | Over $100,000 | ||
Kaysie P. Uniacke | None | Over $100,000 |
1 | Includes the value of shares beneficially owned by each Trustee in each Portfolio described in this Additional Statement as of December 31, 2005. | |
2 | Includes Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust. As of December 31, 2005, the Trust consisted of 61 portfolios, including the Portfolios described in this Additional Statement, and Goldman Sachs Variable Insurance Trust consisted of 11 portfolios. |
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Portfolio | ||||||||||||||||
Growth and | ||||||||||||||||
Balanced Strategy | Income Strategy | Growth Strategy | Equity Growth | |||||||||||||
Name of Trustee | Portfolio | Portfolio | Portfolio | Strategy Portfolio | ||||||||||||
Ashok N. Bakhru1 | $ | 3,548 | $ | 3,548 | $ | 3,548 | $ | 3,548 | ||||||||
John P. Coblentz, Jr. | 2,436 | 2,436 | 2,436 | 2,436 | ||||||||||||
Patrick T. Harker | 2,436 | 2,436 | 2,436 | 2,436 | ||||||||||||
Mary P. McPherson | 2,436 | 2,436 | 2,436 | 2,436 | ||||||||||||
Alan A. Shuch | — | — | — | — | ||||||||||||
Wilma J. Smelcer | 2,436 | 2,436 | 2,436 | 2,436 | ||||||||||||
Richard P. Strubel | 2,436 | 2,436 | 2,436 | 2,436 | ||||||||||||
Kaysie P. Uniacke | — | — | — | — |
Pension or | ||||||||||||
Aggregate | Retirement | Total Compensation | ||||||||||
Compensation | Benefits Accrued as | From Fund Complex | ||||||||||
from the | Part of the Trust’s | (including the | ||||||||||
Name of Trustee | Portfolios | Expenses | Portfolios)2 | |||||||||
Ashok N. Bakhru1 | $ | 14,192 | $ | — | $ | 202,214 | ||||||
John P. Coblentz, Jr. | 9,744 | — | 138,881 | |||||||||
Patrick T. Harker | 9,744 | — | 138,881 | |||||||||
Mary P. McPherson | 9,744 | — | 138,881 | |||||||||
Alan A. Shuch | — | — | — | |||||||||
Wilma J. Smelcer | 9,744 | — | 138,881 | |||||||||
Richard P. Strubel | 9,744 | — | 138,881 | |||||||||
Kaysie P. Uniacke | — | — | — |
1 | Includes compensation as Board Chairman. | |
2 | The Fund Complex consists of Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust. The Trust consisted of 61 portfolios and Goldman Sachs Variable Insurance Trust consisted of 11 portfolios as of December 31, 2005. |
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Portfolio | Management Fee* | |||
Balanced Strategy | 0.15 | % | ||
Growth and Income Strategy | 0.15 | % | ||
Growth Strategy | 0.15 | % | ||
Equity Growth Strategy | 0.15 | % |
* | Effective April 29, 2005, the Investment Adviser has entered into a fee reduction commitment with the Trust. The commitment permanently reduces the management fee for each Portfolio to an annual rate of 0.15% of the average daily net assets of such Portfolios. Prior to April 29, 2005, the contractual rate of each Portfolio was 0.35% of the Portfolio’s average daily net assets. |
2005 | 2004 | 2003 | ||||||||||||||||||||||
With Fee | Without Fee | With Fee | Without Fee | With Fee | Without Fee | |||||||||||||||||||
Portfolio | Limitations | Limitations | Limitations | Limitations | Limitations | Limitations | ||||||||||||||||||
Balanced Strategy | $ | 367,801 | $ | 473,150 | $ | 186,740 | $ | 435,727 | $ | 148,152 | $ | 345,689 | ||||||||||||
Growth and Income Strategy | 879,623 | 1,161,733 | 480,387 | 1,120,901 | 365,088 | 851,877 | ||||||||||||||||||
Growth Strategy | 675,319 | 907,061 | 382,278 | 891,982 | 275,100 | 641,899 | ||||||||||||||||||
Equity Growth Strategy | 256,781 | 353,951 | 185,192 | 432,121 | 140,715 | 328,335 |
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Number of Other Accounts Managed and Total Assets by Account Type* | Number of Accounts and Total Assets for Which Advisory Fee is Performance-Based* | |||||||||||||||||||||||||||||||||||||||||||||||
Name of | Registered Investment | Other Pooled | Other | Registered Investment | Other Pooled | Other | ||||||||||||||||||||||||||||||||||||||||||
Portfolio Manager | Companies | Investment Vehicles | Accounts | Companies | Investment Vehicles | Accounts | ||||||||||||||||||||||||||||||||||||||||||
Number | Number | Number | Number | Number | Number | |||||||||||||||||||||||||||||||||||||||||||
of | Assets | of | Assets | of | Assets | of | Assets | of | Assets | of | Assets | |||||||||||||||||||||||||||||||||||||
Accounts | Managed | Accounts | Managed | Accounts | Managed | Accounts | Managed | Accounts | Managed | Accounts | Managed | |||||||||||||||||||||||||||||||||||||
Balanced Strategy Portfolio | ||||||||||||||||||||||||||||||||||||||||||||||||
Quantitative Equity Team | ||||||||||||||||||||||||||||||||||||||||||||||||
Mark Carhart | 4 | $ | 1, 975 | mm | 23 | $ | 21.7 | bn | 127 | $ | 65.3 | bn | None | None | 23 | $ | 21.7 | bn | 127 | $ | 65.3 | bn | ||||||||||||||||||||||||||
Ray Iwanowski | 4 | $ | 1, 975 | mm | None | None | None | None | None | None | None | None | None | None | ||||||||||||||||||||||||||||||||||
Katinka Domotorffy | 4 | $ | 1, 975 | mm | 23 | $ | 21.7 | bn | 127 | $ | 65.3 | bn | None | None | 23 | $ | 21.7 | bn | 127 | $ | 65.3 | bn | ||||||||||||||||||||||||||
Growth and Income Strategy Portfolio | ||||||||||||||||||||||||||||||||||||||||||||||||
Quantitative Equity Team | ||||||||||||||||||||||||||||||||||||||||||||||||
Mark Carhart | 4 | $ | 1, 975 | mm | 23 | $ | 21.7 | bn | 127 | $ | 65.3 | bn | None | None | 23 | $ | 21.7 | bn | 127 | $ | 65.3 | bn | ||||||||||||||||||||||||||
Ray Iwanowski | 4 | $ | 1, 975 | mm | None | None | None | None | None | None | None | None | None | None | ||||||||||||||||||||||||||||||||||
Katinka Domotorffy | 4 | $ | 1, 975 | mm | 23 | $ | 21.7 | bn | 127 | $ | 65.3 | bn | None | None | 23 | $ | 21.7 | bn | 127 | $ | 65.3 | bn | ||||||||||||||||||||||||||
Growth Strategy Portfolio | ||||||||||||||||||||||||||||||||||||||||||||||||
Quantitative Equity Team | ||||||||||||||||||||||||||||||||||||||||||||||||
Mark Carhart | 4 | $ | 1, 975 | mm | 23 | $ | 21.7 | bn | 127 | $ | 65.3 | bn | None | None | 23 | $ | 21.7 | bn | 127 | $ | 65.3 | bn | ||||||||||||||||||||||||||
Ray Iwanowski | 4 | $ | 1, 975 | mm | None | None | None | None | None | None | None | None | None | None | ||||||||||||||||||||||||||||||||||
Katinka Domotorffy | 4 | $ | 1, 975 | mm | 23 | $ | 21.7 | bn | 127 | $ | 65.3 | bn | None | None | 23 | $ | 21.7 | bn | 127 | $ | 65.3 | bn | ||||||||||||||||||||||||||
Equity Growth Strategy Portfolio | ||||||||||||||||||||||||||||||||||||||||||||||||
Quantitative Equity Team | ||||||||||||||||||||||||||||||||||||||||||||||||
Mark Carhart | 4 | $ | 1, 975 | mm | 23 | $ | 21.7 | bn | 127 | $ | 65.3 | bn | None | None | 23 | $ | 21.7 | bn | 127 | $ | 65.3 | bn | ||||||||||||||||||||||||||
Ray Iwanowski | 4 | $ | 1, 975 | mm | None | None | None | None | None | None | None | None | None | None | ||||||||||||||||||||||||||||||||||
Katinka Domotorffy | 4 | $ | 1, 975 | mm | 23 | $ | 21.7 | bn | 127 | $ | 65.3 | bn | None | None | 23 | $ | 21.7 | bn | 127 | $ | 65.3 | bn |
* | This information is as of December 31, 2005. |
B-83
B-84
Asset Allocation Portfolio | Benchmarks | |
Balanced Strategy Portfolio | S&P 500® Index | |
Two-Year U.S. Treasury Note Index | ||
Growth and Income Strategy Portfolio | S&P 500® Index | |
MSCI® Europe, Australasia, Far East (EAFE®) Index (unhedged) | ||
Lehman Brothers Aggregate Bond Index | ||
Growth Strategy Portfolio | S&P 500® Index | |
MSCI® EAFE® Index (unhedged) | ||
Russell 2000® Index | ||
MSCI® Emerging Markets Free (EMF) Index | ||
Equity Growth Strategy Portfolio | S&P 500® Index | |
MSCI® EAFE® Index (unhedged) | ||
Russell 2000® Index | ||
MSCI® EMF Index |
B-85
Name of Portfolio Manager | Dollar Range of Equity Securities Beneficially Owned by Portfolio Manager* | |
Balanced Strategy Portfolio | ||
Mark Carhart | Balanced Strategy Portfolio: None | |
Ray Iwanowski | Balanced Strategy Portfolio: None | |
Katinka Domotorffy | Balanced Strategy Portfolio: None | |
Growth and Income Strategy Portfolio | ||
Mark Carhart | Growth and Income Strategy Portfolio: None | |
Ray Iwanowski | Growth and Income Strategy Portfolio: None | |
Katinka Domotorffy | Growth and Income Strategy Portfolio: None | |
Growth Strategy Portfolio | ||
Mark Carhart | Growth Strategy Portfolio: $10,001-$50,000 | |
Ray Iwanowski | Growth Strategy Portfolio: None | |
Katinka Domotorffy | Growth Strategy Portfolio: None | |
Equity Growth Strategy Portfolio | ||
Mark Carhart | Equity Growth Strategy Portfolio: None | |
Ray Iwanowski | Equity Growth Strategy Portfolio: None | |
Katinka Domotorffy | Equity Growth Strategy Portfolio: None |
* | This information is as of December 31, 2005. |
B-86
Portfolio | 2005 | 2004 | 2003 | |||||||||
Balanced Strategy | $ | 234,400 | $ | 100,700 | $ | 31,700 | ||||||
Growth and Income Strategy | 1,081,100 | 295,600 | 58,700 | |||||||||
Growth Strategy | 587,100 | 160,500 | 31,500 | |||||||||
Equity Growth Strategy | 129,400 | 41,700 | 11,400 |
Portfolio | 2005 | 2004 | 2003 | |||||||||
Balanced Strategy | ||||||||||||
Class A Shares | $ | 147,815 | $ | 80,087 | $ | 54,830 | ||||||
Class B Shares | 55,698 | 48,369 | 42,408 | |||||||||
Class C Shares | 63,270 | 39,828 | 28,527 | |||||||||
Institutional Shares | 40,991 | 13,643 | 12,389 | |||||||||
Service Shares | 924 | 727 | 642 | |||||||||
Growth and Income Strategy | ||||||||||||
Class A Shares | $ | 565,982 | $ | 306,214 | $ | 215,123 | ||||||
Class B Shares | 157,768 | 140,819 | 126,845 | |||||||||
Class C Shares | 210,020 | 134,762 | 105,059 | |||||||||
Institutional Shares | 36,815 | 4,796 | 2,543 | |||||||||
Service Shares | 1,168 | 824 | 704 |
B-87
Portfolio | 2005 | 2004 | 2003 | |||||||||
Growth Strategy | ||||||||||||
Class A Shares | $ | 361,663 | $ | 191,304 | $ | 144,398 | ||||||
Class B Shares | 144,831 | 127,924 | 110,775 | |||||||||
Class C Shares | 227,520 | 127,074 | 83,614 | |||||||||
Institutional Shares | 24,575 | 7,385 | 1,605 | |||||||||
Service Shares | 981 | 597 | 432 | |||||||||
Equity Growth Strategy | ||||||||||||
Class A Shares | $ | 157,663 | $ | 111,036 | $ | 83,650 | ||||||
Class B Shares | 52,137 | 48,007 | 40,765 | |||||||||
Class C Shares | 100,263 | 67,745 | 45,676 | |||||||||
Institutional Shares | 3,091 | 1,590 | 1,662 | |||||||||
Service Shares | 108 | 50 | 54 |
B-88
Portfolio | 2005 | 2004 | 2003 | |||||||||
Balanced Strategy | $ | 289,344 | $ | 240,749 | $ | 222,377 | ||||||
Growth and Income Strategy | 364,220 | 259,109 | 225,157 | |||||||||
Growth Strategy | 332,132 | 252,817 | 221,453 | |||||||||
Equity Growth Strategy | 290,251 | 243,858 | 212,742 |
Portfolio | 2005 | 2004 | 2003 | |||||||||
Balanced Strategy | $ | 394,693 | $ | 510,648 | $ | 419,914 | ||||||
Growth and Income Strategy | 646,330 | 990,513 | 711,946 | |||||||||
Growth Strategy | 563,874 | 795,930 | 588,252 | |||||||||
Equity Growth Strategy | 387,421 | 507,792 | 400,362 |
B-89
• | While the Investment Adviser will make decisions for the Funds in accordance with its obligations to manage the Funds appropriately, the fees, allocations, compensation and other benefits to Goldman Sachs (including benefits relating to business relationships of Goldman Sachs) arising from those decisions may be greater as a result of certain portfolio, investment, service provider or other decisions made by the Investment Adviser than they would have been had other decisions been made which also might have been appropriate for the Funds. |
• | Goldman Sachs, its sales personnel and other financial service providers may have conflicts associated with their promotion of the Funds or other dealings with the Funds that would create incentives for them to promote the Funds. |
• | While the allocation of investment opportunities among Goldman Sachs, the Funds and other funds and accounts managed by Goldman Sachs may raise potential conflicts because of financial or |
B-90
other interests of Goldman Sachs or its personnel, the Investment Adviser will not make allocation decisions solely based on such factors. |
• | The Investment Adviser will give advice to and make investment decisions for the Funds as it believes is in the fiduciary interests of the Funds. Advice given to the Funds or investment decisions made for the Funds may differ from, and may conflict with, advice given or investment decisions made for Goldman Sachs or other funds or accounts. Actions taken with respect to Goldman Sachs or other funds or accounts may adversely impact the Funds, and actions taken by the Funds may benefit Goldman Sachs or other funds or accounts. |
• | Goldman Sachs’ personnel may have varying levels of economic and other interests in accounts or products promoted or managed by such personnel as compared to other accounts or products promoted or managed by them. |
• | Goldman Sachs will be under no obligation to provide to the Funds, or effect transactions on behalf of the Funds in accordance with, any market or other information, analysis, technical models or research in its possession. |
• | To the extent permitted by applicable law, the Funds may enter into transactions in which Goldman Sachs acts as principal, or in which Goldman Sachs acts on behalf of the Funds and the other parties to such transactions. Goldman Sachs will have potentially conflicting interests in connection with such transactions. |
• | Goldman Sachs may act as broker, dealer, agent, lender or otherwise for the Funds and will retain all commissions, fees and other compensation in connection therewith. |
• | Securities traded for the Funds may, but are not required to, be aggregated with trades for other funds or accounts managed by Goldman Sachs. When transactions are aggregated but it is not possible to receive the same price or execution on the entire volume of securities purchased or sold, the various prices may be averaged, and the Funds will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Funds. |
• | Products and services received by the Investment Adviser or its affiliates from brokers in connection with brokerage services provided to the Funds and other funds or accounts managed by Goldman Sachs may disproportionately benefit other of such funds and accounts based on the relative amounts of brokerage services provided to the Funds and such other funds and accounts. |
• | While the Investment Adviser will make proxy voting decisions as it believes appropriate and in accordance with the Investment Adviser’s policies designed to help avoid conflicts of interest, proxy voting decisions made by the Investment Adviser with respect to a Fund’s portfolio securities may favor the interests of other clients or businesses of other divisions or units of Goldman Sachs. |
• | Regulatory restrictions (including relating to the aggregation of positions among different funds and accounts) and internal Goldman Sachs policies may restrict investment activities of the Funds. |
B-91
Information held by Goldman Sachs could have the effect of restricting investment activities of the Funds. |
B-92
B-93
B-94
B-95
B-96
B-97
B-98
B-99
B-100
B-101
B-102
B-103
B-104
B-105
B-106
B-107
B-108
B-109
B-110
B-111
B-112
B-113
B-114
B-115
B-116
B-117
B-118
B-119
B-120
B-121
B-122
B-123
B-124
B-125
B-126
B-127
B-128
SALES CHARGE, PURCHASES,
REDEMPTIONS, EXCHANGES AND DIVIDENDS
(Class A, Class B and Class C Shares Only)
Net Asset | Offering Price | Maximum | ||||||||||
Portfolio | Value | To Public | Sales Charge | |||||||||
Balanced Strategy | $ | 10.89 | $ | 11.52 | 5.5 | % | ||||||
Growth and Income Strategy | 12.18 | 12.89 | 5.5 | |||||||||
Growth Strategy | 13.00 | 13.76 | 5.5 | |||||||||
Equity Growth Strategy | 13.82 | 14.62 | 5.5 |
B-129
B-130
B-131
(Class A, Class B and Class C Shares Only)
B-132
B-133
Period Ended December 31, 2005 | ||||||||||||
Portfolio | Class A Plan | Class B Plan | Class C Plan | |||||||||
Balanced Strategy | $ | 194,494 | $ | 293,144 | $ | 332,997 | ||||||
Growth and Income Strategy | 744,713 | 830,358 | 1,105,364 | |||||||||
Growth Strategy | 475,873 | 762,267 | 1,197,473 | |||||||||
Equity Growth Strategy | 207,451 | 274,406 | 527,703 |
Period Ended December 31, 2004 | ||||||||||||
Portfolio | Class A Plan | Class B Plan | Class C Plan | |||||||||
Balanced Strategy | $ | 105,378 | $ | 254,575 | $ | 209,619 | ||||||
Growth and Income Strategy | 402,913 | 741,154 | 709,276 | |||||||||
Growth Strategy | 251,716 | 673,284 | 668,811 | |||||||||
Equity Growth Strategy | 146,100 | 252,670 | 356,554 |
Period Ended December 31, 2003 | ||||||||||||
Portfolio | Class A Plan | Class B Plan | Class C Plan | |||||||||
Balanced Strategy | $ | 72,145 | $ | 223,202 | $ | 150,142 | ||||||
Growth and Income Strategy | 283,057 | 667,606 | 552,940 | |||||||||
Growth Strategy | 189,998 | 583,028 | 440,075 | |||||||||
Equity Growth Strategy | 110,065 | 214,553 | 240,402 |
B-134
Compensation | Printing and | Preparation | ||||||||||||||||||
and Expenses | Allocable | Mailing of | And | |||||||||||||||||
of the | Overhead, | Prospectuses | Distribution | |||||||||||||||||
Distributor | Telephone | to Other | of Sales | |||||||||||||||||
Compensation | & Its Sales | and Travel | than Current | Literature and | ||||||||||||||||
to Dealers1 | Personnel | Expenses | Shareholders | Advertising | ||||||||||||||||
Period Ended December 31, 2005: | ||||||||||||||||||||
Portfolio | ||||||||||||||||||||
Balanced Strategy | $ | 168,644 | $ | 33,687 | $ | 3,091 | $ | 216 | $ | 339 | ||||||||||
Growth and Income Strategy | 656,914 | 144,201 | 14,144 | 989 | 1,551 | |||||||||||||||
Growth Strategy | 437,749 | 79,618 | 8,127 | 568 | 891 | |||||||||||||||
Equity Growth Strategy | 183,272 | 47,317 | 3,732 | 261 | 409 |
1 | Advance commissions paid to dealers of 1% on Class A Shares are considered deferred assets which are amortized over a period of one year or until redemption; amounts presented above reflect amortization expense recorded during the period presented in addition to payments remitted directly to dealers. |
B-135
Compensation | Printing and | Preparation | ||||||||||||||||||
and Expenses | Allocable | Mailing of | And | |||||||||||||||||
of the | Overhead, | Prospectuses | Distribution | |||||||||||||||||
Distributor | Telephone | to Other | of Sales | |||||||||||||||||
Compensation | & Its Sales | and Travel | than Current | Literature and | ||||||||||||||||
to Dealers1 | Personnel | Expenses | Shareholders | Advertising | ||||||||||||||||
Period Ended December 31, 2005: | ||||||||||||||||||||
Portfolio | ||||||||||||||||||||
Balanced Strategy | $ | 72,270 | $ | 55,507 | $ | 6,932 | $ | 485 | $ | 760 | ||||||||||
Growth and Income Strategy | 202,754 | 142,282 | 18,330 | 1,281 | 2,010 | |||||||||||||||
Growth Strategy | 187,182 | 126,574 | 16,191 | 1,132 | 1,775 | |||||||||||||||
Equity Growth Strategy | 66,077 | 48,115 | 5,971 | 417 | 655 |
1 | Advance Commissions paid to dealers of 1% on Class B Shares are considered deferred assets which are amortized over a period of one year; amounts presented above reflect amortization expense recorded during the period presented. |
B-136
Compensation | Printing and | Preparation | ||||||||||||||||||
and Expenses | Allocable | Mailing of | And | |||||||||||||||||
of the | Overhead, | Prospectuses | Distribution | |||||||||||||||||
Distributor | Telephone | to Other | of Sales | |||||||||||||||||
Compensation | & Its Sales | and Travel | than Current | Literature and | ||||||||||||||||
to Dealers1 | Personnel | Expenses | Shareholders | Advertising | ||||||||||||||||
Period Ended December 31, 2005: | ||||||||||||||||||||
Portfolio | ||||||||||||||||||||
Balanced Strategy | $ | 206,441 | $ | 24,908 | $ | 3,041 | $ | 213 | $ | 333 | ||||||||||
Growth and Income Strategy | 703,204 | 84,571 | 10,919 | 763 | 1,197 | |||||||||||||||
Growth Strategy | 660,068 | 95,147 | 12,154 | 849 | 1,332 | |||||||||||||||
Equity Growth Strategy | 329,891 | 52,175 | 6,388 | 446 | 700 |
1 | Advance Commissions paid to dealers of 1% on Class C Shares are considered deferred assets which are amortized over a period of one year; amounts presented above reflect amortization expense recorded during the period presented. |
B-137
(Service Shares Only)
B-138
Portfolio | 2005 | 2004 | 2003 | |||||||||
Balanced Strategy | $ | 11,554 | $ | 9,083 | $ | 8,020 | ||||||
Growth and Income Strategy | 14,603 | 10,302 | 8,788 | |||||||||
Growth Strategy | 12,257 | 7,466 | 5,389 | |||||||||
Equity Growth Strategy | 1,349 | 625 | 670 |
B-139
B-140
1-A
2-A
3-A
4-A
5-A
6-A
7-A
8-A
• | Amortization schedule — the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and | ||
• | Source of payment — the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
9-A
10-A
11-A
1. | Auditors |
• | Tenure of the audit firm | |
• | Establishment and disclosure of a renewal process whereby the auditor is regularly evaluated for both audit quality and competitive price | |
• | Length of the rotation period advocated in the proposal | |
• | Significant audit-related issues | |
• | Number of audit committee meetings held each year | |
• | Number of financial experts serving on the committee |
2. | Board of Directors |
• | Insiders and affiliated outsiders on boards that are not at least majority independent | |
• | Directors who sit on more than six boards, or on more than two public boards in addition to their own if they are CEOs of public companies | |
• | Directors who adopt a poison pill without shareholder approval since the company’s last annual meeting and there is no requirement to put the pill to shareholder vote within 12 months of its adoption | |
• | Directors who serve on the compensation committee when there is a negative correlation between chief executive pay and company performance (fiscal year end basis) | |
• | Directors who have failed to address the issue(s) that resulted in any of the directors receiving more than 50% withhold votes out of those cast at the previous board election |
1-B
3. | Shareholder Rights |
4. | Proxy Contests |
2-B
5. | Poison Pills |
pill for shareholder ratification. Review on a CASE-BY-CASE basis shareholder proposals to redeem a company’s poison pill and management proposals to ratify a poison pill.
6. | Mergers and Corporate Restructurings |
7. | Reincorporation Proposals |
8. | Capital Structure |
• | It is intended for financing purposes with minimal or no dilution to current shareholders | |
• | It is not designed to preserve the voting power of an insider or significant shareholder | |
9. | Executive and Director Compensation |
3-B
• | The plan expressly permits repricing of underwater options without shareholder approval; or | |
• | There is a disconnect between the CEO’s pay and performance (an increase in pay and a decrease in performance), the main source for the pay increase is equity-based, and the CEO participates in the plan being voted on | |
• | The company’s most recent three-year burn rate is excessive and is an outlier within its peer group |
• | Stock ownership guidelines (a minimum of three times the annual cash retainer) | |
• | Vesting schedule or mandatory holding/deferral period (minimum vesting of three years for stock options or restricted stock) | |
• | Balanced mix between cash and equity | |
• | Non-employee directors should not receive retirement benefits/perquisites | |
• | Detailed disclosure of cash and equity compensation for each director |
• | Historic trading patterns | |
• | Rationale for the repricing | |
• | Value-for-value exchange | |
• | Option vesting | |
• | Term of the option | |
• | Exercise price | |
• | Participation | |
• | Treatment of surrendered options |
• | Purchase price is at least 85 percent of fair market value | |
• | Offering period is 27 months or less, and |
4-B
• | Potential voting power dilution (VPD) is 10 percent or less. |
• | Broad-based participation | |
• | Limits on employee contribution (a fixed dollar amount or a percentage of base salary) | |
• | Company matching contribution up to 25 percent of employee’s contribution, which is effectively a discount of 20 percent from market value | |
• | No discount on the stock price on the date of purchase since there is a company matching contribution |
• | Advocate the use of performance-based awards like indexed, premium-priced, and performance-vested options or performance-based shares, unless the proposal is overly restrictive or the company already substantially uses such awards. | ||
• | Call for a shareholder vote on extraordinary benefits contained in Supplemental Executive Retirement Plans (SERPs). |
10. | Social and Environmental Issues |
• | FOR proposals for the company to amend its Equal Employment Opportunity (EEO) Statement to include reference to sexual orientation, unless the change would result in excessive costs for the company. | |
• | AGAINST resolutions asking for the adopting of voluntary labeling of ingredients or asking for companies to label until a phase out of such ingredients has been completed. | |
• | CASE-BY-CASE on proposals calling for companies to report on the risks associated with outsourcing, with consideration of the risks associated with certain international markets, the utility of such a report to shareholders, and the existence of a publicly available code of corporate conduct that applies to international operations. |
5-B
1-C
2-C
3-C
1. | Source: Forbes.com, October 2003. Reprinted by permission of Forbes Magazine© 2004 Forbes Inc. |
4-C
(applicable only to Class A Shares)
1-D