Goldman Sachs Mid Cap Value Fund N14/A Registration statement for investment companies business combination (amended) | GCMAX 24 Jan 07

Goldman Sachs Mid Cap Value Fund (GCMAX) N-14/ARegistration statement for investment companies business combination (amended)

Goldman Sachs Funds


SPECIALTY FUNDS	Semiannual Report June 30, 2006


		Long-term growth of capital from portfolios that invest in a variety of equity securities.

Goldman Sachs Specialty Funds


n	GOLDMAN SACHS TOLLKEEPER FUND^SM

n	GOLDMAN SACHS STRUCTURED TAX-MANAGED EQUITY FUND

n	GOLDMAN SACHS REAL ESTATE SECURITIES FUND

The Tollkeeper Fund^SM invests in equity securities of high quality technology, media or service companies that adopt or use technology to improve their cost structure, revenue opportunities or competitive advantage. The Tollkeeper Fund^SM is subject to greater risk of loss as a result of adverse economic, business or other developments than if its investments were diversified across different industry sectors. Securities of issuers held by the Fund may lack sufficient market liquidity to enable the Fund to sell the securities at an advantageous time or without a substantial drop in price. Because the Fund invests in “Tollkeeper” companies, its net asset value may fluctuate substantially over time and its performance may be substantially different from the returns of the broader stock market.

The Structured Tax-Managed Equity Fund invests in a broadly diversified portfolio of U.S. equity investments and is subject to market risk so that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular industry sectors and/or general economic conditions. The Fund may invest in securities of any capitalization, including mid-cap and small-cap companies, which involve greater risks than those associated with larger, more established companies and may be subject to more abrupt or erratic price movements. The Fund uses both a variety of quantitative techniques and fundamental research when selecting investments which have the potential to maximize the Fund’s after-tax return, and minimize capital gains and income distribution. Of course, no assurance can be offered that the Structured Tax-Managed Equity Fund’s tax-managed strategies will reduce the amount of taxable income and capital gains distributed by the Fund to shareholders. The Fund is not suitable for IRAs or other tax-exempt or tax-deferred accounts.

IRS Circular 230 disclosure: Goldman Sachs does not provide legal, tax or accounting advice. Any statement contained in this communication (including any attachments) concerning U.S. tax matters was not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code, and was written to support the promotion or marketing of the transaction(s) or matter(s) addressed. Clients of Goldman Sachs should obtain their own independent tax advice based on their particular circumstances.

The Real Estate Securities Fund invests primarily in a diversified portfolio of equity investments in issuers related to the real estate industry, including Real Estate Investment Trusts (“REITs”). The value of a REIT is affected by changes in the value of the properties owned by the REIT or securing mortgage loans held by the REIT. REITs and real estate companies are also subject to risks generally associated with investments in real estate including possible declines in the value of real estate, general and local economic conditions, environmental problems and changes in interest rates. The Fund is subject to greater risk of loss as a result of adverse economic, business or other developments than if its investments were diversified across different industry sectors. Securities of issuers held by the Fund may lack sufficient market liquidity to enable the Fund to sell the securities at an advantageous time or without a substantial drop in price. Because the Fund invests in issuers related to the real estate industry, its net asset value may fluctuate substantially overtime and its performance may be substantially different from the returns of the broader stock market.

Effective January 6, 2006, the CORE^SM Tax-Managed Equity Fund was renamed the Structured Tax-Managed Equity Fund.



NOT FDIC-INSURED	May Lose Value	No Bank Guarantee

GOLDMAN SACHS TOLLKEEPER FUND^SM

What Differentiates the Goldman Sachs
Tollkeeper Investment Process?

The Goldman Sachs Tollkeeper Fund seeks to provide investors with a unique solution to investing in companies

that are well positioned to benefit from the proliferation of technology. The Fund invests in a portfolio of high quality

technology, media and service companies that adopt or use technology to improve their cost structure, revenue

opportunities or competitive advantage.

Goldman Sachs’ Growth Equity Investment Process


Buy the business: Invest as though we are actually buying the company, rather than trading its stock

Buy high quality growth businesses with the following attributes:
n Strong brand name n Dominant market share n Recurring revenue stream		n Free cash flow generation n Long product life cycles n Strong company management

Buy at a discount to the business’ true value


Team Based: Portfolio decisions are made by the entire team Continuous Scrutiny: Daily review of market, industry and company developments Fundamental Analysis: Portfolio holdings are determined by the risk/reward characteristics and the team’s conviction in the overall business


Growth stock portfolio that: n is strategically positioned for long-term growth potential n has low turnover — a result of bottom-up stock selection with a focus on long-term investing n is a high quality portfolio that is strategically positioned for long-term growth potential

PORTFOLIO RESULTS

Tollkeeper Fund

Dear Shareholder:

This report provides an overview on the performance of the Goldman Sachs Tollkeeper Fund during the six-month reporting period that ended June 30, 2006.

Performance Review


	During the six-month period that ended June 30, 2006, the Fund’s Class A, B, C, Institutional and Service Shares generated cumulative total returns, without sales charges, of -1.50%, -1.96%, -1.83%, -1.34% and -1.63%, respectively. These returns compare to the -1.51% cumulative total return of the Fund’s benchmark, the NASDAQ Composite Index, over the same time period.

	As these returns indicate, the market was relatively weak during the reporting period. During this time, the Fund performed largely in line with its benchmark.

Market Review

During the first half of 2006, the U.S. equity markets finished in positive territory. Energy and Utility companies continued to be favored by investors, producing significant returns. Conversely, sectors such as Healthcare and Technology lagged during the six-month period. The Retail sector remained weak as a result of the overall market environment. The Federal Reserve Board raised short-term interest rates for the 17th consecutive time in June 2006. This was the first increase that was not accompanied by a statement indicating future interest rate hikes, which triggered a slight rally in the equities market at the end of June.

Portfolio Positioning


	Electronic Arts, Inc. and Activision, Inc. detracted from performance during the reporting period. Shares of Electronic Arts sold off following the release of its quarterly earnings results. Similarly, Activision’s stock declined after the company announced weak revenues. Both software publishing companies cited a challenging industry environment as consumers have had to wait to purchase new video games until backordered Xbox 360 consoles and next generation Sony and Nintendo consoles, which are due by the end of 2006, become available. We believe the video gaming industry will continue to grow and Electronic Arts and Activision are strong franchises with high quality products.

	XM Satellite Radio Holdings, Inc. was down significantly during the period, despite a revenue increase of over 100% driven by strong subscriber growth during the first quarter. Its shares fell after management made some missteps, causing them to lower their outlook for 2006. XM has also been the subject of FCC and FTC investigations. We believe XM should be positioned for strong growth, as the company believes that cars pre-installed with its radios will increase significantly.

PORTFOLIO RESULTS


	Shares of CNET Networks, Inc. fell after the company reported a narrower-than-expected first quarter loss, a soft revenue number, and weak guidance. Despite the disappointing results, we believe CNET Networks should be well positioned to benefit from the growing opportunity in Internet advertising as it continues to expand its audience and customer base, grow its core brands, and add new ones.

	Cisco Systems, Inc. enhanced results as its earnings beat market expectations. The company’s order growth is at its strongest in over a year, due to increased demand from its corporate customers. Many companies are focused on increasing the capacity and security of their networks, and Cisco has been a beneficiary of this trend. In addition, the company was upgraded by several analysts who believe it should see accelerated revenue and profit growth in 2006. We believe Cisco is well positioned for growth as it has increased its sales force by approximately 30% in recent quarters. The company’s strengthened sales force has led to increased productivity and the potential for higher sales worldwide. In addition, Cisco offered a positive sales growth outlook, strengthened by the fact that it had twice as many product launches in 2005 than a typical year, its gross margins remain healthy, and sales have been moving upward in Europe.

	The phone-number clearinghouse service provider, NeuStar, Inc. added to returns during the period. NeuStar operates like a monopoly in the telephone industry as it provides essential data to thousands of communication services providers in order to route calls in North America. In mid-April, the company announced an agreement to acquire UltraDNA, a recognized domain name systems service provider for $61.8 million cash. Later in the second quarter, eHarmony selected NeuStar’s Domain Name Systems (DNS) service to deliver enhanced Web site performance. Currently, NeuStar provides clearinghouse services to emerging Communication Service Providers (“CSP”), including Internet service providers, cable television operators, and voiceover Internet protocol service providers. The acquisition of UltraDNA and agreement with eHarmony further diversifies NeuStar’s customer base and we believe it should enable the company to capitalize on the rapidly growing Internet-based CSP market.

PORTFOLIO RESULTS

Portfolio Highlights


n	FormFactor, Inc. — FormFactor, a wafer probe card manufacturer, contributed to performance during the period. In June 2006, the company announced a technology agreement with Korean-based Hynix Semiconductor. Under the agreement, FormFactor will provide Hynix with advanced wafer cards for its semiconductor manufacturing business. FormFactor also received a favorable ruling from a Korean Court that upheld the validity of the company’s technology patents. We believe FormFactor should benefit as growth in third generation phone usage continues and the transition to the company’s wafer-level chip testing products takes hold. The company’s products are also well positioned to benefit from the trend toward miniaturization of electronics, as its technology enables the requisite testing on multi-chip packaging and significantly reduces costs for its customers.

n	American Tower Corp. — During the period, American Tower announced strong quarterly performance and full-year 2005 results due in part to its merger with SpectraSite. In addition, American Tower issued a positive outlook for 2006. Wireless tower clients continue to see new subscriber growth and an increase in the usage of their existing client base.

n	Lamar Advertising Co. — Lamar Advertising contributed to returns when the company revealed that revenues were strong and earnings for the full-year 2005 more than tripled. The company is the third largest billboard company in the U.S. with over 150,000 advertising displays. The low capital expenditure nature of billboards, combined with the recurring revenue the company collects from advertisers, creates a generous amount of operating leverage within Lamar’s business model. Due to fragmentation elsewhere in media, outdoor advertising continues to take a healthy share of media dollars. Lamar is strategically positioning itself to take advantage of this trend by tripling its number of digital billboards by the end of 2006.


	We thank you for your investment and look forward to your continued confidence.


	Goldman Sachs Growth Equity Management Team

	July 17, 2006

FUND BASICS

Tollkeeper Fund

as of June 30, 2006

PERFORMANCE REVIEW


January 1, 2006–	Fund Total Return			NASDAQ
June 30, 2006	(based on NAV)¹			Composite Index²

Class A		-1.50	%		-1.51	%
Class B		-1.96			-1.51
Class C		-1.83			-1.51
Institutional		-1.34			-1.51
Service		-1.63			-1.51


¹	The net asset value (NAV) represents the net assets of the class of the Fund (ex-dividend) divided by the total number of shares of the class outstanding. The Fund’s performance reflects the reinvestment of dividends and other distributions. The Fund’s performance does not reflect the deduction of any applicable sales charges.
²	The NASDAQ Composite Index is a broad-based capitalization-weighted index of all NASDAQ National Market and Small-Cap stocks. The Index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.

STANDARDIZED TOTAL RETURNS³


For the period ended June 30, 2006	One Year			Five Years			Since Inception³(10/1/99)

Class A		-1.13	%		-6.04	%		-4.02	%
Class B		-1.27			-6.08			-3.95
Class C		2.73			-5.70			-3.95
Institutional		4.91			-4.61			-2.82
Service		4.38			-5.04			-3.29

Total return figures in the above charts represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the total return figures in the above charts. Please visit www.goldmansachsfunds.com to obtain the most recent month-end returns. Performance reflects expense limitations in effect. In their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

TOP 10 HOLDINGS AS OF 6/30/06⁴


Holding	% of Net Assets			Line of Business

Google, Inc.		5.1	%	Internet & Online
Tessera Technologies, Inc.		5.1		Semi-Capital
FormFactor, Inc.		4.8		Semi-Capital
Linear Technology Corp.		4.8		Semiconductors
American Tower Corp.		4.6		Telecommunications
Yahoo!, Inc.		4.5		Internet & Online
Research In Motion Ltd.		4.3		Networking/Telecommunications Equipment
Activision, Inc.		4.3		Computer Software
Electronic Arts, Inc.		4.2		Computer Software
First Data Corp.		4.0		Computer Services


⁴	The top 10 holdings may not be representative of the Fund’s future investments.

FUND BASICS

SECTOR ALLOCATION⁵ AS OF 6/30/06

Percentage of Net Assets


⁵	The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets. Short-term investments include repurchase agreements and securities lending collateral, if any. Figures in the above graph may not sum to 100% due to the exclusion of other assets and/or liabilities.


	GOLDMAN SACHS STRUCTURED TAX-MANAGED EQUITY FUND

What Differentiates the Goldman Sachs Structured Tax-Management Process?

In managing money for many of the world’s wealthiest taxable investors, Goldman Sachs often constructs a diversified investment portfolio around a tax-managed core. With the Goldman Sachs Structured Tax-Managed Equity Fund, investors can access Goldman Sachs’ tax-smart investment expertise while capitalizing on this same strategic approach to portfolio construction.

Goldman Sachs’ Structured Tax-Management Investment Process


	Goldman Sachs’ Structured investment process is a disciplined quantitative approach that has been consistently applied since 1989. With this Fund, the Structured process is enhanced with an additional layer that seeks to maximize after-tax returns.


n Comprehensive n Rigorous n Objective		n Extensive n Fundamental n Insightful

Advantage: Daily analysis of approximately 3,000 U.S. equity securities using a proprietary model


n Benchmark driven n Sector and size neutral n Tax optimized

Tax optimization is an additional layer that is built into the existing Structured investment process — a distinct advantage. While other managers may simply seek to minimize taxable distributions through a low turnover strategy, this extension of the Structured investment process seeks to maximize after-tax returns — the true objective of every taxable investor.

Advantage: Value added through stock selection — not market timing, industry rotation or style bias


n A fully invested, style — consistent portfolio n Broad access to the total U.S. equity market n A consistent goal of maximizing after-tax risk-adjusted returns

PORTFOLIO RESULTS

Structured Tax-Managed Equity Fund

Dear Shareholder:

This report provides an overview on the performance of the Goldman Sachs Structured Tax-Managed Equity Fund during the six-month reporting period that ended June 30, 2006.

Performance Review


	Over the six-month period that ended June 30, 2006, the Fund’s Class A, B, C, Institutional and Service Shares generated cumulative total returns, without sales charges, of 3.75%, 3.39%, 3.29%, 3.88% and 3.57%, respectively. These returns compare to the 3.23% cumulative total return of the Fund’s benchmark, the Russell 3000 Index (with dividends reinvested), over the same time period.

	The Fund outperformed its benchmark over this period, due to strong returns from our investment themes, a disciplined approach to security analysis, and rigorous risk management.

	Returns to the Structured investment themes were positive overall for the six-month period. Momentum was the best performing theme as companies with strong momentum characteristics outperformed their industry counterparts. Valuation, Management Impact, Profitability, and Analyst Sentiment also added value, albeit to a lesser extent. Meanwhile, Earnings Quality was relatively flat for the period. Stock selection was successful overall during the reporting period. The Fund’s positions in the Consumer Discretionary and Information Technology sectors were the most successful relative to their peers in the benchmark. On the downside, stock picks in the Healthcare sector were the biggest detractors from performance and did little to offset gains made elsewhere.

Market Review


	The broad market, as measured by the Russell 3000 Index, returned 3.23% over the six-month period. Eight of the ten sectors in the Index were up for the period, with the Telecommunication Services (+12.9%) and Energy (+12.4%) sectors experiencing the largest absolute gains. The Energy sector was also the largest contributor (weight times performance) to Index gains.

Portfolio Positioning

The Structured Tax-Managed Equity Fund seeks to provide investors with a tax-efficient means for maintaining broadly diversified exposure to the entire U.S. equity market. The benchmark is the Russell 3000 Index, which covers a range of issuers from large- to small-cap stocks. In managing the Structured products, we do not take size or sector bets. Rather, we seek to add value versus the Fund’s benchmark by individual stock selection. Our quantitative process seeks out stocks with good momentum that also appear to be good values (relative to other stocks in the same industry). We prefer stocks favored by fundamental research analysts and less volatile stocks with lower-than-average probability of reporting disappointing earnings. Our portfolio construction process integrates tax considerations into investment decisions with the goal of maximizing after-tax return.

PORTFOLIO RESULTS


	In terms of individual stocks, overweights in Choice Hotels International, Inc., Archer-Daniels-Midland Co. and Corning, Inc. were among the most successful holdings in the portfolio for the period. On the downside, overweight positions in UnitedHealth Group, Inc., Intergraph Corp. and Express Scripts were among the biggest detractors from excess returns for the period. Express Scripts was subsequently eliminated from the portfolio.

	We thank you for your investment and look forward to your continued confidence.


	Goldman Sachs Quantitative Equity Investment Team

	New York, July 17, 2006

FUND BASICS

Structured Tax-Managed Equity Fund

as of June 30, 2006

PERFORMANCE REVIEW


January 1, 2006–	Fund Total Return
June 30, 2006	(based on NAV)¹			Russell 3000 Index²

Class A		3.75	%		3.23	%
Class B		3.39			3.23
Class C		3.29			3.23
Institutional		3.88			3.23
Service		3.57			3.23


¹	The net asset value (NAV) represents the net assets of the class of the Fund (ex-dividend) divided by the total number of shares of the class outstanding. The Fund’s performance assumes the reinvestment of dividends and other distributions. The Fund’s performance does not reflect the deduction of any applicable sales charges.
²	The Russell 3000 Index is an unmanaged index that measures the performance of the 3,000 largest U.S. companies based on total market capitalization which represents approximately 98% of the investable U.S. equity market. Index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.

STANDARDIZED TOTAL RETURNS³


For the period ended June 30, 2006	One Year			Five Years			Since Inception (4/3/00)

Class A		6.71	%		4.24	%		0.43	%
Class B		7.10			4.29			0.60
Class C		11.01			4.63			0.57
Institutional		13.37			5.84			1.75
Service		12.70			5.33			1.24

The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end. They assume reinvestment of all distributions at NAV. These returns reflect a maximum initial sales charge of 5.5% for Class A Shares, the assumed contingent deferred sales charge for Class B Shares (5% maximum declining to 0% after six years) and the assumed contingent deferred sales charge for Class C Shares (1% if redeemed within 12 months of purchase). Because Institutional and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.
Total return figures in the above charts represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the total return figures in the above charts. Please visit www.goldmansachsfunds.com to obtain the most recent month-end returns. Performance reflects expense limitations in effect. In their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

TOP 10 HOLDINGS AS OF 6/30/06⁴


Holding	% of Total Net Assets			Line of Business

Pfizer, Inc.		2.3	%	Pharmaceuticals
J.P. Morgan Chase & Co.		2.1		Diversified Financials
Procter & Gamble Co.		2.0		Household Products
Cisco Systems, Inc.		1.9		Communications Equipment
Wells Fargo & Co.		1.9		Banks
Hewlett-Packard Co.		1.8		Computers & Peripherals
Merck & Co., Inc.		1.8		Pharmaceuticals
Bank of America Corp.		1.7		Banks
Time Warner, Inc.		1.6		Media
The Boeing Co.		1.5		Aerospace & Defense


⁴	The top 10 holdings may not be representative of the Fund’s future investments.

FUND BASICS

STANDARDIZED AFTER-TAX PERFORMANCE AS OF 6/30/06


							Since Inception
Class A Shares	One Year			Five Years			(4/3/00)

Returns before taxes*		6.71	%		4.24	%		0.43	%
Estimated returns after taxes on distributions**		6.70			4.20			0.40
Estimated returns after taxes on distributions*** and sale of Fund shares		4.38			3.63			0.35

The estimated after-tax returns are calculated using the historically highest individual federal marginal income tax rates at the time of distributions (currently 15% for qualifying ordinary income dividends and long-term capital gain distributions and 35% for non-qualifying ordinary income dividends) and do not reflect state and local taxes. Actual after-tax returns will be calculated at calendar year-end and depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even Returns Before Taxes.

Standardized after-tax returns assume reinvestment of all distributions at NAV and reflect a maximum initial sales charge of 5.5% for Class A Shares.


*	Returns Before Taxes do not reflect taxes on distributions on a Fund’s Class A Shares nor do they show how performance can be impacted by taxes when shares are redeemed.


**	Estimated Returns After Taxes on Distributions assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption of the Class A Shares at the end of the performance period.


***	Estimated Returns After Taxes on Distributions and Sale of Shares reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed.

SECTOR ALLOCATION⁵ AS OF 6/30/06

Percentage of Net Assets


⁵	The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets. Short-term investments include repurchase agreements and securities lending collateral, if any. Figures in the above graph may not sum to 100% due to the exclusion of other assets and/or liabilities.

GOLDMAN SACHS REAL ESTATE SECURITIES FUND

What Differentiates the Goldman Sachs
Real Estate Investment Process?

The Goldman Sachs Real Estate Securities Strategy seeks to generate long-term growth of capital and dividend income by investing primarily in real estate investment trusts (REITs). REITs offer daily liquidity, strong historic returns, low volatility and low correlation to traditional asset classes.



		Goldman Sachs’ Real Estate Investment Process Buy high quality companies. We seek to purchase those companies that combine the best market exposures, capital structures, growth prospects and management teams. Buy at a reasonable price. We seek to consistently select securities at a discount to the intrinsic value of the business. Diversification reduces risk. We seek to diversify the portfolio holdings based on property type and geographic markets to manage risk without compromising returns. Team Based: Portfolio decisions are made by the entire team Continuous Scrutiny: Daily review of market, industry and company developments Fundamental Analysis: Portfolio holdings are determined by the risk reward characteristics and the team’s conviction in the overall business Real estate securities portfolio that: n is strategically positioned for long-term growth potential n has low turnover — a result of bottom-up stock selection with a focus on long-term investing n is a high quality portfolio that is strategically positioned for long-term growth potential

PORTFOLIO RESULTS

Real Estate Securities Fund

Dear Shareholder,

This report provides an overview on the performance of the Goldman Sachs Real Estate Securities Fund during the six-month reporting period that ended June 30, 2006.

Performance Review


	During the six-month period that ended June 30, 2006, the Fund’s Class A, B, C, Institutional and Service Shares generated cumulative total returns of 13.68%, 13.32%, 13.22%, 13.90% and 13.62%, respectively. These returns compare to the 14.07% cumulative total return of the Fund’s benchmark, the Wilshire Real Estate Securities Index (with dividends reinvested), over the same time period.

	During the reporting period, the Fund generated solid results but underperformed its benchmark. Underweight positions in the Office and Apartment sectors, as well as stock selection in the Industrial sector, detracted from results. In contrast, stock selection was positive in the Office, Apartment and Hotel sectors. In addition, an underweight position in the Retail sector and an overweight position in the Hotel sector enhanced results.

Market Review

The real estate securities market, as measured by the Wilshire Real Estate Securities Index, returned 14.07% during the first six months of 2006. Returns continue to be supported by improved real estate fundamentals which have largely translated into continued capital flows into the sector. Year-to-date, gross domestic product (“GDP”) and job growth have accelerated at above-average levels. Importantly, not only is demand increasing, but it is at a magnitude that is far in excess of new construction levels. Consequently, we believe we should continue to see higher occupancies, rents, and, ultimately, higher cash flows.

Portfolio Positioning

During the reporting period, the Apartment sector was the best performing sector in the real estate securities market, as measured by the Wilshire Real Estate Securities Index, returning 22.0%. Unlike other aspects of the economy, the Apartment sector benefits from rising interest rates, as more would-be homebuyers are forced back into the rental market, increasing demand in the Apartment sector. Additionally, there are positive demographic trends favoring the sector. We continue to focus on companies with significant exposure to the high barrier, bi-coastal markets, well-respected management teams, robust development pipelines, strong balance sheets, and compelling valuation. Camden Property Trust and AvalonBay Communities, Inc., two of the Fund’s largest overweights in the sector, contributed positively to performance over the period. Both companies continue to see a rapid improvement in occupancies and rents, driven by continued job growth and 15-year low housing affordability levels. While the Fund’s stock selection in the sector enhanced results, it remained underweight versus the benchmark, since the sector is trading at an approximate 25% premium to the real estate securities market. This underweight position detracted from performance over the period.

PORTFOLIO RESULTS


	The Office sector was the second best performing area of the overall REIT market during the period, posting a 20.8% return. This strong return was driven by companies with more focused concentrations in the strong markets of New York, Washington DC, and California. In this area, we prefer companies that have strong management teams, high quality assets, strong capital structures, and favorable geographic exposures. Two examples of Fund holdings are SL Green Realty Corp. and Boston Properties, Inc. The Fund remains underweight in the sector due to valuation concerns as merger and acquisition activity and aggressive earnings expectations have made the office sector expensive. While the Fund’s underweight position in the sector detracted from performance, stock selection within the sector contributed positively to results.

	The Hotel sector also rose sharply, as this portion of the Index returned 16.5% during the period. We continue to overweight the sector, particularly in the luxury-oriented companies such as Starwood Hotels & Resorts Worldwide, Inc., Host Marriott Corp., and Four Seasons Hotels, Inc. New construction, especially in the case of the high end luxury segment, has been muted and condominium conversions have helped further reduce new supply in the major markets. At the same time, demand continues to be strong, with leisure travel steady and corporate travel increasing across the globe. The Fund’s overweight position in the sector, as well as stock selection within the sector, contributed positively to performance.

	After five years of outperformance versus the overall REIT market, the Retail sector lagged the overall Index during the period, largely due to investors’ rotation into more economically sensitive sectors like Office and Apartments. While we believe that fundamentals in the Retail sector should remain solid, the perception that retail REITs are retailers rather than property owners may weigh heavily on the sector. The Regional Mall sector decline was accentuated at the lower end of the quality spectrum with companies like CBL Associates (not a Fund holding) lagging those companies with higher quality portfolios such as Simon Property Group, Inc. and The Macerich Company. Since the Fund is oriented towards these quality names, stock selection contributed positively year to date. The Fund’s underweight position in the sector also contributed positively to performance.

	Although the Industrial sector lagged during the period, we believe its fundamentals continue to improve. Due to positive economic trends and the value-enhancing business strategies of the Industrial sector, the Fund maintained an overweight position, which detracted from performance. However, stock selection contributed positively to results.

	The Self-Storage sector also underperformed the overall REIT market over the period. The Fund maintained an underweight position due to valuation concerns, as aggressive earnings expectations have made Self-Storage one of the most richly valued sectors. Stock selection contributed negatively for the period, largely due to an underweight position in Public Storage, Inc. and an overweight position in U-Store-It Trust.

PORTFOLIO RESULTS

Portfolio Highlights


n	ProLogis — ProLogis is benefiting from structural changes in distribution logistics for the world’s largest users of warehouse space. ProLogis has three linked businesses, property investment, property fund management, and development for sale. It operates in three continents — North America, Europe, and Asia — and is led by an excellent management team. We believe Prologis has a diverse, dynamic, and innovative business model that generates high returns on invested capital.

n	Simon Property Group, Inc. — Simon Property Group is the largest owner, developer, and manager of retail real estate in the U.S. It owns or has an interest in 285 properties in the U.S., comprising 200 million square feet in 40 states. The company operates from four major platforms — regional malls, premium outlet centers, community/lifestyle centers, and international properties. Its strategy is to have a significant presence in all types of the retail real estate spectrum that appeal to retailers and consumers.

n	SL Green Realty Corp. — SL Green Realty Corp. owns and operates a portfolio of 28 commercial office buildings with over 17 million square feet, focused in midtown Manhattan. We believe the company has a solid balance sheet, a strong and experienced management team, and a track record of producing long-term value for its shareholders. With its geographic focus on midtown Manhattan, where occupancies are much higher than the national average and rents are increasing rapidly, SL Green continued to outperform its peers.

	We remain confident and focused on our fundamental premise that good companies with superior management and strategies should outperform over time. As such, we are comfortable with the current positioning of the Fund.

	We thank you for your investment and look forward to your continued confidence.


	Goldman Sachs Real Estate Securities Investment Team

	July 17, 2006

FUND BASICS

Real Estate Securities Fund

as of June 30, 2006

PERFORMANCE REVIEW


January 1, 2006–	Fund Total Return			Wilshire Real Estate
June 30, 2006	(based on NAV)¹			Securities Index²

Class A		13.68	%		14.07	%
Class B		13.32			14.07
Class C		13.22			14.07
Institutional		13.90			14.07
Service		13.62			14.07


¹	The net asset value (NAV) represents the net assets of the class of the Fund (ex-dividend) divided by the total number of shares of the class outstanding. The Fund’s performance reflects the reinvestment of dividends and other distributions. The Fund’s performance does not reflect the deduction of any applicable sales charges.
²	The Wilshire Real Estate Securities Index is a market capitalization-weighted index comprised of publicly traded real estate investment trusts (REIT) and real estate operating companies. The Index is unmanaged and does not reflect any fees or expenses. It is not possible to invest directly in an unmanaged index.

STANDARDIZED TOTAL RETURNS³


For the period ended June 30, 2006	One Year			Five Years			Since Inception (7/27/98)

Class A		14.76	%		18.18	%		15.03	%
Class B		15.24			18.39			15.02
Class C		19.49			18.68			15.03
Institutional		21.96			20.00			16.32
Service		21.36			19.44			15.81

TOP 10 HOLDINGS AS OF 6/30/06⁴


Holding	% of Total Net Assets			Line of Business

Simon Property Group, Inc. (REIT)		6.8	%	Regional Malls
ProLogis (REIT)		6.4		Industrial
Host Marriott Corp. (REIT)		6.3		Hotels
Vornado Realty Trust (REIT)		5.7		Diversified
Boston Properties, Inc. (REIT)		4.4		Office
Archstone-Smith Trust (REIT)		4.3		Residential
General Growth Properties, Inc. (REIT)		4.2		Regional Malls
Kimco Realty Corp. (REIT)		3.9		Shopping Centers
Equity Residential Properties Trust (REIT)		3.5		Residential
AMB Property Corp. (REIT)		3.3		Industrial


⁴	The top 10 holdings may not be representative of the Fund’s future investments.

FUND BASICS

SECTOR ALLOCATION⁵ AS OF 6/30/06

Percentage of Net Assets


⁵	The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets. Short-term investments include repurchase agreements and securities lending collateral, if any. Figures in the above graph may not sum to 100% due to the exclusion of other assets and/or liabilities.

GOLDMAN SACHS TOLLKEEPER FUND^SM

Schedule of Investments

June 30, 2006 (Unaudited)


Shares		Description	Value
Common Stocks – 100.2%

Audio Technology – 2.7%
	321,845	Dolby Laboratories, Inc.*	$	7,498,988

Broadcasting & Cable/Satellite TV – 2.6%
	483,365	XM Satellite Radio Holdings, Inc.*		7,081,297

Commercial Services – 5.9%
	183,300	Iron Mountain, Inc.*		6,851,754
	184,970	The McGraw-Hill Companies, Inc.		9,291,043

				16,142,797

Computer Hardware – 5.4%
	181,345	Avocent Corp.*		4,760,306
	924,760	EMC Corp.*		10,144,617

				14,904,923

Computer Services – 6.7%
	149,020	CheckFree Corp.*		7,385,431
	243,890	First Data Corp.		10,984,806

				18,370,237

Computer Software – 19.9%
	1,037,880	Activision, Inc.*		11,811,074
	180,405	Cogent, Inc.*^(a)		2,718,703
	147,370	Cognos, Inc.*		4,192,677
	267,513	Electronic Arts, Inc.*		11,513,760
	439,340	Microsoft Corp.		10,236,622
	158,470	NAVTEQ*		7,080,440
	269,981	Salesforce.com, Inc.*		7,197,693

				54,750,969

Internet & Online – 12.6%
	296,960	CNET Networks, Inc.*		2,369,741
	33,560	Google, Inc.*		14,072,715
	213,810	Netflix, Inc.*^(a)		5,817,770
	375,340	Yahoo!, Inc.*		12,386,220

				34,646,446

Movies & Entertainment – 1.3%
	97,970	Viacom, Inc. Class B*		3,511,245

Networking/Telecommunications Equipment – 8.0%
	522,340	Cisco Systems, Inc.*		10,201,300
	170,820	Research In Motion Ltd.*		11,918,112

				22,119,412

Publishing – 3.8%
	192,730	Lamar Advertising Co.*		10,380,438

Semi-Capital – 9.8%
	293,120	FormFactor, Inc.*		13,081,946
	504,550	Tessera Technologies, Inc.*		13,875,125

				26,957,071

Semiconductors – 12.2%
	390,280	Linear Technology Corp.		13,070,477
	126,430	Marvell Technology Group Ltd.*		5,604,642
	233,780	QUALCOMM, Inc.		9,367,565
	240,160	Xilinx, Inc.^(a)		5,439,624

				33,482,308

Telecommunications – 9.3%
	403,310	American Tower Corp.*		12,551,007
	110,931	Crown Castle International Corp.*		3,831,557
	272,290	NeuStar, Inc.*		9,189,787

				25,572,351

TOTAL COMMON STOCKS
(Cost $256,116,502)			$	275,418,482

TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL
(Cost $256,116,502)			$	275,418,482

Securities Lending Collateral – 4.6%

	12,537,250	Boston Global Investment Trust – Enhanced Portfolio	$	12,537,250
(Cost $12,537,250)

TOTAL INVESTMENTS – 104.8%
(Cost $268,653,752)			$	287,955,732

LIABILITIES IN EXCESS OF OTHER ASSETS – (4.8)%				(13,092,623	)

NET ASSETS – 100.0%			$	274,863,109


	The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.


*	Non-income producing security.

(a)	All or portion of security is on loan.

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

GOLDMAN SACHS STRUCTURED TAX-MANAGED EQUITY FUND

Schedule of Investments

June 30, 2006 (Unaudited)


Shares		Description	Value
Common Stocks – 96.5%

Aerospace & Defense – 3.3%
	34,100	Northrop Grumman Corp.	$	2,184,446
	30,200	Raytheon Co.		1,346,014
	38,000	The Boeing Co.		3,112,580

				6,643,040

Air Freight & Couriers – 0.3%
	6,100	EGL, Inc.*		306,220
	3,600	United Parcel Service, Inc. Class B		296,388

				602,608

Banks – 5.2%
	70,942	Bank of America Corp.		3,412,310
	8,800	Corus Bankshares, Inc.^(a)		230,384
	5,000	Marshall & Ilsley Corp.		228,700
	3,900	U.S. Bancorp		120,432
	10,300	UnionBanCal Corp.		665,277
	37,504	Wachovia Corp.		2,028,217
	56,300	Wells Fargo & Co.		3,776,604
	2,300	Zions Bancorp.		179,262

				10,641,186

Beverages – 0.1%
	9,400	PepsiAmericas, Inc.		207,834

Biotechnology – 2.2%
	81,500	Alkermes, Inc.*		1,541,980
	19,640	Amgen, Inc.*		1,281,117
	26,900	Celgene Corp.*		1,275,867
	5,022	Genentech, Inc.*		410,800

				4,509,764

Building Products – 0.1%
	3,200	USG Corp.*^(a)		233,376

Chemicals – 1.7%
	19,300	Ashland, Inc.		1,287,310
	7,100	H.B. Fuller Co.		309,347
	22,176	Monsanto Co.		1,866,997
	247	Tronox, Inc. Class B		3,253

				3,466,907

Commercial Services & Supplies – 2.5%
	30	Arbitron, Inc.		1,150
	11,900	CSG Systems International, Inc.*		294,406
	16,800	Global Payments, Inc.		815,640
	38,100	Manpower, Inc.		2,461,260
	1,885	PHH Corp.*		51,913
	5,500	Republic Services, Inc.		221,870
	30,000	Spherion Corp.*		273,600
	12,100	The Brink’s Co.		682,561
	8,800	Waste Management, Inc.		315,744

				5,118,144

Communications Equipment – 3.4%
	201,500	Cisco Systems, Inc.*		3,935,295
	43,300	Corning, Inc.*		1,047,427
	22,900	Motorola, Inc.		461,435
	19,760	QUALCOMM, Inc.		791,783
	57,500	Tellabs, Inc.*		765,325

				7,001,265

Computers & Peripherals – 2.7%
	116,858	Hewlett-Packard Co.		3,702,062
	9,300	Intergraph Corp.*		292,857
	79,100	Western Digital Corp.*		1,566,971

				5,561,890

Construction & Engineering – 0.6%
	23,800	EMCOR Group, Inc.*		1,158,346

Diversified Financials – 8.6%
	3,700	Advanta Corp. Class B		133,015
	49,800	AmeriCredit Corp.*		1,390,416
	1,300	BlackRock, Inc.		180,921
	26,000	CIT Group, Inc.		1,359,540
	26,500	Citigroup, Inc.		1,278,360
	17,000	CompuCredit Corp.*^(a)		653,480
	71,100	Countrywide Financial Corp.		2,707,488
	25,400	Investment Technology Group, Inc.*		1,291,844
	103,900	J.P. Morgan Chase & Co.		4,363,800
	23,660	Merrill Lynch & Co., Inc.		1,645,790
	28,100	Moody’s Corp.		1,530,326
	14,900	Principal Financial, Inc.		829,185
	4,300	SEI Investments Co.		210,184

				17,574,349

Diversified Telecommunication Services – 3.3%
	54,200	AT&T, Inc.		1,511,638
	25,000	BellSouth Corp.		905,000
	18,700	CenturyTel, Inc.		694,705
	1,715	Embarq Corp.*		70,298
	38,000	Sprint Nextel Corp.		759,620
	80,500	Verizon Communications, Inc.		2,695,945

				6,637,206

Electric Utilities – 3.8%
	4,300	Constellation Energy Group, Inc.		234,436
	31,900	Edison International		1,244,100
	16,000	Entergy Corp.		1,132,000
	62,100	PG&E Corp.		2,439,288
	46,500	TXU Corp.		2,780,235

				7,830,059

Electrical Equipment – 0.5%
	7,400	Acuity Brands, Inc.		287,934
	14,600	General Cable Corp.*		511,000
	3,900	Woodward Governor Co.		118,989

				917,923

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

GOLDMAN SACHS STRUCTURED TAX-MANAGED EQUITY FUND

Schedule of Investments (continued)

June 30, 2006 (Unaudited)


Shares		Description	Value
Common Stocks – (continued)

Electronic Equipment & Instruments – 0.8%
	4,900	Tech Data Corp.*	$	187,719
	34,200	Waters Corp.*		1,518,480

				1,706,199

Energy Equipment & Services – 0.8%
	20,300	Transocean, Inc.*		1,630,496

Food & Drug Retailing – 0.5%
	14,579	Longs Drug Stores Corp.		665,094
	5,800	Performance Food Group Co.*		176,204
	9,500	Spartan Stores, Inc.		138,985

				980,283

Food Products – 2.3%
	64,800	Archer-Daniels-Midland Co.		2,674,944
	32,800	Dean Foods Co.*		1,219,832
	54,600	Tyson Foods, Inc.		811,356

				4,706,132

Healthcare Equipment & Supplies – 1.3%
	81,000	Applera Corp. – Applied Biosystems Group		2,620,350

Healthcare Providers & Services – 4.3%
	55,500	AmerisourceBergen Corp.		2,326,560
	45,400	Caremark Rx, Inc.		2,264,098
	3,800	Humana, Inc.*		204,060
	45,700	McKesson Corp.		2,160,696
	40,830	UnitedHealth Group, Inc.		1,828,367

				8,783,781

Hotels, Restaurants & Leisure – 1.9%
	39,300	Choice Hotels International, Inc.		2,381,580
	5,200	Darden Restaurants, Inc.		204,880
	10,900	Papa John’s International, Inc.*		361,880
	6,700	Ruby Tuesday, Inc.		163,547
	22,200	Starbucks Corp.*		838,272

				3,950,159

Household Durables – 0.2%
	16,800	Furniture Brands International, Inc.^(a)		350,112

Household Products – 3.3%
	44,100	Colgate-Palmolive Co.		2,641,590
	74,720	Procter & Gamble Co.		4,154,432

				6,796,022

Industrial Conglomerates – 2.2%
	80,800	General Electric Co.		2,663,168
	15,200	Reynolds American, Inc.		1,752,560

				4,415,728

Insurance – 6.8%
	884	Alleghany Corp.*		244,302
	20,300	AMBAC Financial Group, Inc.		1,646,330
	30,700	American International Group, Inc.		1,812,835
	1,800	American National Insurance Co.		233,496
	12,400	CNA Financial Corp.*		408,704
	5,100	Genworth Financial, Inc.		177,684
	74,000	Loews Corp.		2,623,300
	31,867	MBIA, Inc.		1,865,813
	3,500	MetLife, Inc.		179,235
	6,100	Nationwide Financial Services, Inc.		268,888
	22,200	Prudential Financial, Inc.		1,724,940
	35,200	Radian Group, Inc.		2,174,656
	3,500	Stewart Information Services Corp.		127,085
	10,050	W.R. Berkley Corp.		343,007

				13,830,275

Internet & Catalog Retail – 0.2%
	15,350	Coldwater Creek, Inc.*		410,766

Internet Software & Services – 1.4%
	5,600	Google, Inc.*		2,348,248
	52,400	RealNetworks, Inc.*		560,680

				2,908,928

IT Consulting & Services – 1.1%
	44,200	Computer Sciences Corp.*		2,141,048

Machinery – 0.8%
	4,950	Applied Industrial Technologies, Inc.		120,335
	2,300	Caterpillar, Inc.		171,304
	5,175	Graco, Inc.		237,946
	3,800	Reliance Steel & Aluminum Co.		315,210
	9,000	SPX Corp.		503,550
	6,900	Valmont Industries, Inc.		320,781

				1,669,126

Marine – 0.1%
	3,700	Overseas Shipholding Group, Inc.		218,855

Media – 5.9%
	61,700	CBS Corp. Class B		1,668,985
	64,400	Clear Channel Communications, Inc.		1,993,180
	8,500	Liberty Global, Inc. Series C*		174,845
	6,500	Netflix, Inc.*^(a)		176,865
	101,200	The Walt Disney Co.		3,036,000
	191,000	Time Warner, Inc.		3,304,300
	49,700	Univision Communications, Inc.*		1,664,950

				12,019,125

Metals & Mining – 0.3%
	7,100	Southern Copper Corp.^(a)		632,823

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

GOLDMAN SACHS STRUCTURED TAX-MANAGED EQUITY FUND


Shares		Description	Value
Common Stocks – (continued)

Multiline Retail – 0.8%
	7,400	J. C. Penney Co., Inc.	$	499,574
	23,100	Wal-Mart Stores, Inc.		1,112,727

				1,612,301

Office Electronics – 0.2%
	28,300	IKON Office Solutions, Inc.		356,580

Oil & Gas – 8.1%
	55,300	Anadarko Petroleum Corp.		2,637,257
	14,579	ConocoPhillips		955,362
	49,800	Devon Energy Corp.		3,008,418
	5,700	Equitable Resources, Inc.		190,950
	49,800	Exxon Mobil Corp.		3,055,230
	2,450	Kerr-McGee Corp.		169,907
	17,600	Occidental Petroleum Corp.		1,804,880
	18,600	Sunoco, Inc.		1,288,794
	22,300	Tesoro Petroleum Corp.		1,658,228
	25,600	Valero Energy Corp.		1,702,912

				16,471,938

Pharmaceuticals – 4.8%
	6,000	Endo Pharmaceuticals Holdings, Inc.*		197,880
	12,300	Johnson & Johnson		737,016
	98,500	Merck & Co., Inc.		3,588,355
	9,800	Mylan Laboratories, Inc.		196,000
	11,200	New River Pharmaceuticals, Inc.*^(a)		319,200
	201,600	Pfizer, Inc.		4,731,552

				9,770,003

Real Estate – 1.2%
	22,400	American Home Mortgage Investment Corp.		825,664
	8,100	CB Richard Ellis Group, Inc.*		201,690
	3,200	Jones Lang LaSalle, Inc.		280,160
	14,300	New Century Financial Corp.^(a)		654,225
	10,600	ProLogis (REIT)		552,472

				2,514,211

Road & Rail – 0.4%
	3,100	CSX Corp.		218,364
	3,800	Dollar Thrifty Automotive Group, Inc.*		171,266
	4,900	Union Pacific Corp.		455,504

				845,134

Semiconductor Equipment & Products – 1.9%
	24,400	Advanced Micro Devices, Inc.*		595,848
	51,800	Freescale Semiconductor, Inc.*		1,502,200
	21,281	Freescale Semiconductor, Inc. Class B*		625,661
	37,500	MPS Group, Inc.*		564,750
	16,300	Texas Instruments, Inc.		493,727

				3,782,186

Software – 2.0%
	6,100	American Reprographics Co.*		221,125
	16,335	Autodesk, Inc.*		562,904
	20,100	CA, Inc.		413,055
	24,700	Cadence Design Systems, Inc.*		423,605
	27,800	Microsoft Corp.		647,740
	16,100	Red Hat, Inc.*		376,740
	54,100	Synopsys, Inc.*		1,015,457
	11,000	VeriFone Holdings, Inc.*		335,280

				3,995,906

Specialty Retail – 4.3%
	45,100	AutoNation, Inc.*		966,944
	69,642	Circuit City Stores, Inc.		1,895,655
	12,100	Group 1 Automotive, Inc.		681,714
	60,800	Office Depot, Inc.*		2,310,400
	17,270	Payless ShoeSource, Inc.*		469,226
	34,100	Sonic Automotive, Inc.		756,338
	49,300	United Rentals, Inc.*		1,576,614

				8,656,891

Textiles & Apparel – 0.2%
	14,900	Kellwood Co.		436,123

Wireless Telecommunication Services – 0.1%
	1,900	Telephone & Data Systems, Inc. Special Shares		73,910
	3,100	United States Cellular Corp.*		187,860

				261,770

TOTAL COMMON STOCKS
(Cost $159,925,134)			$	196,577,148

Principal

Interest

Maturity

Amount

Rate

Date

Value

Repurchase Agreement^(b) – 2.9%

Joint Repurchase Agreement Account II

5,900,000

5.28

07/03/2006

5,900,000

Maturity Value: $5,902,594

(Cost $5,900,000)

TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL

(Cost $165,825,134)

202,477,148

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

GOLDMAN SACHS STRUCTURED TAX-MANAGED EQUITY FUND

Schedule of Investments (continued)

June 30, 2006 (Unaudited)


Shares		Description	Value
Securities Lending Collateral – 1.5%

	3,006,475	Boston Global Investment Trust – Enhanced Portfolio	$	3,006,475
(Cost $3,006,475)

TOTAL INVESTMENTS – 100.9%
(Cost $168,831,609)			$	205,483,623

LIABILITIES IN EXCESS OF OTHER ASSETS – (0.9)%			$	(1,781,840	)

NET ASSETS – 100.0%			$	203,701,783


	The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.


*	Non-income producing security.

(a)	All or portion of security is on loan.

(b)	Joint repurchase agreement was entered into on June 30, 2006. Additional information appears on page 25.

ADDITIONAL INVESTMENT INFORMATION

FUTURES CONTRACTS — At June 30, 2006, the following futures contracts were open as follows:

Number of

Settlement

Market

Unrealized

Type

Contracts Long

Month

Value

Gain

S&P Mini 500 Index

103

September 2006

6,588,970

125,505

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

GOLDMAN SACHS REAL ESTATE SECURITIES FUND

Schedule of Investments

June 30, 2006 (Unaudited)


Shares		Description	Value
Common Stocks – 98.5%

Diversified – 9.4%
	302,301	Duke Realty Corp. (REIT)	$	10,625,880
	480,562	Liberty Property Trust (REIT)^(a)		21,240,840
	494,889	Vornado Realty Trust (REIT)		48,276,422

				80,143,142

Health Care – 0.5%
	222,313	Cogdell Spencer, Inc.		4,337,327

Hotels – 12.8%
	99,400	Four Seasons Hotels, Inc.^(a)		6,107,136
	2,462,019	Host Marriott Corp. (REIT)		53,844,355
	384,954	Innkeepers USA Trust (REIT)		6,652,005
	484,146	LaSalle Hotel Properties (REIT)		22,415,960
	332,361	Starwood Hotels & Resorts Worldwide, Inc.		20,054,663

				109,074,119

Industrial – 10.8%
	558,562	AMB Property Corp. (REIT)		28,235,309
	1,045,362	ProLogis (REIT)		54,484,268
	149,603	PS Business Parks, Inc. (REIT)		8,826,577

				91,546,154

Office – 19.7%
	169,151	Alexandria Real Estate Equities, Inc. (REIT)		15,000,311
	297,993	BioMed Realty Trust, Inc. (REIT)		8,921,910
	410,197	Boston Properties, Inc. (REIT)		37,081,809
	794,282	Brandywine Realty Trust (REIT)		25,552,052
	867,002	Brookfield Properties Corp.		27,891,454
	105,319	Corporate Office Properties Trust (REIT)		4,431,823
	591,049	Equity Office Properties Trust (REIT)		21,579,199
	246,595	SL Green Realty Corp. (REIT)^(a)		26,994,755

				167,453,313

Other REITs – 1.9%
	238,289	Gramercy Capital Corp. (REIT)		6,171,685
	892,507	Spirit Finance Corp. (REIT)		10,049,629

				16,221,314

Regional Malls – 13.4%
	164,294	Feldman Mall Properties, Inc.		1,800,662
	793,457	General Growth Properties, Inc. (REIT)		35,753,173
	695,965	Simon Property Group, Inc. (REIT)		57,723,337
	267,059	The Macerich Company (REIT)		18,747,542

				114,024,714

Residential – 15.2%
	723,597	Archstone-Smith Trust (REIT)		36,809,379
	254,817	AvalonBay Communities, Inc. (REIT)		28,187,857
	257,596	Camden Property Trust (REIT)		18,946,186
	668,633	Equity Residential Properties Trust (REIT)		29,907,954
	76,966	Essex Property Trust, Inc. (REIT)		8,594,024
	236,638	United Dominion Realty Trust, Inc. (REIT)		6,628,230

				129,073,630

Self Storage – 3.1%
	222,364	Public Storage, Inc. (REIT)		16,877,427
	487,194	U-Store-It Trust (REIT)		9,188,479

				26,065,906

Shopping Centers – 11.7%
	445,158	Developers Diversified Realty Corp. (REIT)		23,228,344
	911,489	Kimco Realty Corp. (REIT)		33,260,234
	435,121	Kite Realty Group Trust (REIT)		6,783,536
	295,706	Regency Centers Corp. (REIT)		18,378,128
	475,927	Weingarten Realty Investors (REIT)		18,218,486

				99,868,728

TOTAL COMMON STOCKS
(Cost $588,537,127)			$	837,808,347

Principal

Interest

Maturity

Amount

Rate

Date

Value

Repurchase Agreement^(b) – 4.3%

Joint Repurchase Agreement Account II

36,300,000

5.28

07/03/2006

36,300,000

Maturity Value: $36,315,960

(Cost $36,300,000)

TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL

(Cost $624,837,127)

874,108,347

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

GOLDMAN SACHS REAL ESTATE SECURITIES FUND

Schedule of Investments (continued)

June 30, 2006 (Unaudited)


Shares		Description	Value
Securities Lending Collateral – 5.1%

	43,205,675	Boston Global Investment Trust – Enhanced Portfolio	$	43,205,675
(Cost $43,205,675)

TOTAL INVESTMENTS – 107.9%
(Cost $668,042,802)			$	917,314,022

LIABILITIES IN EXCESS OF OTHER ASSETS – (7.9)%				(66,913,920	)

NET ASSETS – 100.0%			$	850,400,102


	The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.


(a)	All or portion of security is on loan.

(b)	Joint repurchase agreement was entered into on June 30, 2006. Additional information appears on page 25.

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

GOLDMAN SACHS SPECIALTY FUNDS

ADDITIONAL INVESTMENT INFORMATION

JOINT REPURCHASE AGREEMENT ACCOUNT II — At June 30, 2006, the Portfolios had undivided interests in the Joint Repurchase Agreement Account II, as follows:


Fund	Principal Amount

Structured Tax-Managed Equity	$	5,900,000

Real Estate Securities		36,300,000



	Principal		Interest			Maturity	Maturity
Repurchase Agreements	Amount		Rate			Date	Value

Banc of America Securities LLC	$	2,860,000,000		5.30	%	07/03/2006	$	2,861,263,167

Barclays Capital PLC		1,500,000,000		5.32		07/03/2006		1,500,665,000

Bear Stearns		500,000,000		5.31		07/03/2006		500,221,250

Deutsche Bank Securities, Inc.		1,000,000,000		5.20		07/03/2006		1,000,433,333

Greenwich Capital Markets		300,000,000		5.32		07/03/2006		300,133,000

J.P. Morgan Securities, Inc.		400,000,000		5.28		07/03/2006		400,176,000

Merrill Lynch		500,000,000		5.25		07/03/2006		500,218,750

Morgan Stanley & Co.		3,000,000,000		5.25		07/03/2006		3,001,312,500

UBS Securities LLC		1,050,000,000		5.25		07/03/2006		1,050,459,375

UBS Securities LLC		475,000,000		5.30		07/03/2006		475,209,792

UBS Securities LLC		400,000,000		5.34		07/03/2006		400,178,000

Wachovia Capital Markets		250,000,000		5.26		07/03/2006		250,109,583

TOTAL	$	12,235,000,000					$	12,240,379,750

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

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

GOLDMAN SACHS SPECIALTY FUNDS

Statements of Assets and Liabilities

June 30, 2006 (Unaudited)


		Tollkeeper			Structured Tax-Managed			Real Estate
		Fund			Equity Fund			Securities Fund

Assets:

Investment in securities, at value (identified cost $256,116,502, $165,825,134 and $624,837,127, respectively) — including $12,200,250, $2,944,563 and $42,785,274 of securities on loan, respectively		$	275,418,482		$	202,477,148		$	874,108,347
Securities lending collateral, at value (cost $12,537,250, $3,006,475 and $43,205,675)			12,537,250			3,006,475			43,205,675
Cash^(a)			154,638			654,229			86,763
Receivables:
	Dividends and interest		14,633			202,087			3,084,104
	Fund shares sold		114,088			852,629			1,035,351
	Investment securities sold, at value		481,522			—			—
	Reimbursement from adviser		23,752			33,398			40,313
	Securities lending income		21,194			3,380			12,015
Other assets			2,831			1,310			6,039

Total assets			288,768,390			207,230,656			921,578,607

Liabilities:

Payables:
	Payable upon return of securities loaned		12,537,250			3,006,475			43,205,675
	Fund shares repurchased		784,786			233,918			26,944,151
	Amounts owed to affiliates		413,994			191,658			881,501
	Variation margin		—			4,352			—
Accrued expenses			169,251			92,470			147,178

Total liabilities			13,905,281			3,528,873			71,178,505

Net Assets:

Paid-in capital			1,661,638,419			209,641,142			548,198,965
Accumulated undistributed (distribution in excess of) net investment income			(2,411,719	)		397,871			346,582
Accumulated net realized gain (loss) on investment, futures and foreign currency related transactions			(1,403,665,571	)		(43,114,749	)		52,583,304
Net unrealized gain on investments, futures and translation of assets and liabilities denominated in foreign currencies			19,301,980			36,777,519			249,271,251

NET ASSETS		$	274,863,109		$	203,701,783		$	850,400,102

Net Assets:
	Class A	$	112,256,248		$	109,532,513		$	369,754,838
	Class B		99,294,721			24,863,934			21,475,815
	Class C		52,030,348			25,360,712			22,416,886
	Institutional		11,094,538			43,602,270			428,395,272
	Service		187,254			342,354			8,357,291

Shares Outstanding:
	Class A		14,216,975			10,163,186			18,210,726
	Class B		13,233,652			2,396,127			1,053,956
	Class C		6,939,386			2,449,938			1,109,490
	Institutional		1,366,790			3,975,841			21,027,394
	Service		23,812			31,868			409,684

Total shares of beneficial interest outstanding, $0.001 par value (unlimited shares authorized)			35,780,615			19,016,960			41,811,250

Net asset value, offering and redemption price per share:^(b)
	Class A		$7.90		$	10.78		$	20.30
	Class B		7.50			10.38			20.38
	Class C		7.50			10.35			20.20
	Institutional		8.12			10.97			20.37
	Service		7.86			10.74			20.40


(a)	Includes restricted cash of $572,000 for the Structured Tax-Managed Equity Fund relating to initial margin requirements on futures transactions.
(b)	Maximum public offering price per share (NAV per share multiplied by 1.0582) for Class A Shares of the Tollkeeper, Structured Tax-Managed Equity and Real Estate Securities Funds is $8.36, $11.41 and $21.48, respectively. At redemption, Class B and Class C Shares may be subject to a contingent deferred sales charge, assessed on the amount equal to the lesser of the current net asset value or the original purchase price of the shares.

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


	GOLDMAN SACHS SPECIALTY FUNDS

Statements of Operations

For the Six Months Ended June 30, 2006 (Unaudited)


		Tollkeeper			Structured Tax-Managed			Real Estate
		Fund			Equity Fund			Securities Fund

Investment income:

Dividends^(a)		$	442,190		$	1,324,520		$	13,316,894
Interest (including securities lending income of $50,616, $8,720 and $29,711, respectively)			102,302			113,221			658,076

Total income			544,492			1,437,741			13,974,970


Expenses:

Management fees			1,561,755			588,891			3,988,566
Distribution and Service fees^(b)			1,033,015			367,285			647,114
Transfer agent fees^(b)			287,854			141,715			450,186
Custody and accounting fees			56,728			59,182			80,835
Registration fees			25,529			32,605			32,342
Printing fees			32,247			16,474			38,865
Professional fees			24,715			23,764			25,778
Trustee fees			7,199			7,199			7,199
Service share fees			369			983			17,827
Other			79,256			30,533			41,176

Total expenses			3,108,667			1,268,631			5,329,888

Less — expense reductions			(126,693	)		(207,673	)		(217,730	)

Net expenses			2,981,974			1,060,958			5,112,158

NET INVESTMENT INCOME (LOSS)			(2,437,482	)		376,783			8,862,812


Realized and unrealized gain (loss) on investment, futures and foreign currency transactions:

Net realized gain (loss) from:
	Investment transactions (including commissions recaptured of $37,470, $0 and $0, respectively)		(5,156,540	)		(557,412	)		51,470,507
	Futures transactions		—			(43,875	)		—
Net change in unrealized gain on:
	Investments		4,722,429			5,345,075			39,415,900
	Futures		—			138,298			—
	Translation of assets and liabilities denominated in foreign currencies		—			—			31

Net realized and unrealized gain (loss) on investment, futures and foreign currency transactions			(434,111	)		4,882,086			90,886,438

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		$	(2,871,593	)	$	5,258,869		$	99,749,250


(a)	For the Real Estate Securities Fund foreign taxes withheld on dividends were $46,304.
(b)	Class specific Distribution and Service and Transfer Agent fees were as follows:


	Distribution and Service Fees						Transfer Agent Fees

Fund	Class A		Class B		Class C		Class A		Class B		Class C		Institutional		Service

Tollkeeper	$	156,515	$	580,244	$	296,256	$	118,952	$	110,246	$	56,289	$	2,338	$	29
Structured Tax-Managed Equity		117,667		127,590		122,028		89,427		24,242		23,185		4,782		79
Real Estate Securities		430,169		109,137		107,808		326,929		20,736		20,483		80,612		1,426

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

GOLDMAN SACHS SPECIALTY FUNDS

Statements of Changes in Net Assets


		Tollkeeper Fund						Structured Tax-Managed Equity Fund						Real Estate Securities Fund

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

From operations:

Net investment income (loss)		$	(2,437,482	)	$	(5,331,671	)	$	376,783		$	138,882		$	8,862,812		$	9,744,583
Net realized gain (loss) on investment, futures and foreign currency related transactions			(5,156,540	)		34,310,169			(601,287	)		2,644,126			51,470,507			32,087,872
Payment by affiliates to reimburse certain security claims			—			—			—			5,987			—			—
Net change in unrealized gain (loss) on investments, futures and translation of assets and liabilities denominated in foreign currencies			4,722,429			(27,520,784	)		5,483,373			6,277,034			39,415,931			37,370,852

Net increase (decrease) in net assets resulting from operations			(2,871,593	)		1,457,714			5,258,869			9,066,029			99,749,250			79,203,307


Distributions to shareholders:

From net investment income
	Class A Shares		—			—			—			(58,662	)		(3,755,355	)		(5,422,554	)
	Class B Shares		—			—			—			—			(142,359	)		(268,940	)
	Class C Shares		—			—			—			—			(148,761	)		(228,774	)
	Institutional Shares		—			—			—			(59,132	)		(5,226,484	)		(6,829,368	)
	Service Shares		—			—			—			—			(75,428	)		(80,949	)
From net realized gain:
	Class A Shares		—			—			—			—			—			(17,327,418	)
	Class B Shares		—			—			—			—			—			(1,269,974	)
	Class C Shares		—			—			—			—			—			(1,156,212	)
	Institutional Shares		—			—			—			—			—			(19,326,686	)
	Service Shares		—			—			—			—			—			(325,342	)

Total distributions to shareholders			—			—			—			(117,794	)		(9,348,387	)		(52,236,217	)


From share transactions:

Proceeds from sales of shares			22,047,162			29,251,261			68,398,306			57,795,919			167,940,614			272,656,738
Reinvestment of dividends and distributions			—			—			—			77,567			8,317,685			46,281,094
Cost of shares repurchased			(60,002,877	)		(127,253,551	)		(12,381,945	)		(19,086,548	)		(113,886,541	)		(204,033,747	)

Net increase (decrease) in net assets resulting from share transactions			(37,955,715	)		(98,002,290	)		56,016,361			38,786,938			62,371,758			114,904,085

NET INCREASE (DECREASE)			(40,827,308	)		(96,544,576	)		61,275,230			47,735,173			152,772,621			141,871,175


Net assets:

Beginning of period			315,690,417			412,234,993			142,426,553			94,691,380			697,627,481			555,756,306

End of period		$	274,863,109		$	315,690,417		$	203,701,783		$	142,426,553		$	850,400,102		$	697,627,481

Accumulated undistributed (distributions in excess of) net investment income		$	(2,411,719	)	$	25,763		$	397,871		$	21,088		$	346,582		$	832,157

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

GOLDMAN SACHS SPECIALTY FUNDS

Notes to Financial Statements

June 30, 2006 (Unaudited)

1. ORGANIZATION

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

The Real Estate Securities Fund invests primarily in securities of issuers that are engaged in or related to the real estate industry and has a policy of concentrating its investments in the real estate industry. Therefore, an investment in the Real Estate Securities Fund is subject to certain risks associated with the direct ownership of real estate and with the real estate industry in general. Such risks include, but are not limited to, declines in property values; increases in property taxes, operating expenses, interest rates or competition; zoning changes; and losses from casualty and condemnation.

The Tollkeeper Fund invests primarily in equity investments in “Tollkeeper” companies. In general, the Investment Adviser defines a Tollkeeper company as a high-quality technology, media, or service company that adopts or uses technology to improve its cost structure, revenue, opportunities or competitive advantage. Because of its focus on technology, media and service companies, the Fund’s investment performance will be closely tied to many factors which affect technology, media and service companies. The Fund may also invest in a relatively few numbers of issuers. As a result, the Fund’s Net Asset Value is more likely to have greater fluctuations than that of a fund which is more diversified or invests in other industries.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies consistently followed by the Funds. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.

A. Investment Valuation — Investments in equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, such securities are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/dealer-supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other than those that are exchange traded) are valued at the net asset value per share on the valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which market quotations are not readily available or are deemed not to reflect market value by the investment adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.

B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Funds, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted.

GOLDMAN SACHS SPECIALTY FUNDS

Notes to Financial Statements (continued)

June 30, 2006 (Unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

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

C. Expenses — Expenses incurred by the Trust that do not specifically relate to an individual Fund of the Trust are allocated to the Funds on a straight-line and/or “pro-rata” basis depending upon the nature of the expense.

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

D. Federal Taxes and Distributions to Shareholders — It is each Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income distributions, if any, are declared and paid annually for the Tollkeeper and Structured Tax-Managed Equity Funds and quarterly for the Real Estate Securities Fund. Capital gains distributions, if any, are declared and paid annually for all Funds.

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

In addition, distributions paid by the Structured Tax-Managed Equity and the Real Estate Securities Funds’ investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Funds as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, a REIT’s cash flow will exceed its taxable income. The REIT may distribute this excess cash to offer a more competitive yield. This portion of the Funds’ distributions is deemed a return of capital and is generally not taxable to shareholders.

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

Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Funds, together with other registered investment companies having management or investment advisory agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, may transfer uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.

F. Segregation Transactions — As set forth in the prospectus, the Funds may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, mortgage dollar rolls, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Funds are required to segregate liquid assets, on the books of their custodian, with a current value equal to or greater than the market value of the corresponding transactions.

GOLDMAN SACHS SPECIALTY FUNDS

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

G. Futures Contracts — The Funds may enter into futures transactions to hedge against changes in interest rates, securities prices, currency exchange rates or to seek to increase total return. Futures contracts are valued at the last settlement price, or in absence of a sale, the last bid price, at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Funds are required to deposit with a broker or the Funds’ custodian bank on behalf of the broker an amount of cash or securities equal to the minimum “initial margin” requirement of the associated futures exchange. Subsequent payments for futures contracts (“variation margin”) are paid or received by the Funds, dependent on the daily fluctuations in the value of the contracts, and are recorded for financial reporting purposes as unrealized gains or losses. When contracts are closed, the Funds realize a gain or loss which is reported in the Statement of Operations.

The use of futures contracts involves, to varying degrees, elements of market and counterparty risk which may exceed the amounts recognized in the Statements of Assets and Liabilities. Changes in the value of a futures contract may not directly correlate with changes in the value of the underlying securities. This risk may decrease the effectiveness of the Funds’ strategies and potentially result in a loss.

H. Commission Recapture — The Tollkeeper Fund may direct portfolio trades, subject to obtaining best execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to the Tollkeeper Fund as cash payments and are included in the net realized gain (loss) on investments in the Statements of Operations.

3. AGREEMENTS

GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Funds. Under the Agreement, GSAM manages the Funds, subject to the general supervision of the Trust’s Board of Trustees.

As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Funds’ business affairs, including providing facilities, GSAM is entitled to a fee (“Management fee”) computed daily and payable monthly, equal to an annual percentage rate of each Fund’s average daily net assets.

GSAM has entered into a fee reduction commitment for the Fund which was implemented on a voluntary basis beginning on July 1, 2005 and on a contractual basis as of April 28, 2006 to achieve the rates listed below:


	Management Fee			Average Daily
Fund	Annual Rate			Net Assets

Tollkeeper		1.00	%		First $1 Billion
		0.90			Next $1 Billion
		0.86			Over $2 Billion

Structured Tax-Managed Equity		0.70			First $1 Billion
		0.63			Next $1 Billion
		0.60			Over $2 Billion

Real Estate Securities		1.00			First $1 Billion
		0.90			Next $1 Billion
		0.86			Over $2 Billion

GOLDMAN SACHS SPECIALTY FUNDS

Notes to Financial Statements (continued)

June 30, 2006 (Unaudited)

3. AGREEMENTS (continued)

Additionally, effective January 6, 2006, GSAM has agreed to voluntarily waive a portion of its Management fee equal to 0.05% of the average daily net assets of the Structured Tax-Managed Equity Fund.

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

For the six months ended June 30, 2006, the Other Expense limitations for the Tollkeeper, Structured Tax-Managed Equity and the Real Estate Securities Funds as an annual percentage rate of average daily net assets were 0.064%, 0.004% and 0.004%, respectively. Prior to January 6, 2006, the Other Expense limitation for Structured Tax-Managed Equity Fund was 0.054%.

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

Goldman Sachs serves as Distributor of shares of the Funds pursuant to a Distribution Agreement. Goldman Sachs may retain a portion of the Class A sales load and Class B and Class C contingent deferred sales charges. During the six months ended June 30, 2006, Goldman Sachs advised the Funds that it retained the following approximate amounts:


			Contingent Deferred
	Sales Load		Sales Charge

Fund	Class A		Class B		��	Class C

Tollkeeper	$	6,800	$	1,100		$	100

Structured Tax-Managed Equity		45,100		—			—

Real Estate Securities		29,400		200			—

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

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

GOLDMAN SACHS SPECIALTY FUNDS

3. AGREEMENTS (continued)

For the six months ended June 30, 2006, GSAM has voluntarily agreed to waive certain fees and reimburse other expenses. In addition, the Funds have entered into certain offset arrangements with the custodian resulting in a reduction in the Funds’ expenses. These expense reductions were as follows (in thousands):


	Management		Other Expense		Custody Fee		Total Expense
Fund	Fee Waiver		Reimbursement		Reduction		Reductions

Tollkeeper	$	—	$	126	$	1	$	127

Structured Tax-Managed Equity		41		165		2		208

Real Estate Securities		—		210		8		218

At June 30, 2006, the amounts owed to affiliates were as follows (in thousands):


	Management		Distribution and		Transfer
Fund	Fees		Service Fees		Agent Fees		Total

Tollkeeper	$	225	$	148	$	41	$	414

Structured Tax-Managed Equity		104		63		25		192

Real Estate Securities		696		109		77		882

4. PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2006 were as follows:


Fund	Purchases		Sales and Maturities

Tollkeeper	$	76,318,861	$	115,456,538

Structured Tax-Managed Equity		118,939,879		68,518,900

Real Estate Securities		232,587,402		164,898,003

For the six months ended June 30, 2006, Goldman Sachs earned approximately $16,100, $9,700 and $7,500 of brokerage commissions from portfolio transactions, including futures transactions, executed on behalf of the Tollkeeper, Structured Tax-Managed Equity and Real Estate Securities Funds, respectively.

5. SECURITIES LENDING

Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Funds may lend their securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly-owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs and affiliates. In accordance with the Funds’ security lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. The market value of the loaned securities is determined at the close of business of the funds at their last sale price or official closing price on the principal exchange or system on which they are traded and any additional required

GOLDMAN SACHS SPECIALTY FUNDS

Notes to Financial Statements (continued)

June 30, 2006 (Unaudited)

5. SECURITIES LENDING (continued)

collateral is delivered to the funds on the next business day. As with other extensions of credit, the Funds bear the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.

Both the Funds and BGA receive compensation relating to the lending of the Funds’ securities. The amounts earned by the Funds for the six months ended June 30, 2006, are reported parenthetically under Investment Income on the Statements of Operations. The Funds invest the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Funds bear the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

The table below details securities lending activity as of, and for the six months ended June 30, 2006:


					Earnings of BGA		Earnings Received
					Relating to		by the Funds
	Market Value of		Cash Collateral		Securities		From Lending to
	Securities on Loan		Received for Loans		Loaned for the		Goldman Sachs for
	as of		Outstanding as of		Six Months Ended		the Six Months Ended
Fund	June 30, 2006		June 30, 2006		June 30, 2006		June 30, 2006

Tollkeeper	$	12,200,250	$	12,537,250	$	7,723	$	4,059

Structured Tax-Managed Equity		2,944,563		3,006,475		1,333		798

Real Estate Securities		42,785,274		43,205,675		4,775		96

6. LINE OF CREDIT FACILITY

The Funds participate in a $400,000,000 committed, unsecured revolving line of credit facility together with other registered investment companies having management of investment advisory agreements with GSAM. Under the most restrictive arrangement, the Funds must own securities having a market value in excess of 300% of each fund’s total bank borrowings. This facility is to be used solely for temporary or emergency purposes. The interest rate on borrowings is based on the federal funds rate. The committed facility also requires a fee to be paid by the Funds based on the amount of the commitment that has not been utilized. During the six months ended June 30, 2006, the Funds did not have any borrowings under this facility.

7. TAX INFORMATION

As of the Funds’ most recent fiscal year end, December 31, 2005, the Funds’ capital loss carryforwards on a tax basis were as follows.

GOLDMAN SACHS SPECIALTY FUNDS

7. TAX INFORMATION (continued)


				Structured
				Tax-Managed			Real Estate
	Tollkeeper Fund			Equity Fund			Securities Fund

Capital loss carryforward:⁽¹⁾
Expiring 2009		(775,760,676	)		(21,567,672	)		—
Expiring 2010		(476,361,177	)		(20,748,975	)		—
Expiring 2011		(137,998,151	)		(209,608	)		—
Expiring 2012		(1,145,651	)		—			—

Total capital loss carryforward		(1,391,265,655	)		(42,526,255	)		—


⁽¹⁾	Expiration occurs on December 31 of the year indicated.

At June 30, 2006, the Funds’ aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:


				Structured
				Tax-Managed			Real Estate
	Tollkeeper Fund			Equity Fund			Securities Fund

Tax cost	$	275,871,365		$	168,831,609		$	668,679,464

Gross unrealized gain		33,949,747			38,640,605			249,648,761
Gross unrealized loss		(21,865,380	)		(1,988,591	)		(1,014,203	)

Net unrealized security gain	$	12,084,367		$	36,652,014		$	248,634,558
Net unrealized gain on other investments		—			125,505			—

Net unrealized gain on other investments	$	12,084,367		$	36,777,519		$	248,634,558

The difference between book-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales, the recognition of gains on appreciated stock for tax purposes and net mark to market losses on Section 1256 futures contracts.

8. OTHER MATTERS

As of June 30, 2006, Goldman Sachs & Co. Employees Profit Sharing Master Trust was the beneficial owner of approximately 16% of the outstanding shares of the Real Estate Securities Fund.

In addition, the following Goldman Sachs Asset Allocation Portfolios were beneficial owners of the Real Estate Securities Fund as of June 30, 2006 (as a percentage of outstanding Institutional shares):

Goldman Sachs

Growth and

Goldman Sachs

Equity Growth

Balanced Strategy

Income Strategy

Growth Strategy

Strategy

Fund

Portfolio

Real Estate Securities

Legal Proceedings — Purported class and derivative action lawsuits were filed in April and May 2004 in the United States District Court for the Southern District of New York against the Goldman Sachs Group, Inc. (“GSG”), GSAM and certain related parties, including certain Goldman Sachs Funds including these Funds, and the Trustees and Officers of the Trust. In

GOLDMAN SACHS SPECIALTY FUNDS

Notes to Financial Statements (continued)

June 30, 2006 (Unaudited)

8. OTHER MATTERS (continued)

June 2004, these lawsuits were consolidated into one action and in November 2004 a consolidated and amended complaint was filed against GSG, GSAM, GSAMI, Goldman Sachs and certain related parties including certain Goldman Sachs Funds and the Trustees and Officers of the Trust. These Funds, along with certain other investment portfolios of the Trust, were named as nominal defendants in the amended complaint. Plaintiffs filed a second amended consolidated complaint on April 15, 2005. The second amended consolidated complaint alleges violations of the Act and the Investment Advisers Act of 1940. The complaint also asserts claims involving common law breach of fiduciary duty and unjust enrichment. The complaint alleges, among other things, that between April 2, 1999 and January 9, 2004 (the “Class Period”), GSAM and other defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Sachs Funds and omitted statements of fact in registration statements and reports filed pursuant to the Act which were necessary to prevent such registration statements and reports from being materially false and misleading. The complaint further alleges that the Goldman Sachs Funds paid excessive and improper advisory fees to Goldman Sachs. The complaint also alleges that GSAM and GSAMI used 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust’s Officers and Trustees breached their fiduciary duties in connection with the foregoing. On January 13, 2006, all claims against the defendants were dismissed by the U.S. District Court. On February 22, 2006, the plaintiffs appealed this decision.

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

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

GOLDMAN SACHS SPECIALTY FUNDS

9. SUMMARY OF SHARE TRANSACTIONS

Share activity is as follows:


	Tollkeeper Fund

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

	Shares			Dollars			Shares			Dollars

Class A Shares
Shares sold		1,893,672		$	16,072,858			3,095,992		$	23,855,881
Shares converted from Class B^(a)		90,090			743,046			137,949			1,063,670
Shares repurchased		(3,448,169	)		(29,286,069	)		(7,643,167	)		(58,350,553	)

		(1,464,407	)		(12,470,165	)		(4,409,226	)		(33,431,002	)

Class B Shares
Shares sold		59,366			482,357			261,562			1,913,691
Shares converted to Class A^(a)		(94,757	)		(743,046	)		(144,191	)		(1,063,670	)
Shares repurchased		(2,477,032	)		(19,929,921	)		(5,990,133	)		(44,061,374	)

		(2,512,423	)		(20,190,610	)		(5,872,762	)		(43,211,353	)

Class C Shares
Shares sold		178,374			1,439,699			369,226			2,715,457
Shares repurchased		(1,174,649	)		(9,432,573	)		(2,918,197	)		(21,386,034	)

		(996,275	)		(7,992,874	)		(2,548,971	)		(18,670,577	)

Institutional Shares
Shares sold		447,671			3,951,008			93,645			737,148
Shares repurchased		(152,917	)		(1,351,077	)		(429,593	)		(3,405,481	)

		294,754			2,599,931			(335,948	)		(2,668,333	)

Service Shares
Shares sold		11,657			101,240			3,757			29,084
Shares repurchased		(408	)		(3,237	)		(6,600	)		(50,109	)

		11,249			98,003			(2,843	)		(21,025	)

NET DECREASE		(4,667,102	)	$	(37,955,715	)		(13,169,750	)	$	(98,002,290	)


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

GOLDMAN SACHS SPECIALTY FUNDS

Notes to Financial Statements (continued)

June 30, 2006 (Unaudited)

9. SUMMARY OF SHARE TRANSACTIONS (continued)


	Structured Tax-Managed Equity Fund

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

	Shares			Dollars			Shares			Dollars

Class A Shares
Shares sold		3,528,562		$	38,271,731			4,056,229		$	40,430,685
Shares converted from Class B^(a)		14,873			161,470			6,461			65,417
Reinvestment of dividends and distributions		—			—			4,962			51,757
Shares repurchased		(718,154	)		(7,789,622	)		(927,457	)		(9,014,017	)

		2,825,281			30,643,579			3,140,195			31,533,842

Class B Shares
Shares sold		80,385			843,485			111,891			1,052,770
Shares converted to Class A^(a)		(15,427	)		(161,470	)		(6,678	)		(65,417	)
Reinvestment of dividends and distributions		—			—			—			—
Shares repurchased		(179,418	)		(1,885,436	)		(540,991	)		(5,027,276	)

		(114,460	)		(1,203,421	)		(435,778	)		(4,039,923	)

Class C Shares
Shares sold		329,398			3,455,079			264,729			2,458,239
Reinvestment of dividends and distributions		—			—			—			—
Shares repurchased		(143,491	)		(1,500,092	)		(418,178	)		(3,894,499	)

		185,907			1,954,987			(153,449	)		(1,436,260	)

Institutional Shares
Shares sold		2,388,084			25,828,011			1,358,712			13,854,225
Reinvestment of dividends and distributions		—			—			2,437			25,810
Shares repurchased		(102,462	)		(1,122,048	)		(101,700	)		(966,306	)

		2,285,622			24,705,963			1,259,449			12,913,729

Service Shares
Shares sold		—			—			—			—
Reinvestment of dividends and distributions		—			—			—			—
Shares repurchased		(7,796	)		(84,747	)		(18,350	)		(184,450	)

		(7,796	)		(84,747	)		(18,350	)		(184,450	)

NET INCREASE		5,174,554		$	56,016,361			3,792,067		$	38,786,938


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

GOLDMAN SACHS SPECIALTY FUNDS

9. SUMMARY OF SHARE TRANSACTIONS (continued)


	Real Estate Securities Fund

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

	Shares			Dollars			Shares			Dollars

Class A Shares
Shares sold		3,938,491		$	76,947,471			6,274,862		$	109,847,880
Shares converted from Class B^(a)		9,185			183,793			6,639			116,418
Reinvestment of dividends and distributions		162,413			3,292,978			1,100,597			19,642,193
Shares repurchased		(2,601,460	)		(50,929,868	)		(6,753,846	)		(116,817,551	)

		1,508,629			29,494,374			628,252			12,788,940

Class B Shares
Shares sold		53,418			1,060,073			197,614			3,492,326
Shares converted to Class A^(a)		(9,168	)		(183,793	)		(6,623	)		(116,418	)
Reinvestment of dividends and distributions		5,963			121,391			72,939			1,308,501
Shares repurchased		(189,149	)		(3,700,685	)		(480,926	)		(8,502,399	)

		(138,936	)		(2,703,014	)		(216,996	)		(3,817,990	)

Class C Shares
Shares sold		120,988			2,362,959			245,826			4,327,210
Reinvestment of dividends and distributions		5,413			109,264			61,086			1,087,285
Shares repurchased		(131,829	)		(2,576,598	)		(261,227	)		(4,566,541	)

		(5,428	)		(104,375	)		45,685			847,954

Institutional Shares
Shares sold		4,295,729			84,615,659			8,663,661			150,445,372
Reinvestment of dividends and distributions		234,286			4,765,046			1,346,111			24,114,871
Shares repurchased		(2,776,837	)		(55,464,213	)		(4,146,435	)		(72,522,372	)

		1,753,178			33,916,492			5,863,337			102,037,871

Service Shares
Shares sold		151,164			2,954,452			260,484			4,543,950
Reinvestment of dividends and distributions		1,425			29,006			7,131			128,244
Shares repurchased		(61,643	)		(1,215,177	)		(92,570	)		(1,624,884	)

		90,946			1,768,281			175,045			3,047,310

NET INCREASE		3,208,389		$	62,371,758			6,495,323		$	114,904,085


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

GOLDMAN SACHS TOLLKEEPER FUND^SM

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period


			Income (loss) from
			investment operations

	Net asset
	value,		Net			Net realized			Total from
	beginning		investment			and unrealized			investment
Year - Share Class	of period		loss^(a)			gain (loss)			operations

FOR THE SIX MONTHS ENDED JUNE 30, (Unaudited)

2006 - A	$	8.02	$	(0.05	)	$	(0.07	)	$	(0.12	)
2006 - B		7.65		(0.08	)		(0.07	)		(0.15	)
2006 - C		7.64		(0.08	)		(0.06	)		(0.14	)
2006 - Institutional		8.23		(0.03	)		(0.08	)		(0.11	)
2006 - Service		7.99		(0.05	)		(0.08	)		(0.13	)
FOR THE YEARS ENDED DECEMBER 31,

2005 - A		7.87		(0.08	)		0.23			0.15
2005 - B		7.56		(0.13	)		0.22			0.09
2005 - C		7.55		(0.13	)		0.22			0.09
2005 - Institutional		8.04		(0.05	)		0.24			0.19
2005 - Service		7.85		(0.09	)		0.23			0.14

2004 - A		6.99		(0.04	)		0.92			0.88
2004 - B		6.77		(0.09	)		0.88			0.79
2004 - C		6.76		(0.09	)		0.88			0.79
2004 - Institutional		7.11		(0.02	)		0.95			0.93
2004 - Service		6.96		(0.04	)		0.93			0.89

2003 - A		4.80		(0.08	)		2.27			2.19
2003 - B		4.68		(0.12	)		2.21			2.09
2003 - C		4.67		(0.12	)		2.21			2.09
2003 - Institutional		4.86		(0.05	)		2.30			2.25
2003 - Service		4.78		(0.08	)		2.26			2.18

2002 - A		7.91		(0.08	)		(3.03	)		(3.11	)
2002 - B		7.77		(0.12	)		(2.97	)		(3.09	)
2002 - C		7.77		(0.12	)		(2.98	)		(3.10	)
2002 - Institutional		7.98		(0.06	)		(3.06	)		(3.12	)
2002 - Service		7.89		(0.09	)		(3.02	)		(3.11	)

2001 - A		11.90		(0.13	)		(3.86	)		(3.99	)
2001 - B		11.79		(0.20	)		(3.82	)		(4.02	)
2001 - C		11.78		(0.20	)		(3.81	)		(4.01	)
2001 - Institutional		11.97		(0.09	)		(3.90	)		(3.99	)
2001 - Service		11.88		(0.13	)		(3.86	)		(3.99	)


(a)	Calculated based on the average shares outstanding methodology.
(b)	Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Total returns for periods less than one full year are not annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(c)	Annualized.

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

GOLDMAN SACHS TOLLKEEPER FUND^SM


													Ratios assuming no
													expense reductions

										Ratio of						Ratio of
					Net assets,		Ratio of			net investment			Ratio of			net investment
Net asset					end of		net expenses			loss to			total expenses			loss to			Portfolio
value, end		Total			period		to average			average			to average			average			turnover
of period		return^(b)			(in 000s)		net assets			net assets			net assets			net assets			rate



$	7.90		(1.50	)%	$	112,256		1.50	%^(c)		(1.16	)% ^(c)		1.58	%^(c)		(1.24	)% ^(c)		25	%
	7.50		(1.96	)		99,295		2.25	^(c)		(1.90	)^(c)		2.33	^(c)		(1.98	)^(c)		25
	7.50		(1.83	)		52,030		2.25	^(c)		(1.90	)^(c)		2.33	^(c)		(1.98	)^(c)		25
	8.12		(1.34	)		11,095		1.10	^(c)		(0.75	)^(c)		1.18	^(c)		(0.83	)^(c)		25
	7.86		(1.63	)		187		1.60	^(c)		(1.24	)^(c)		1.68	^(c)		(1.32	)^(c)		25


	8.02		1.91			125,718		1.50			(1.10	)		1.56			(1.16	)		48
	7.65		1.19			120,415		2.25			(1.85	)		2.31			(1.91	)		48
	7.64		1.19			60,638		2.25			(1.85	)		2.31			(1.91	)		48
	8.23		2.36			8,819		1.10			(0.70	)		1.16			(0.76	)		48
	7.99		1.78			100		1.60			(1.20	)		1.66			(1.26	)		48

	7.87		12.59			158,079		1.50			(0.55	)		1.56			(0.61	)		37
	7.56		11.67			163,502		2.25			(1.31	)		2.31			(1.37	)		37
	7.55		11.69			79,210		2.25			(1.31	)		2.31			(1.37	)		37
	8.04		13.08			11,323		1.10			(0.31	)		1.16			(0.37	)		37
	7.85		12.79			121		1.60			(0.57	)		1.66			(0.63	)		37

	6.99		45.63			180,819		1.50			(1.30	)		1.55			(1.35	)		27
	6.77		44.66			189,420		2.25			(2.04	)		2.30			(2.09	)		27
	6.76		44.75			92,752		2.25			(2.04	)		2.30			(2.09	)		27
	7.11		46.30			27,687		1.10			(0.89	)		1.15			(0.94	)		27
	6.96		45.61			48		1.60			(1.39	)		1.65			(1.44	)		27

	4.80		(39.32	)		147,055		1.51			(1.46	)		1.56			(1.51	)		28
	4.68		(39.77	)		154,251		2.26			(2.21	)		2.31			(2.26	)		28
	4.67		(39.90	)		74,765		2.26			(2.21	)		2.31			(2.26	)		28
	4.86		(39.10	)		15,920		1.11			(1.06	)		1.16			(1.11	)		28
	4.78		(39.42	)		74		1.61			(1.56	)		1.66			(1.61	)		28

	7.91		(33.53	)		325,639		1.50			(1.37	)		1.50			(1.37	)		24
	7.77		(34.10	)		345,170		2.25			(2.12	)		2.25			(2.12	)		24
	7.77		(34.04	)		173,860		2.25			(2.12	)		2.25			(2.12	)		24
	7.98		(33.33	)		56,030		1.10			(0.97	)		1.10			(0.97	)		24
	7.89		(33.59	)		309		1.60			(1.40	)		1.60			(1.40	)		24

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

GOLDMAN SACHS STRUCTURED TAX-MANAGED EQUITY FUND

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period


			Income (loss) from
			investment operations
												Distributions
	Net asset											to shareholders
	value,		Net			Net realized			Total from			from net
	beginning		investment			and unrealized			investment			investment
Year - Share Class	of period		income (loss)^(a)			gain (loss)			operations			income

FOR THE SIX MONTHS ENDED JUNE 30, (Unaudited)

2006 - A	$	10.39	$	0.03		$	0.36		$	0.39		$	—
2006 - B		10.04		(0.01	)		0.35			0.34			—
2006 - C		10.02		(0.01	)		0.34			0.33			—
2006 - Institutional		10.56		0.05			0.36			0.41			—
2006 - Service		10.37		0.03			0.34			0.37			—
FOR THE YEARS ENDED DECEMBER 31,

2005 - A		9.56		0.04			0.80			0.84			(0.01	)
2005 - B		9.30		(0.03	)		0.77			0.74			—
2005 - C		9.28		(0.03	)		0.77			0.74			—
2005 - Institutional		9.70		0.09			0.81			0.90			(0.04	)
2005 - Service		9.54		0.03			0.80			0.83			—

2004 - A		8.09		0.06			1.45			1.51			(0.04	)
2004 - B		7.90		(0.01	)		1.41			1.40			—
2004 - C		7.88		(0.01	)		1.41			1.40			—
2004 - Institutional		8.21		0.10			1.47			1.57			(0.08	)
2004 - Service		8.06		0.05			1.44			1.49			(0.01	)

2003 - A		6.27		0.02			1.80			1.82			—
2003 - B		6.16		(0.03	)		1.77			1.74			—
2003 - C		6.15		(0.03	)		1.76			1.73			—
2003 - Institutional		6.33		0.05			1.83			1.88			—
2003 - Service		6.24		0.01			1.81			1.82			—

2002 - A		7.92		0.01			(1.66	)		(1.65	)		—
2002 - B		7.84		(0.04	)		(1.64	)		(1.68	)		—
2002 - C		7.82		(0.04	)		(1.63	)		(1.67	)		—
2002 - Institutional Shares		7.96		0.04			(1.67	)		(1.63	)		—
2002 - Service Shares		7.90		—	^(d)		(1.66	)		(1.66	)		—

2001 - A		8.93		—	^(d)		(0.99	)		(0.99	)		(0.02	)
2001 - B		8.89		(0.06	)		(0.99	)		(1.05	)		—
2001 - C		8.88		(0.06	)		(0.99	)		(1.05	)		(0.01	)
2001 - Institutional		8.96		0.03			(1.00	)		(0.97	)		(0.03	)
2001 - Service		8.93		(0.01	)		(0.99	)		(1.00	)		(0.03	)


(a)	Calculated based on the average shares outstanding methodology.
(b)	Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Total returns for periods less than one full year are not annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(c)	Annualized.
(d)	Less than $0.005 per share.

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

GOLDMAN SACHS STRUCTURED TAX-MANAGED EQUITY FUND


													Ratios assuming no
													expense reductions

										Ratio of						Ratio of
					Net assets,		Ratio of			net investment			Ratio of			net investment
Net asset					end of		net expenses			income (loss)			total expenses			income (loss)			Portfolio
value, end		Total			period		to average			to average			to average			to average			turnover
of period		return^(b)			(in 000s)		net assets			net assets			net assets			net assets			rate



$	10.78		3.75	%	$	109,533		1.09	%^(c)		0.61	%^(c)		1.34	%^(c)		0.36	%^(c)		42	%
	10.38		3.39			24,864		1.84	^(c)		(0.13	)^(c)		2.09	^(c)		(0.38	)^(c)		42
	10.35		3.29			25,361		1.84	^(c)		(0.13	)^(c)		2.09	^(c)		(0.38	)^(c)		42
	10.97		3.88			43,602		0.69	^(c)		1.02	^(c)		0.94	^(c)		0.77	^(c)		42
	10.74		3.57			342		1.19	^(c)		0.52	^(c)		1.44	^(c)		0.27	^(c)		42


	10.39		8.77			76,268		1.19			0.45			1.55			0.10			92
	10.04		7.96			25,218		1.94			(0.33	)		2.29			(0.68	)		92
	10.02		7.97			22,687		1.94			(0.33	)		2.29			(0.68	)		92
	10.56		9.25			17,843		0.79			0.89			1.15			0.52			92
	10.37		8.70			411		1.29			0.32			1.64			(0.03	)		92

	9.56		18.69			40,125		1.21			0.64			1.57			0.28			102
	9.30		17.72			27,405		1.96			(0.12	)		2.32			(0.48	)		102
	9.28		17.77			22,431		1.96			(0.12	)		2.32			(0.48	)		102
	9.70		19.10			4,177		0.81			1.16			1.17			0.80			102
	9.54		18.54			553		1.31			0.50			1.67			0.14			102

	8.09		29.03			35,664		1.25			0.25			1.57			(0.07	)		73
	7.90		28.25			26,689		2.00			(0.50	)		2.32			(0.82	)		73
	7.88		28.13			22,832		2.00			(0.50	)		2.32			(0.82	)		73
	8.21		29.70			2,814		0.85			0.65			1.17			0.33			73
	8.06		29.17			856		1.35			0.15			1.67			(0.17	)		73

	6.27		(20.83	)		38,013		1.26			0.11			1.48			(0.11	)		81
	6.16		(21.43	)		24,066		2.01			(0.64	)		2.23			(0.86	)		81
	6.15		(21.36	)		21,711		2.01			(0.64	)		2.23			(0.86	)		81
	6.33		(20.48	)		5,863		0.86			0.52			1.08			0.30			81
	6.24		(21.01	)		729		1.36			0.03			1.58			(0.19	)		81

	7.92		(11.03	)		62,896		1.24			—			1.45			(0.20	)		102
	7.84		(11.78	)		37,711		1.99			(0.74	)		2.20			(0.95	)		102
	7.82		(11.85	)		33,089		1.99			(0.74	)		2.20			(0.95	)		102
	7.96		(10.78	)		9,933		0.84			0.42			1.05			0.21			102
	7.90		(11.15	)		723		1.34			(0.09	)		1.55			(0.30	)		102

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

GOLDMAN SACHS REAL ESTATE SECURITIES FUND

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period


			Income (loss) from
			investment operations							Distributions to shareholders

	Net asset
	value,		Net		Net realized			Total from		From net			From net			From tax
	beginning		investment		and unrealized			investment		investment			realized			return of			Total
Year - Share Class	of period		income^(a)		gain (loss)			operations		income			gains			capital			distributions

FOR THE SIX MONTHS ENDED JUNE 30, (Unaudited)

2006 - A	$	18.04	$	0.20	$	2.27		$	2.47	$	(0.21	)	$	—		$	—		$	(0.21	)
2006 - B		18.10		0.12		2.29			2.41		(0.13	)		—			—			(0.13	)
2006 - C		17.96		0.12		2.25			2.37		(0.13	)		—			—			(0.13	)
2006 - Institutional		18.10		0.24		2.28			2.52		(0.25	)		—			—			(0.25	)
2006 - Service		18.13		0.19		2.28			2.47		(0.20	)		—			—			(0.20	)
FOR THE YEARS ENDED DECEMBER 31,

2005 - A		17.29		0.25		1.93			2.18		(0.34	)		(1.09	)		—			(1.43	)
2005 - B		17.34		0.10		1.96			2.06		(0.21	)		(1.09	)		—			(1.30	)
2005 - C		17.22		0.12		1.93			2.05		(0.22	)		(1.09	)		—			(1.31	)
2005 - Institutional		17.34		0.34		1.92			2.26		(0.41	)		(1.09	)		—			(1.50	)
2005 - Service		17.37		0.27		1.91			2.18		(0.33	)		(1.09	)		—			(1.42	)

2004 - A		13.98		0.29		4.39			4.68		(0.34	)		(1.03	)		—			(1.37	)
2004 - B		14.04		0.17		4.40			4.57		(0.24	)		(1.03	)		—			(1.27	)
2004 - C		13.95		0.17		4.38			4.55		(0.25	)		(1.03	)		—			(1.28	)
2004 - Institutional		14.02		0.35		4.40			4.75		(0.40	)		(1.03	)		—			(1.43	)
2004 - Service		14.05		0.33		4.35			4.68		(0.33	)		(1.03	)		—			(1.36	)

2003 - A		10.53		0.41		3.63			4.04		(0.43	)		(0.16	)		—			(0.59	)
2003 - B		10.57		0.31		3.66			3.97		(0.34	)		(0.16	)		—			(0.50	)
2003 - C		10.51		0.31		3.63			3.94		(0.34	)		(0.16	)		—			(0.50	)
2003 - Institutional		10.55		0.46		3.65			4.11		(0.48	)		(0.16	)		—			(0.64	)
2003 - Service		10.57		0.47		3.59			4.06		(0.42	)		(0.16	)		—			(0.58	)

2002 - A		10.85		0.46		(0.14	)		0.32		(0.31	)		(0.27	)		(0.06	)		(0.64	)
2002 - B		10.90		0.40		(0.16	)		0.24		(0.24	)		(0.27	)		(0.06	)		(0.57	)
2002 - C		10.84		0.39		(0.16	)		0.23		(0.23	)		(0.27	)		(0.06	)		(0.56	)
2002 - Institutional		10.87		0.51		(0.14	)		0.37		(0.36	)		(0.27	)		(0.06	)		(0.69	)
2002 - Service		10.90		0.42		(0.11	)		0.31		(0.31	)		(0.27	)		(0.06	)		(0.64	)

2001 - A		11.00		0.37		0.34			0.71		(0.39	)		(0.47	)		—			(0.86	)
2001 - B		11.05		0.30		0.34			0.64		(0.32	)		(0.47	)		—			(0.79	)
2001 - C		10.98		0.30		0.35			0.65		(0.32	)		(0.47	)		—			(0.79	)
2001 - Institutional		11.03		0.41		0.34			0.75		(0.44	)		(0.47	)		—			(0.91	)
2001 - Service		11.04		0.37		0.34			0.71		(0.38	)		(0.47	)		—			(0.85	)


(a)	Calculated based on the average shares outstanding methodology.
(b)	Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Total returns for periods less than one full year are not annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(c)	Annualized.

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

GOLDMAN SACHS REAL ESTATE SECURITIES FUND


													Ratios assuming no
													expense reductions

										Ratio of						Ratio of
					Net assets,		Ratio of			net investment			Ratio of			net investment
Net asset					end of		net expenses			income			total expenses			income			Portfolio
value, end		Total			period		to average			to average			to average			to average			turnover
of period		return^(b)			(in 000s)		net assets			net assets			net assets			net assets			rate



$	20.30		13.68	%	$	369,755		1.44	%^(c)		2.06	%^(c)		1.49	%^(c)		2.01	%^(c)		21	%
	20.38		13.32			21,476		2.19	^(c)		1.25	^(c)		2.24	^(c)		1.20	^(c)		21
	20.20		13.22			22,417		2.19	^(c)		1.28	^(c)		2.24	^(c)		1.23	^(c)		21
	20.37		13.90			428,395		1.04	^(c)		2.47	^(c)		1.09	^(c)		2.42	^(c)		21
	20.40		13.62			8,357		1.54	^(c)		1.98	^(c)		1.59	^(c)		1.93	^(c)		21


	18.04		12.83			301,360		1.44			1.42			1.53			1.33			19
	18.10		12.03			21,597		2.19			0.58			2.28			0.50			19
	17.96		12.03			20,020		2.19			0.65			2.28			0.56			19
	18.10		13.30			348,872		1.04			1.89			1.13			1.80			19
	18.13		12.76			5,778		1.54			1.49			1.64			1.40			19

	17.29		34.28			277,873		1.44			1.92			1.62			1.74			30
	17.34		33.24			24,452		2.19			1.12			2.28			1.03			30
	17.22		33.26			18,410		2.19			1.13			2.28			1.04			30
	17.34		34.76			232,525		1.04			2.34			1.13			2.25			30
	17.37		34.15			2,496		1.54			2.19			1.63			2.10			30

	13.98		39.25			189,164		1.44			3.37			1.81			3.00			17
	14.04		38.27			19,728		2.19			2.58			2.31			2.46			17
	13.95		38.24			13,732		2.19			2.62			2.31			2.50			17
	14.02		39.90			125,388		1.04			3.81			1.16			3.69			17
	14.05		39.24			130		1.54			3.78			1.66			3.66			17

	10.53		2.91			123,487		1.45			4.08			1.84			3.69			37
	10.57		2.12			14,256		2.20			3.61			2.34			3.47			37
	10.51		2.11			9,072		2.20			3.56			2.34			3.42			37
	10.55		3.31			76,792		1.05			4.53			1.19			4.39			37
	10.57		2.78			30		1.55			3.97			1.69			3.83			37

	10.85		6.75			144,286		1.44			3.36			1.83			2.97			50
	10.90		5.98			7,559		2.19			2.71			2.33			2.57			50
	10.84		6.13			5,594		2.19			2.74			2.33			2.60			50
	10.87		7.16			74,923		1.04			3.75			1.18			3.61			50
	10.90		6.83			2		1.54			3.32			1.68			3.18			50

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

GOLDMAN SACHS SPECIALTY FUNDS

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

The Trustees oversee the management of Goldman Sachs Trust (the “Trust”), and review the investment performance and expenses of the investment funds covered by this Report (the “Funds”) at regularly scheduled meetings held during the Funds’ fiscal year. In addition, the Trustees determine annually whether to approve and continue the Trust’s investment management agreement (the “Management Agreement”) with Goldman Sachs Asset Management, L.P. (the “Investment Adviser”) for the Funds.

The Management Agreement was most recently approved by the Trustees, including all of the Trustees who are not parties to the Management Agreement or “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any party thereto (the “Independent Trustees”), on June 15, 2006 (the “Annual Contract Meeting”).

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

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

GOLDMAN SACHS SPECIALTY FUNDS

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

In connection with the Committee meetings and the Annual Contract Meeting, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel regarding their responsibilities under applicable law. Also, in conjunction with these meetings, the Trustees attended other sessions at which the Trustees reviewed the commission rates paid by the Funds on brokerage transactions, the Investment Adviser’s receipt of research services in connection with those transactions, and the payment of Rule 12b-1 distribution and service fees by the Funds. Information was also provided to the Trustees relating to the Funds’ portfolio turnover rates, revenue sharing by the Investment Adviser, portfolio manager compensation and the alignment of the interests of the Funds and the portfolio managers, the number and types of accounts managed by the portfolio managers, and other matters. During the course of their deliberations, the Independent Trustees met in executive sessions without employees of the Investment Adviser present.

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

In evaluating the Management Agreement at the Annual Contract Meeting, the Trustees relied upon their knowledge, resulting from their meetings and other interactions throughout the year, of the Investment Adviser, its services and the Funds. At those meetings the Trustees received materials relating to the Investment Adviser’s investment management and other services under the Management Agreement, including: (a) information on the investment performance of the Funds in comparison to other mutual funds and benchmark performance indices; (b) general investment outlooks in the markets in which the Funds invest; (c) compliance reports; and (d) expenses borne by the Funds. In addition, the Trustees were provided with disclosure materials regarding the Goldman Sachs mutual funds and their expenses that were provided to investors who had invested in the funds, as well as information on the Goldman Sachs mutual funds’ competitive universe and discussed the broad range of other investment choices that are available to those investors.

GOLDMAN SACHS SPECIALTY FUNDS

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

In connection with their approval of the Management Agreement, the Trustees gave weight to various factors, but did not identify any particular factor as controlling their decision. As part of their review, the Trustees considered the nature, extent and quality of the services provided by the Investment Adviser. In this regard, the Trustees considered both the investment advisory services, and the other, non-advisory services, that are provided to the Funds by the Investment Adviser and its affiliates. These services include services as the Funds’ transfer agent, securities lending agent and distributor. In addition, affiliates of the Investment Adviser receive compensation in connection with the execution of Funds’ portfolio securities transactions and sales loads on the sale of certain classes of shares offered by the Funds. The Trustees concluded that the Investment Adviser was both able to commit substantial financial and other resources to the operations of the Funds and had, in fact, continued to commit those resources in multiple areas including portfolio management, trading, technology, human resources, tax, treasury, legal, compliance, vendor oversight and risk management. The Trustees also believed that the Investment Adviser had made significant commitments to address regulatory compliance requirements applicable to the Funds and the Investment Adviser, including education and training initiatives.

The Trustees also considered the investment performance of the Funds and the Investment Adviser. In this regard, the Trustees compared the investment performance of the Funds to the performance of other SEC-registered funds and to rankings and ratings issued by the Outside Data Provider. The Trustees also reviewed the Funds’ investment performance relative to their respective performance benchmarks. For Funds that had been in existence for the respective periods, this information on the Funds’ investment performance was provided for one, three and five year periods. In addition, the Trustees considered the investment performance trends of the Funds over time, and reviewed the investment performance of the Funds in light of their respective investment objectives and policies, as well as in light of periodic analyses of their respective quality and risk profiles. In addition, the Trustees considered whether the Funds had operated within their investment policies, and their record of compliance with their investment limitations. The Trustees believed that the Tollkeeper Fund and Real Estate Securities Fund were providing investment performance within a competitive range for investors. In this connection, the Trustees considered, in particular, the respective market sectors in which the Tollkeeper Fund and the Real Estate Securities Fund invest. The Trustees believed that the Structured Tax-Managed Equity Fund had provided very competitive performance to investors.

GOLDMAN SACHS SPECIALTY FUNDS

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

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

More particularly, the Trustees reviewed analyses prepared by the Outside Data Provider of the expense rankings of the Funds. The analyses provided a comparison of the Funds’ management fees to relevant peer groups and category universes; an expense analysis which compared each Fund’s expenses to a peer group and a category universe; and a five-year history comparing each Fund’s expenses to a category average. The analyses also compared the Funds’ transfer agency fees, custody and accounting fees and other expenses to peer groups and medians. The Trustees believed that the comparisons provided by the Outside Data Provider were useful in evaluating the reasonableness of the management fees paid by the Fund. In addition, the Trustees noted the Investment Adviser’s voluntary undertaking to limit the Funds’ total expense ratios (excluding certain expenses) to specified levels and the Investment Adviser’s voluntary undertaking at the beginning of 2006 to waive a portion of its management fee for the Structured Tax-Managed Equity Fund.

GOLDMAN SACHS SPECIALTY FUNDS

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

The Board of Trustees also considered the reduction in the contractual fee rate payable by the Structured Tax-Managed Equity Fund under the Management Agreement that was approved by the Trustees in June 2004, and the breakpoints in the contractual fee rates under the Management Agreement for each of the Funds that were approved in 2005, which had been implemented at the following annual percentages of the average daily net assets of the respective Funds:


				Structured
	Tollkeeper			Tax-Managed			Real Estate
	Fund			Equity Fund			Securities Fund

Up to $1 billion		1.00	%		0.70	%		1.00	%
Next $1 billion		0.90			0.63			0.90
Over $2 billion		0.86			0.60			0.86

In approving these new fee breakpoints, the Trustees had reviewed information regarding the Investment Adviser’s potential economies of scale, and whether the Funds and their shareholders were participating in the benefits of these economies. In this regard, the Trustees considered the amount of assets in the Funds; the information provided by the Investment Adviser relating to the costs of the services provided by the Investment Adviser and its affiliates and the profits realized by them; and information comparing fee rates charged by the Investment Adviser with fee rates charged by other, unaffiliated investment managers to other mutual funds. Upon reviewing these matters again at the Annual Contract Meeting in 2006, the Trustees continued to believe that the fee breakpoints were a way to ensure that benefits of scalability would be passed along to shareholders at the specified asset levels.

GOLDMAN SACHS SPECIALTY FUNDS

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

The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from the Funds as stated above, including the fees received by them for transfer agency, securities lending, distribution and brokerage services, and the brokerage and research services received by the Investment Adviser in connection with the placement of brokerage transactions for the Funds. In this regard, the Trustees noted that the Investment Adviser had adopted a policy to cease obtaining third party non-broker research based on the Funds’ brokerage commissions. In addition, the Trustees reviewed the Investment Adviser’s pre-tax revenues and pre-tax margins with respect to the Trust and the Funds. In this regard the Trustees reviewed, among other things, profitability analyses and summaries, revenue and expense schedules and expense allocation methodologies, as well as a report of independent accountants regarding the results of certain agreed-upon procedures to verify expense allocation calculations that were designed to assist the Trustees in their evaluation of the Investment Adviser’s schedules of revenues and expenses. The Trustees considered the Investment Adviser’s revenues and margins both in absolute terms and in comparison to the information on the reported margins earned by other asset management firms.

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

GOLDMAN SACHS SPECIALTY FUNDS

Fund Expenses (Unaudited) — Six Month Period Ended June 30, 2006

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2006 through June 30, 2006.

Actual Expenses — The first line under each share class in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid” to estimate the expenses you paid on your account for this period.

Hypothetical Example for Comparison Purposes — The second line under each share class in the table below provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which are not the Funds’ actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.



	Tollkeeper Fund							Structured Tax-Managed Equity Fund							Real Estate Securities Fund

						Expenses							Expense							Expenses
	Beginning		Ending			Paid for the		Beginning		Ending			Paid for the		Beginning		Ending			Paid for the
	Account Value		Account Value			6 months ended		Account Value		Account Value			6 months ended		Account Value		Account Value			6 months ended
Share Class	1/1/06		6/30/06			6/30/06*		1/1/06		6/30/06			6/30/06*		1/1/06		6/30/06			6/30/06*

Class A
Actual	$	1,000.00	$	985.00		$	7.40	$	1,000.00	$	1,037.50		$	5.53	$	1,000.00	$	1,136.80		$	7.64
Hypothetical 5% return		1,000.00		1,017.34	+		7.52		1,000.00		1,019.37	+		5.48		1,000.00		1,017.64	+		7.21

Class B
Actual		1,000.00		980.40			11.06		1,000.00		1,033.90			9.29		1,000.00		1,133.20			11.58
Hypothetical 5% return		1,000.00		1,013.62	+		11.25		1,000.00		1,015.66	+		9.21		1,000.00		1,013.93	+		10.94

Class C
Actual		1,000.00		981.70			11.07		1,000.00		1,032.90			9.29		1,000.00		1,132.20			11.58
Hypothetical 5% return		1,000.00		1,013.62	+		11.25		1,000.00		1,015.66	+		9.21		1,000.00		1,013.93	+		10.94

Institutional
Actual		1,000.00		986.60			5.42		1,000.00		1,038.80			3.99		1,000.00		1,139.00			5.53
Hypothetical 5% return		1,000.00		1,019.30	+		5.51		1,000.00		1,020.88	+		3.96		1,000.00		1,019.63	+		5.22

Service
Actual		1,000.00		983.70			7.87		1,000.00		1,035.70			6.01		1,000.00		1,136.20			8.16
Hypothetical 5% return		1,000.00		1,016.86	+		8.00		1,000.00		1,018.89	+		5.96		1,000.00		1,017.16	+		7.70

Expenses for each share class are calculated using each Fund’s annualized expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2006. Expenses are calculated by multiplying the annualized expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized net expense ratios for the period were as follows:


Fund	Class A			Class B			Class C			Institutional			Service

Tollkeeper		1.50	%		2.25	%		2.25	%		1.10	%		1.60	%
Structured Tax-Managed Equity		1.09			1.84			1.84			0.70			1.19
Real Estate Securities		1.44			2.19			2.19			1.04			1.54


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

FUNDS PROFILE

Goldman Sachs Funds

Goldman Sachs is a premier financial services firm, known since 1869 for creating thoughtful and customized investment solutions in complex global markets. Today, the Investment Management Division of Goldman Sachs serves a diverse set of clients worldwide, including private institutions, public entities and individuals. With portfolio management teams located around the world — and $582.1 billion in assets under management as of June 30, 2006 — our investment professionals bring firsthand knowledge of local markets to every investment decision, making us one of the few truly global asset managers.

GOLDMAN SACHS FUNDS

In building a globally diversified portfolio, you can select from more than 50 Goldman Sachs Funds and gain access to investment opportunities across borders, investment styles, asset classes and security capitalizations.


Money Market Funds¹Fixed Income Funds ▪ Enhanced Income Fund ▪ Ultra-Short Duration Government Fund ▪ Short Duration Government Fund ▪ Short Duration Tax-Free Fund ▪ California Intermediate AMT-Free Municipal Fund ▪ New York Intermediate AMT-Free Municipal Fund ▪ Tennessee Municipal Fund		▪ Municipal Income Fund ▪ U.S. Mortgages Fund ▪ Government Income Fund ▪ Core Fixed Income Fund ▪ Investment Grade Credit Fund ▪ Global Income Fund ▪ High Yield Municipal Fund ▪ High Yield Fund ▪ Emerging Markets Debt Fund Specialty Funds³▪ Real Estate Securities Fund ▪ U.S. Equity Dividend and Premium Fund ▪ Structured Tax-Managed Equity Fund²▪ Tollkeeper Fund^SM		Domestic Equity Funds ▪ Structured U.S. Equity Fund²▪ Structured Large Cap Value Fund²▪ Structured Large Cap Growth Fund²▪ Growth and Income Fund ▪ Large Cap Value Fund ▪ Capital Growth Fund ▪ Strategic Growth Fund ▪ Research Select Fund^SM▪ Concentrated Growth Fund ▪ Mid Cap Value Fund ▪ Growth Opportunities Fund ▪ Small/ Mid Cap Growth Fund ▪ Structured Small Cap Equity Fund²▪ Small Cap Value Fund International Equity Funds ▪ Structured International Equity Fund²▪ International Equity Fund ▪ European Equity Fund ▪ Japanese Equity Fund ▪ International Small Cap Fund²▪ Emerging Markets Equity Fund ▪ Asia Equity Fund²Asset Allocation Funds³▪ Asset Allocation Portfolios ▪ Balanced Fund


¹	An investment in a money market fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds.

²	Effective December 30, 2005, the Asia Growth Fund was renamed the Asia Equity Fund and the International Growth Opportunities Fund was renamed the International Small Cap Fund. Also effective December 30, 2005, the CORE International Equity, CORE Small Cap Equity, CORE Large Cap Growth, CORE Large Cap Value and CORE U.S. Equity Funds were renamed, respectively, the Structured International Equity, Structured Small Cap Equity, Structured Large Cap Growth, Structured Large Cap Value Funds and Structured U.S. Equity. Effective January 6, 2006, the CORE Tax-Managed Equity Fund was renamed the Structured Tax-Managed Equity Fund.

³	Individual Funds within the Asset Allocation and Specialty categories will have various placement on the risk/return spectrum and may have greater or lesser risk than that indicated by the placement of the general Asset Allocation or Specialty category.


	The Goldman Sachs Research Select Fund^SM and Tollkeeper Fund^SM are registered service marks of Goldman, Sachs & Co.

GOLDMAN SACHS ASSET MANAGEMENT, L.P. 32 OLD SLIP, 32ND FLOOR, NEW YORK, NEW YORK 10005


TRUSTEES Ashok N. Bakhru, Chairman John P. Coblentz, Jr. Patrick T. Harker Mary Patterson McPherson Alan A. Shuch Wilma J. Smelcer Richard P. Strubel Kaysie P. Uniacke		OFFICERS Kaysie P. Uniacke, President James A. Fitzpatrick, Vice President James A. McNamara, Vice President John M. Perlowski, Treasurer Peter V. Bonanno, Secretary


GOLDMAN, SACHS & CO. Distributor and Transfer Agent		GOLDMAN SACHS ASSET MANAGEMENT, L.P. Investment Adviser

Visit our Web site at www.goldmansachsfunds.com to obtain the most recent month-end returns.

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

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities and information regarding how a Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-526-7384 (for Retail Shareholders) or 1-800-621-2550 (for Institutional Shareholders); and (ii) on the Securities and Exchange Commission Web site at http://www.sec.gov.

The Funds file their complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Form N-Q will become available on the SEC’s website at http://www.sec.gov within 60 days after the Funds’ first and third fiscal quarters. When available, the Funds’ Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. When available, Form N-Q may be obtained upon request and without charge by calling 1-800-526-7384 (for Retail Shareholders) or 1-800-621-2550 (for Institutional Shareholders).

The Goldman Sachs Tollkeeper^SM and Real Estate Securities Funds may invest in foreign securities, which may be more volatile and less liquid than investment in U.S. securities and will be subject to the risks of currency fluctuations and sudden economic or political developments. At times, the Funds may be unable to sell certain of their portfolio securities without a substantial drop in price, if at all.

The Goldman Sachs Tollkeeper^SM and Real Estate Securities Funds may participate in the Initial Public Offering (IPO) market, and a portion of the Funds’ returns consequently may be attributable to its investment in IPOs. The market value of IPO shares may fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, and the small number of shares available for trading and limited information about the issuer. When a fund’s asset base is small, IPOs may have a magnified impact on the fund’s performance. As a fund’s assets grow, it is probable that the effect of the fund’s investment in IPOs on its total returns may not be as significant, which could reduce the fund’s performance.

Holdings and allocations shown may not be representative of current or future investments. Holdings and allocations may not include the Fund’s entire investment portfolio, which may change at any time. Fund holdings should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities.

Goldman Sachs Tollkeeper Fund^SM and CORE^SM are registered service marks of Goldman, Sachs & Co.

This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus. Please consider a Fund’s objectives, risks, and charges and expenses, and read the Prospectus carefully before investing. The Prospectus contains this and other information about the Funds.


Copyright 2006 Goldman, Sachs & Co. All rights reserved. 06-1248	SPECSAR/ 85.5K/ 08-06

Investment Abbreviation:

Real Estate Investment Trust