N-CSR 1 e68402nvcsr.htm FORM N-CSR FORM N-CSR
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT
COMPANIES

Investment Company Act file number 811-08361


Goldman Sachs Variable Insurance Trust


(Exact name of registrant as specified in charter)

4900 Sears Tower, Chicago, Illinois 60606-6303


(Address of principal executive offices) (Zip code)
     
Howard B. Surloff, Esq.   Copies to:
Goldman, Sachs & Co.   Jeffrey A. Dalke, Esq.
One New York Plaza   Drinker Biddle & Reath LLP
New York, New York 10004   One Logan Square
    18th and Cherry Streets
    Philadelphia, PA 19103

(Name and address of agents for service)

Registrant’s telephone number, including area code: (312) 655-4400


Date of fiscal year end: December 31


Date of reporting period: December 31, 2004


     
ITEM 1.   REPORTS TO STOCKHOLDERS.
     
    The Annual Report to Stockholders is filed herewith.

 


 

Goldman
Sachs Variable Insurance Trust
GOLDMAN SACHS ASSET MANAGEMENT, L.P. 32 OLD SLIP, NEW YORK, NEW YORK 10005
Growth and Income Fund
 
Annual Report
December 31, 2004
 


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 

Shareholder Letter

Dear Shareholders:

This report provides an overview on the performance of the Goldman Sachs Variable Insurance Trust – Growth and Income Fund during the one-year reporting period that ended December 31, 2004.

Market Review

For the first time since 1999, the broad U.S. equity markets posted positive returns in consecutive years. With the overhang of the U.S. Presidential election finally removed, much of the market’s gains for 2004 came in the fourth quarter of the year. Throughout the reporting period, industry headlines centered on oil prices and high profile investigations conducted by New York Attorney General Eliot Spitzer and other law enforcement and regulatory agencies. On the economic front, improving trends further bolstered investor sentiment, as job growth appeared to gain traction, while inflation remained at a moderate rate.

Investment Objective

The Fund seeks long-term growth of capital and growth of income.

Portfolio Composition

Top 10 Portfolio Holdings as of December 31, 2004*

             
% of
Company Business Net Assets



ChevronTexaco Corp. 
  Energy Resources     4.8 %
Citigroup, Inc. 
  Large Banks     4.6  
Bank of America Corp. 
  Large Banks     4.0  
Altria Group, Inc. 
  Tobacco     3.1  
J.P. Morgan Chase & Co. 
  Large Banks     3.1  
Exxon Mobil Corp. 
  Energy Resources     3.0  
iStar Financial, Inc. 
  REITS     2.7  
General Electric Co. 
  Parts & Equipment     2.5  
Sprint Corp. 
  Telephone     2.2  
Burlington Resources, Inc. 
  Energy Resources     2.2  

* Opinions expressed in this report represent our present opinions only. Reference to individual securities should not be construed as a commitment that such securities will be retained in the Fund. From time to time, the Fund may change the individual securities it holds, the number or types of securities held and the markets in which it invests. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. References to individual securities do not constitute a recommendation to the investor to buy, hold or sell such securities. In addition, references to past performance of the Fund do not indicate future returns, which are not guaranteed and will vary. Furthermore, the value of shares of the Fund may fall as well as rise.

 
1


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND
 
Shareholder Letter (continued)

Performance Review

Over the one-year period that ended December 31, 2004, the Fund generated a cumulative total return of 18.80%. Over the same time period, the Fund’s benchmark, the Standard & Poor’s 500 Index (with dividends reinvested) generated a cumulative total return of 10.88%. The Fund’s holdings in the Healthcare, Technology, and Energy sectors enhanced results, while its Transportation, Consumer Cyclicals, and Basic Materials holdings detracted from performance.

Activision, Inc. emerged as a top contributor to performance during the fiscal year. The video game maker/marketer increased its earnings outlook for 2005 and reported better-than-expected holiday sales. In the Energy sector, Burlington Resources, Inc., a holding company engaged in the exploration, development, production, and marketing of crude oil and natural gas, boosted Fund returns. While the stock was a strong performer during the fiscal year, we believe it remains attractively valued.

Conversely, Nortel Networks Corp., a global supplier of products and services that support the Internet and other public and private data, voice, and multimedia communications networks, detracted from results. Its shares declined during the period as the company lowered its outlook for operating margins and revenue growth. This short-term negative news, combined with its pending earnings restatement, overshadowed the company’s cost-reduction program and its lead position in the voice-over-Internet protocol equipment market (which allows voice telephony services using one’s computer).

We thank you for your investment and look forward to serving your investment needs in the future.

Goldman Sachs Value Portfolio Management Team

January 19, 2005

 
2


 

 
 
GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 

SECTOR ALLOCATION AS OF DECEMBER 31, 2004

Percentage of Portfolio Investments

(BAR CHART)

† The Fund is actively managed and, as such, its composition may differ over time. The percentage shown for each investment category reflects the value of investments in that category as a percentage of market value (excluding repurchase agreements, securities lending collateral and cash).

This Sector Allocation chart is provided for your reference. This new information has been included in response to recent rule and form amendments made by the Securities and Exchange Commission.

 
3


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND

Performance Summary
December 31, 2004

The following graph shows the value as of December 31, 2004, of a $10,000 investment made on January 12, 1998 (commencement of operations). For comparative purposes, the performance of the Fund’s benchmark, the Standard and Poor’s 500 Index (with dividends reinvested) (“S&P 500 Index”), is shown. This performance data represents past performance and should not be considered indicative of future performance which will fluctuate with changes in market conditions. These performance fluctuations will cause an investor’s shares, when redeemed, to be worth more or less than their original cost. Performance reflects Fund level expenses but does not reflect fees and expenses associated with any variable annuity contract or variable life insurance policy that uses the Fund as an investment option for any contract or policy. Had performance reflected all of those fees and expenses, performance would have been reduced. Performance also would have been reduced had expense limitations not been in effect. In addition to the investment adviser’s decisions regarding issuer/industry investment selection and allocation, other factors may affect Fund performance. These factors include, but are not limited to, Fund operating fees and expenses, portfolio turnover, and subscription and redemption cash flows affecting a Fund.

Growth and Income Fund’s Lifetime Performance

Growth of a $10,000 Investment, Distributions Reinvested from January 12, 1998 to December 31, 2004.

(PERFORMANCE CHART)

                 
Since Inception Five Years One Year

Average Annual Total Return Through December 31, 2004
Growth and Income Fund (commenced January 12, 1998)
  3.35%   2.51%   18.80%    

 
4


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 

Statement of Investments
December 31, 2004
                     
Shares Description Value
   
Common Stocks – 99.1%

    Brokers – 2.5%
      52,132     Merrill Lynch & Co., Inc.   $ 3,115,930  
      36,200     The Bear Stearns Companies, Inc.     3,703,622  
                 
 
                  6,819,552  
   
    Chemicals – 2.9%
      78,400     Rohm and Haas Co.     3,467,632  
      93,300     The Dow Chemical Co.     4,619,283  
                 
 
                  8,086,915  
   
    Computer Hardware – 1.9%
      42,367     CDW Corp.     2,811,050  
      119,300     Hewlett-Packard Co.     2,501,721  
                 
 
                  5,312,771  
   
    Computer Software – 3.7%
      243,800     Activision, Inc.*     4,919,884  
      196,411     Microsoft Corp.     5,246,138  
                 
 
                  10,166,022  
   
    Consumer Durables – 1.3%
      98,700     Masco Corp.     3,605,511  
   
    Defense/ Aerospace – 0.9%
      23,900     General Dynamics Corp.     2,499,940  
   
    Drugs – 1.6%
      163,000     Pfizer, Inc.     4,383,070  
   
    Electrical Utilities – 8.6%
      56,800     Ameren Corp.     2,847,952  
      59,000     Dominion Resources, Inc.     3,996,660  
      71,512     Entergy Corp.     4,833,496  
      89,410     Exelon Corp.     3,940,299  
      70,653     FirstEnergy Corp.     2,791,500  
      101,709     PPL Corp.     5,419,055  
                 
 
                  23,828,962  
   
    Energy Resources – 10.9%
      136,700     Burlington Resources, Inc.     5,946,450  
      252,300     ChevronTexaco Corp.     13,248,273  
      30,200     ConocoPhillips     2,622,266  
      159,733     Exxon Mobil Corp.     8,187,914  
                 
 
                  30,004,903  
   
    Environmental & Other Services – 1.0%
      96,510     Waste Management, Inc.     2,889,509  
   
    Financial Technology – 1.0%
      65,000     First Data Corp.     2,765,100  
   
    Food & Beverage – 2.6%
      42,800     General Mills, Inc.     2,127,588  
      57,195     H.J. Heinz Co.     2,230,033  
      80,900     Kraft Foods, Inc.     2,880,849  
                 
 
                  7,238,470  
   
    Home Products – 2.3%
      43,300     Avon Products, Inc.     1,675,710  
      46,300     The Clorox Co.     2,728,459  
      37,310     The Procter & Gamble Co.     2,055,035  
                 
 
                  6,459,204  
   
    Large Banks – 11.7%
      234,050     Bank of America Corp.     10,998,010  
      266,690     Citigroup, Inc.     12,849,124  
      216,138     J.P. Morgan Chase & Co.     8,431,543  
                 
 
                  32,278,677  
   
    Media – 3.8%
      81,167     Fox Entertainment Group, Inc.*     2,537,280  
      217,300     Historic Time Warner, Inc.*     4,224,312  
      104,700     Viacom, Inc. Class B     3,810,033  
                 
 
                  10,571,625  
   
    Medical Products – 1.3%
      101,751     Baxter International, Inc.     3,514,480  
   
    Motor Vehicle – 0.9%
      53,428     Autoliv, Inc.     2,580,572  
   
    Paper & Packaging – 1.0%
      114,300     Packaging Corp. of America     2,691,765  
   
    Parts & Equipment – 7.1%
      65,200     Eaton Corp.     4,717,872  
      187,800     General Electric Co.     6,854,700  
      151,212     Tyco International Ltd.     5,404,317  
      26,100     United Technologies Corp.     2,697,435  
                 
 
                  19,674,324  
   
    Property Insurance – 5.8%
      66,025     PartnerRe Ltd.     4,089,589  
      60,376     RenaissanceRe Holdings Ltd.     3,144,382  
      67,700     The Allstate Corp.     3,501,444  
      67,800     Willis Group Holdings Ltd.     2,791,326  
      32,526     XL Capital Ltd.     2,525,644  
                 
 
                  16,052,385  
   
    Regional Banks – 3.7%
      147,000     KeyCorp.     4,983,300  
      23,400     PNC Financial Services Group     1,344,096  
      106,951     Regions Financial Corp.     3,806,386  
                 
 
                  10,133,782  
   
    REITS – 5.7%
      72,100     Apartment Investment & Management Co.     2,778,734  
      64,800     Developers Diversified Realty Corp.     2,875,176  
      165,360     iStar Financial, Inc.     7,484,194  
      71,800     Plum Creek Timber Co., Inc.     2,759,992  
                 
 
                  15,898,096  
   
    Retail Apparel – 2.0%
      64,900     J. C. Penney Co., Inc.     2,686,860  
      98,551     The May Department Stores Co.     2,897,399  
                 
 
                  5,584,259  
   
    Semiconductors – 0.4%
      57,100     National Semiconductor Corp.     1,024,945  
   
 
The accompanying notes are an integral part of these financial statements.       5


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND
 
Statement of Investments (continued)
December 31, 2004
                     
Shares Description Value
   
Common Stocks – (continued)

    Specialty Financials – 4.5%
      81,800     American Capital Strategies Ltd.@   $ 2,728,030  
      69,614     Countrywide Financial Corp.     2,576,414  
      52,576     Fannie Mae     3,743,937  
      39,708     SLM Corp.     2,120,010  
      30,500     Washington Mutual, Inc.     1,289,540  
                 
 
                  12,457,931  
   
    Telecommunications Equipment – 0.9%
      682,100     Nortel Networks Corp.*     2,380,529  
   
    Telephone – 4.0%
      247,400     Sprint Corp.     6,147,890  
      124,000     Verizon Communications, Inc.     5,023,240  
                 
 
                  11,171,130  
   
    Thrifts – 0.5%
      21,000     Golden West Financial Corp.     1,289,820  
   
    Tobacco – 3.1%
      139,200     Altria Group, Inc.     8,505,120  
   
    Transports – 0.5%
      79,600     Southwest Airlines Co.     1,295,888  
   
    Trust/ Processors – 1.0%
      85,700     The Bank of New York Co., Inc.     2,864,094  
   
    TOTAL COMMON STOCKS
    (Cost $226,943,869)   $ 274,029,351  
   
                                 
Principal Interest Maturity
Amount Rate Date
Value
   
Repurchase Agreement – 0.7%

    Joint Repurchase Agreement Account II^
    $ 1,800,000       2.28 %     1/3/2005     $ 1,800,000  
          Maturity Value  $1,800,342
    (Cost $1,800,000)        
   
    TOTAL INVESTMENTS BEFORE SECURITIES
    LENDING COLLATERAL        
    (Cost $228,743,869)   $ 275,829,351  
   
                     
Shares Description Value
   
Securities Lending Collateral – 0.9%

      2,590,000     Boston Global Investment Trust – Enhanced Portfolio   $ 2,590,000  
    (Cost $2,590,000)
   
    TOTAL INVESTMENTS – 100.7%
    (Cost $231,333,869)   $ 278,419,351  
   
 
   * Non-income producing security.
 
   @ All or a portion of security is on loan.
 
   ^ Joint repurchase agreement was entered into on December 31, 2004.

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

             
   
    Investment Abbreviation:
    REIT     Real Estate Investment Trust
   
 
6      The accompanying notes are an integral part of these financial statements.


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 

ADDITIONAL INVESTMENT INFORMATION

JOINT REPURCHASE AGREEMENT ACCOUNT II* — At December 31, 2004, the Growth and Income Fund had an undivided interest in the following Joint Repurchase Agreement Account II which equaled $1,800,000 in principal amount.

                             
Principal Interest Maturity Maturity
Repurchase Agreements Amount Rate Date Value

Barclays Capital PLC
  $ 350,000,000       2.28 %   01/03/2005   $ 350,066,500  

Barclays Capital PLC
    400,000,000       2.30     01/03/2005     400,076,667  

Bear Stearns & Co. 
    500,000,000       2.29     01/03/2005     500,095,417  

Greenwich Capital Markets
    400,000,000       2.28     01/03/2005     400,076,000  

J.P. Morgan Chase & Co. 
    364,100,000       2.28     01/03/2005     364,169,179  

Morgan Stanley & Co. 
    300,000,000       2.27     01/03/2005     300,056,750  

UBS LLC
    500,000,000       2.26     01/03/2005     500,094,166  

UBS LLC
    250,000,000       2.28     01/03/2005     250,047,500  

Westdeutsche Landesbank AG
    400,000,000       2.28     01/03/2005     400,076,000  

TOTAL
  $ 3,464,100,000                 $ 3,464,758,179  

  At December 31, 2004, the Joint Repurchase Agreement Account II was fully collateralized by Federal Home Loan Bank, 0.00% to 4.52%, due 03/30/2006 to 08/10/2010; Federal Home Loan Mortgage Association, 0.00% to 11.75%, due 02/01/2005 to 11/01/2035; Federal National Mortgage Association, 0.00% to 11.00%, due 12/15/2005 to 01/01/2035 and Government National Mortgage Association, 6.00%, due 12/15/2033.  
 
The accompanying notes are an integral part of these financial statements.       7


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND

Statement of Assets and Liabilities
December 31, 2004
               
 
    Assets:

   
Investment in securities, at value (identified cost $228,743,869)
  $ 275,829,351  
   
Securities lending collateral, at value
    2,590,000  
   
Cash
    4,128  
   
Receivables:
       
     
Dividends and interest
    439,378  
     
Fund shares sold
    384,030  
     
Securities lending income
    196  
   
   
Total assets
    279,247,083  
   
    Liabilities:

   
Payables:
       
     
Payable upon return of securities loaned
    2,590,000  
     
Amounts owed to affiliates
    181,226  
     
Fund shares repurchased
    6,567  
   
Accrued expenses
    73,837  
   
   
Total liabilities
    2,851,630  
   
    Net Assets:

   
Paid-in capital
    256,035,523  
   
Accumulated undistributed net investment income
    371,862  
   
Accumulated net realized loss on investment transactions
    (27,097,414 )
   
Net unrealized gain on investments
    47,085,482  
   
   
NET ASSETS
  $ 276,395,453  
   
   
Total shares of beneficial interest outstanding, par value $0.001 (unlimited shares authorized)
    23,598,207  
   
Net asset value, offering and redemption price per share
  $ 11.71  
   
 
8     The accompanying notes are an integral part of these financial statements.


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 

Statement of Operations
For the Year Ended December 31, 2004
             
 
    Investment income:

   
Dividends
  $ 6,197,040  
   
Interest (including securities lending income of $762)
    62,864  
   
   
Total income
    6,259,904  
   
    Expenses:

   
Management fees
    1,803,238  
   
Transfer agent fees
    96,173  
   
Custody and accounting fees
    55,435  
   
Professional fees
    44,266  
   
Printing fees
    33,638  
   
Trustee fees
    14,439  
   
Other
    11,525  
   
   
Total expenses
    2,058,714  
   
   
Less — expense reductions
    (2,334 )
   
   
Net expenses
    2,056,380  
   
   
NET INVESTMENT INCOME
    4,203,524  
   
    Realized and unrealized gain on investment transactions:

   
Net realized gain from investment transactions
    31,697,872  
   
Net increase from payment by affiliates to reimburse certain brokerage commissions
    51,635  
   
Net change in unrealized gain on investments
    6,786,601  
   
   
Net realized and unrealized gain on investment transactions
    38,536,108  
   
   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
  $ 42,739,632  
   
 
The accompanying notes are an integral part of these financial statements.      9


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND

Statements of Changes in Net Assets
                     
For the For the
Year Ended Year Ended
December 31, 2004 December 31, 2003
 
    From operations:

   
Net investment income
  $ 4,203,524     $ 646,377  
   
Net realized gain on investment transactions
    31,697,872       234,857  
   
Net increase from payment by affiliates to reimburse certain brokerage commissions
    51,635        
   
Net change in unrealized gain on investments
    6,786,601       11,541,626  
   
   
Net increase in net assets resulting from operations
    42,739,632       12,422,860  
   
    Distributions to shareholders:

   
From net investment income
    (3,899,045 )     (561,152 )
   
    From share transactions:

   
Proceeds from sales of shares
    33,498,391       11,379,148  
   
Proceeds in connection with merger
          178,951,522  
   
Reinvestment of dividends and distributions
    3,899,045       561,152  
   
Cost of shares repurchased
    (30,158,379 )     (9,348,414 )
   
   
Net increase in net assets resulting from share transactions
    7,239,057       181,543,408  
   
   
TOTAL INCREASE
    46,079,644       193,405,116  
   
    Net assets:

   
Beginning of year
    230,315,809       36,910,693  
   
   
End of year
  $ 276,395,453     $ 230,315,809  
   
   
Accumulated undistributed net investment income
  $ 371,862     $ 117,781  
   
    Summary of share transactions:

   
Shares sold
    3,088,976       1,300,174  
   
Shares issued in connection with merger
          18,241,732  
   
Shares issued on reinvestment of dividends and distributions
    335,835       57,851  
   
Shares repurchased
    (2,861,998 )     (1,100,833 )
   
   
NET INCREASE
    562,813       18,498,924  
   
 
10     The accompanying notes are an integral part of these financial statements.


 

Financial Highlights
Selected Data for a Share Outstanding Throughout Each Year
                                                                                                                 
Income (loss) from Ratios assuming no
investment operations expense reductions

Distributions
Net to Ratio of Ratio of Ratio of
Net asset realized shareholders Net asset Net assets Ratio of net investment total net investment
value, Net and Total from from net value, at end net expenses income expenses income Portfolio
beginning investment unrealized investment investment end of Total of year to average to average to average to average turnover
of year income(b) gain (loss) operations income year return(a) (in 000s) net assets net assets net assets net assets rate
 
    For the Years Ended December 31,

    2004   $ 10.00     $ 0.19     $ 1.69     $ 1.88     $ (0.17 )   $ 11.71       18.80 %   $ 276,395       0.86 %     1.75 %     0.86 %     1.75 %     58 %    
    2003     8.14       0.13       1.85       1.98       (0.12 )     10.00       24.36       230,316       1.02       1.44       1.20       1.26       51      
    2002     9.33       0.13       (1.19 )     (1.06 )     (0.13 )     8.14       (11.34 )     36,911       1.05       1.51       1.27       1.29       98      
    2001     10.34       0.05       (1.02 )     (0.97 )     (0.04 )     9.33       (9.34 )     40,593       1.00       0.49       1.17       0.32       48      
    2000     10.89       0.04       (0.55 )     (0.51 )     (0.04 )     10.34       (4.69 )     37,116       0.99       0.40       1.22       0.17       68      
   
(a)  Assumes investment at the net asset value at the beginning of the year, reinvestment of all distributions and a complete redemption of the investment at the net asset value at the end of the year.
(b)  Calculated based on the average shares outstanding methodology.

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

 
       11


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND

Notes to Financial Statements
December 31, 2004

1. ORGANIZATION

Goldman Sachs Variable Insurance Trust (the “Trust”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, (the “Act”) as an open-end, management investment company. The Trust includes the Goldman Sachs Growth and Income Fund (the “Fund”). The Fund is a diversified portfolio under the Act.
     Shares of the Trust may be purchased and held by separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Trust are not offered directly to the general public.

2. SIGNIFICANT ACCOUNTING POLICIES

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

A. Investment Valuation — Investments in securities 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, 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 and debt 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 are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed to be inaccurate 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 recorded 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 which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted.

C. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on ex-dividend date. Income distributions and capital gains distributions, if any, are declared and paid annually.

     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, on investment transactions, or from paid-in-capital.
     In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, an equity REIT’s cash flow will exceed its taxable income. The REIT may distribute this excess cash to offer a more competitive yield. This portion of the distribution is deemed a return of capital, and is generally not taxable to shareholders.

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

 
12


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 
 
2. SIGNIFICANT ACCOUNTING POLICIES — (continued)

E. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate liquid assets on the accounting records equal to or greater than the market value of the corresponding transactions.

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

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

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 Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees.
     As compensation for the services rendered pursuant to the Agreements, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, at an annual rate equal to 0.75% of the average daily net assets of the Fund.
     GSAM has voluntarily agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Transfer Agent fees and expenses, taxes, interest, brokerage fees, litigation and indemnification costs, shareholder meeting and other extraordinary expenses) to the extent that such expenses exceed, on an annual basis, 0.11% of the average daily net assets of the Fund. GSAM has agreed to maintain this expense limitation reductions through June 30, 2005. Such expense reimbursement, if any, is computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. For the year ended December 31, 2004, GSAM made no reimbursements to the Fund.
     The Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. For the year ended December 31, 2004, custody fees were reduced by approximately $2,300.
     Goldman Sachs also serves as the Transfer Agent of the Fund for a fee. The fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate of 0.04% of the average daily net assets of the Fund. Goldman Sachs serves as the distributor of the Fund’s shares at no cost to the Fund.
     At December 31, 2004, amounts owed to affiliates were approximately $172,000 and $9,200 for Management and Transfer Agent fees, respectively.
 
13


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND
 
Notes to Financial Statements (continued)
December 31, 2004

4. PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds of sales and maturities of long term securities for the year ended December 31, 2004, were $147,573,695 and $137,457,828, respectively.
     For the year ended December 31, 2004, Goldman Sachs earned approximately $24,500 in brokerage commissions from portfolio transactions, executed on behalf of the Fund.
     GSAM voluntarily made a one-time reimbursement of approximately $59,500 to the Fund for certain brokerage commissions, including interest, paid by the Fund over the course of several years.

5. SECURITIES LENDING

Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through its securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the year ended December 31, 2004, is reported parenthetically on the Statement of Operations. For the year ended December 31, 2004, BGA earned $135 in fees as securities lending agent. At December 31, 2004, the Fund loaned securities having a market value of $2,467,900 collateralized by cash in the amount of $2,590,000. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

6. LINE OF CREDIT FACILITY

The Fund participates in a $350,000,000 committed, unsecured revolving line of credit facility. Under the most restrictive arrangement, the Fund must own securities having a market value in excess of 300% (400% prior to May 26, 2004) of the 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. This committed facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. During the year ended December 31, 2004, the Fund did not have any borrowings under this facility.

7. ADDITIONAL TAX INFORMATION

The tax character of distributions paid during the fiscal years ended December 31, 2004 and December 31, 2003 were as follows:
                 
For the year ended December 31,

2004 2003

Distributions paid from:
               
Ordinary income
  $ 3,899,045     $ 561,152  

Total taxable distributions
  $ 3,899,045     $ 561,152  

 
14


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 
 
7. ADDITIONAL TAX INFORMATION — (continued)

As of December 31, 2004, the components of accumulated earnings (losses) on a tax basis were as follows:

           
Undistributed ordinary income — net
  $ 348,470  
Capital loss carryforward:*
       
 
Expiring 2009
    (20,932,445 )
 
Expiring 2010
    (5,509,772 )

Total capital loss carryforward
    (26,442,217 )
Timing differences (related to the recognition of certain REIT dividends for tax purposes)
    23,392  
Unrealized gains — net
    46,430,285  

Total accumulated earnings — net
  $ 20,359,930  

* Utilization of these losses may be limited under the Internal Revenue Code.

At December 31, 2004, the Fund’s aggregate security unrealized gains and losses based on a cost for U.S. federal income tax purposes was as follows:

         
Tax cost
  $ 231,989,066  

Gross unrealized gain
    48,312,011  
Gross unrealized loss
    (1,881,726 )

Net unrealized security gain
  $ 46,430,285  

The difference between book-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales and return of capital distributions from underlying fund investments.

8. CERTAIN RECLASSIFICATIONS

In order to present certain components of the Fund’s capital accounts on a tax basis, certain reclassifications have been recorded to the Fund’s accounts. The Fund reclassified $50,398 from accumulated undistributed net investment income and $115,396 from paid-in capital to accumulated net realized loss on investment transactions. This reclassification has no impact on the net asset value of the Fund. Reclassifications result primarily from the difference in the tax treatment of investments in partnerships and adjustments related to prior year merger activity.

9. MERGERS AND REORGANIZATIONS

At a meeting held on September 18, 2003, the Board of Trustees of the Trust approved (i) an Agreement and Plan of Reorganization (the “Protective Agreement”) providing for the tax-free acquisition of the Growth and Income Fund of Protective Investment Company by the Fund. The acquisition was completed on December 19, 2003 following the approval of the Protective Fund shareholders on December 9, 2003.
     Pursuant to the Protective Agreement, the assets and liabilities of the Protective Growth & Income Fund were transferred to the Fund in a tax-free exchange for shares of the Fund as follows:
                         
Acquired Fund’s
Exchanged Shares Value of Shares Outstanding
Survivor/Acquired Fund of Survivor Issued Exchanged Shares as of December 19, 2003

Growth & Income/ Protective Growth & Income
    18,241,732     $ 178,951,522       14,281,379  

 
15


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND
 
Notes to Financial Statements (continued)
December 31, 2004
 
9. MERGERS AND REORGANIZATIONS — (continued)

The following chart shows the Survivor Fund’s and Acquired Fund’s aggregate net assets (immediately before and after the completion of the acquisition) and the Acquired Fund’s unrealized appreciation (depreciation) and capital loss carryforwards.

                                         
Survivor Survivor Fund’s
Fund’s Acquired Fund’s Aggregate
Aggregate Aggregate Acquired Fund’s Net Assets
Net Assets Net Assets Unrealized Acquired Fund’s immediately
before before Appreciation/ Capital Loss after
Survivor/Acquired Fund acquisition acquisition (Depreciation) Carryforward* acquisition

Growth & Income/ Protective Growth & Income
  $ 46,773,384     $ 178,951,522     $ 29,603,787     $ (48,963,923 )   $ 225,724,906  

For U.S. federal income tax purposes, certain limitations may apply to the utilization of the Acquired Fund’s capital loss carryforwards.

 
16


 

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees
Goldman Sachs Variable Insurance Trust

We have audited the accompanying statement of assets and liabilities of Goldman Sachs Growth and Income Fund (one of the funds comprising the Goldman Sachs Variable Insurance Trust) (the “Fund”), including the statement of investments, as of December 31, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2004, by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Goldman Sachs Growth and Income Fund at December 31, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

  -s- ERNST & YOUNG LLP

New York, New York
February 9, 2005
 
17


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND

Fund Expenses (Unaudited) — Six Month Period Ended December 31, 2004

            As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the 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 July 1, 2004 through December 31, 2004.  

  Actual Expenses — The first line of 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 of table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund 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. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges (loads), redemption fees, or exchange fees, but shareholders of other funds may incur such costs. 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 whose shareholders may incur transaction costs.  

                         

Expenses Paid
for the
Beginning Ending Account 6 months
Account Value Value ended
7/1/04 12/31/04 12/31/04*

Actual
  $ 1,000     $ 1,113.40     $ 4.61  
Hypothetical 5% return
    1,000       1,020.77 +     4.41  

  Expenses are calculated using the Fund’s annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six months ended December 31, 2004. Expenses are calculated by multiplying the annualized expense ratio by the average account value for such 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. Expense ratios for the most recent fiscal half year may differ from expense ratios based on one-year data in the Financial Highlights. The annualized net expense ratio for the period was 0.87%.  

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

 
18


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 

Trustees and Officers (Unaudited)

Independent Trustees
                     
Number of
Term of Portfolios in
Position(s) Office and Fund Complex Other
Name, Held with Length of Principal Occupation(s) Overseen by Directorships
Address and Age1 the Trust2 Time Served3 During Past 5 Years Trustee4 Held by Trustee5

Ashok N. Bakhru
Age: 62
  Chairman & Trustee   Since 1991   President, ABN Associates (July 1994-March 1996 and November 1998-Present); Executive Vice President—Finance and Administration and Chief Financial Officer, Coty Inc. (manufacturer of fragrances and cosmetics) (April 1996-November 1998); Director of Arkwright Mutual Insurance Company (1984-1999); Trustee of International House of Philadelphia (program center and residential community for students and professional trainees from the United States and foreign countries) (1989-Present); Member of Cornell University Council (1992-Present); Trustee of the Walnut Street Theater (1992-Present); Trustee, Scholarship America (1998-Present); Director, Private Equity Investors—III and IV (November 1998-Present), and Equity-Limited Investors II (April 2002-Present); and Chairman, Lenders Service Inc. (provider of mortgage lending services) (2000-2003).

Chairman of the Board and Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

John P. Coblentz, Jr.
Age: 63
  Trustee   Since 2003   Partner, Deloitte & Touche LLP (June 1975-May 2003).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Patrick T. Harker
Age: 46
  Trustee   Since 2000   Dean and Reliance Professor of Operations and Information Management, The Wharton School, University of Pennsylvania (February 2000-Present); Interim and Deputy Dean, The Wharton School, University of Pennsylvania (July 1999-Present); and Professor and Chairman of Department of Operations and Information Management, The Wharton School, University of Pennsylvania (July 1997-August 2000).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Mary P. McPherson
Age: 69
  Trustee   Since 1997   Vice President, The Andrew W. Mellon Foundation (provider of grants for conservation, environmental and educational purposes) (October 1997-Present); Director, Smith College (1998-Present); Director, Josiah Macy, Jr. Foundation (health educational programs) (1977-Present); Director, Philadelphia Contributionship (insurance) (1985-Present); Director Emeritus, Amherst College (1986-1998); Director, The Spencer Foundation (educational research) (1993-February 2003); member of PNC Advisory Board (banking) (1993-1998); and Director, American School of Classical Studies in Athens (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Wilma J. Smelcer
Age: 55
  Trustee   Since 2001   Chairman, Bank of America, Illinois (banking) (1998-January 2001); and Governor, Board of Governors, Chicago Stock Exchange (national securities exchange) (April 2001-April 2004).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   Lawson Products Inc. (distributor of industrial products).

Richard P. Strubel
Age: 65
  Trustee   Since 1987   Vice Chairman and Director, Unext, Inc. (provider of educational services via the internet) (2003-Present); President, COO and Director, Unext, Inc. (1999-2003); Director, Cantilever Technologies, Inc. (a private software company) (1999-Present); Trustee, The University of Chicago (1987-Present); and Managing Director, Tandem Partners, Inc. (management services firm) (1990-1999).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   Gildan Activewear Inc. (an activewear clothing marketing and manufacturing company); Unext, Inc. (provider of educational services via the internet); Northern Mutual Fund Complex (53 Portfolios).

 
19


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND
 
 
Trustees and Officers (Unaudited) (continued)

Interested Trustees

                     
Number of
Term of Portfolios in
Position(s) Office and Fund Complex Other
Name, Held with Length of Principal Occupation(s) Overseen by Directorships
Address and Age1 the Trust2 Time Served3 During Past 5 Years Trustee4 Held by Trustee5

*Alan A. Shuch
Age: 55
  Trustee   Since 1990   Advisory Director—GSAM (May 1999-Present); Consultant to GSAM (December 1994-May 1999); and Limited Partner, Goldman Sachs (December 1994-May 1999).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

*Kaysie P. Uniacke
Age: 43
  Trustee &
President
  Since 2001

Since 2002
  Managing Director, GSAM (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).

President—Goldman Sachs Mutual Fund Complex (2002- Present) (registered investment companies).

Assistant Secretary—Goldman Sachs Mutual Fund Complex (1997-2002) (registered investment companies).
  63   None

 
*
These persons are considered to be “Interested Trustees” because they hold positions with Goldman Sachs and own securities issued by The Goldman Sachs Group, Inc. Each Interested Trustee holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
1
Each Trustee may be contacted by writing to the Trustee, c/o Goldman Sachs, One New York Plaza, 37th Floor, New York, New York, 10004, Attn: Howard B. Surloff.
2
The Trust is a successor to a Massachusetts business trust that was combined with the Trust on April 30, 1997.
3
Each Trustee holds office for an indefinite term until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board of Trustees or shareholders, in accordance with the Trust’s Declaration of Trust; (c) the date the Trustee attains the age of 72 years (in accordance with the current resolutions of the Board of Trustees, which may be changed by the Trustees without shareholder vote); or (d) the termination of the Trust.
4
The Goldman Sachs Mutual Fund Complex consists of the Trust and Goldman Sachs Variable Insurance Trust. As of December 31, 2004, the Trust consisted of 57 portfolios, including the Funds described in this Annual Report, and Goldman Sachs Variable Insurance Trust consisted of 6 portfolios.
5
This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the Act.

Additional information about the Trustees is available in the Funds’ Statement of Additional Information which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States of America): 1-800-292-4726

 
20


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 

Officers of the Trust* (Unaudited)

             
Term of
Office and
Position(s) Held Length of
Name, Address And Age With the Trust Time Served1 Principal Occupation(s) During Past 5 Years

Kaysie P. Uniacke
32 Old Slip
New York, NY 10005
Age: 43
  President &
Trustee
  Since 2002

Since 2001
  Managing Director, GSAM (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).

President—Goldman Sachs Mutual Fund Complex (registered investment companies).

Assistant Secretary—Goldman Sachs Mutual Fund Complex (1997-2002) (registered investment companies).

James A. Fitzpatrick
4900 Sears Tower
Chicago, IL 60606
Age: 44
  Vice President   Since 1997   Managing Director, Goldman Sachs (October 1999-Present); and Vice President of GSAM (April 1997-December 1999).

Vice President—Goldman Sachs Mutual Fund Complex (registered investment companies).

James A. McNamara
32 Old Slip
New York, NY 10005
Age: 42
  Vice President   Since 2001   Managing Director, Goldman Sachs (December 1998-Present); Director of Institutional Fund Sales, GSAM (April 1998-December 2000); and Senior Vice President and Manager, Dreyfus Institutional Service Corporation (January 1993-April 1998).

Vice President—Goldman Sachs Mutual Fund Complex (registered investment companies).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies) (December 2002-May 2004).

John M. Perlowski
32 Old Slip
New York, NY 10005
Age: 40
  Treasurer   Since 1997   Managing Director, Goldman Sachs (November 2003-Present) and Vice President, Goldman Sachs (July 1995-November 2003).

Treasurer—Goldman Sachs Mutual Fund Complex (registered investment companies).

Howard B. Surloff
One New York Plaza
37th Floor
New York, NY 10004
Age: 39
  Secretary   Since 2001   Managing Director, Goldman Sachs (November 2002-Present); Associate General Counsel, Goldman Sachs and General Counsel to the U.S. Funds Group (December 1997-Present).

Secretary—Goldman Sachs Mutual Fund Complex (registered investment companies) (2001-Present) and Assistant Secretary prior thereto.

 
1
Officers hold office at the pleasure of the Board of Trustees or until their successors are duly elected and qualified. Each officer holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
*
Represents a partial list of officers of the Trust. Additional information about all the officers is available in the Funds’ Statement of Additional Information which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States): 1-800-292-4726.

Goldman Sachs Variable Insurance Trust Growth and Income Fund — Tax Information (Unaudited)

For the year ended December 31, 2004, 100% of the dividends paid from net investment company taxable income by the Fund qualify for the dividends received deduction available to corporations.

 
21


 

 
Trustees and Officers (Unaudited) (continued)
     
TRUSTEES
  OFFICERS
Ashok N. Bakhru, Chairman
  Kaysie P. Uniacke, President
John P. Coblentz, Jr.
  James A. Fitzpatrick, Vice President
Patrick T. Harker
  James A. McNamara, Vice President
Mary Patterson McPherson
  John M. Perlowski, Treasurer
Alan A. Shuch
  Howard B. Surloff, Secretary
Wilma J. Smelcer
   
Richard P. Strubel
   
Kaysie P. Uniacke
   
GOLDMAN, SACHS & CO.
Distributor and Transfer Agent
   
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Adviser
Visit our internet address: www.gs.com/funds to obtain the most recent month-end returns.
The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, 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 Fund. 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 Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the 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 Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“the Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’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. 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).
This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus for the Fund. Please consider the Fund’s objectives, risks and charges and expenses, and read the Prospectus carefully before investing.
Holdings are as of December 31, 2004 and are subject to change in the future. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities.
The Fund is subject to the risk of rising and falling stock prices. In recent years, the U.S. stock market has experienced substantial price volatility.
    Toll Free (in U.S.): 800-292-4726
This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman
Sachs Variable Insurance Trust: Growth and Income Fund.
 
© Copyright 2005 Goldman, Sachs & Co. All rights reserved. Date of first use: February 18, 2005
 
VITG&IAR    


 

Goldman
Sachs Variable Insurance Trust
GOLDMAN SACHS ASSET MANAGEMENT, L.P. 32 OLD SLIP, NEW YORK, NEW YORK 10005
CORESM U.S. Equity Fund
 
Annual Report
December 31, 2004
 


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 

Shareholder Letter

Dear Shareholders:

This report provides an overview on the performance of the Goldman Sachs Variable Insurance Trust — CORE U.S. Equity Fund during the one-year reporting period that ended December 31, 2004.

Market Review

For the one-year reporting period ended December 31, 2004, the Standard & Poor’s 500 Index (the “Index”) returned 10.88%, driven by strong returns towards the end of the year. Within the Index, the Energy (+31.6%) and Utilities (+24.7%) sectors experienced the largest absolute gains, while the top-weighted Financials sector (+10.9%) contributed most (weight times performance) for the period. Value stocks outperformed their growth counterparts by a large margin in 2004, with the Russell 1000 Value Index returning 16.49% versus the Russell 1000 Growth Index return of 6.30%. Small-cap stocks also significantly outperformed large-cap stocks as the Russell 2000 Index and Russell 1000 Index returned 18.33% and 11.40%, respectively. This was largely due to small-cap Financials and Energy stocks outpacing their larger counterparts.

Investment Objective

The Fund seeks long-term capital growth and dividend income.

Portfolio Composition

Top 10 Portfolio Holdings as of December 31, 2004*

             
% of
Company Business Net Assets



Microsoft Corp.
  Software     3.6 %
Bank of America Corp.
  Banks     3.2  
Pfizer, Inc.
  Pharmaceuticals     3.2  
Johnson & Johnson
  Pharmaceuticals     3.2  
International Business Machines Corp.
  Computers & Peripherals     3.0  
JPMorgan Chase & Co.
  Diversified Financials     2.8  
Verizon Communications, Inc.
  Diversified Telecommunication Services     2.6  
eBay, Inc.
  Internet & Catalog Retail     2.3  
Viacom, Inc. Class B
  Media     2.1  
QUALCOMM, Inc.
  Communications Equipment     2.0  

* Opinions expressed in this report represent our present opinions only. Reference to individual securities should not be construed as a commitment that such securities will be retained in the Fund. From time to time, the Fund may change the individual securities it holds, the number or types of securities held and the markets in which it invests. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. References to individual securities do not constitute a recommendation to the investor to buy, hold or sell such securities. In addition, references to past performance of the Fund do not indicate future returns, which are not guaranteed and will vary. Furthermore, the value of shares of the Fund may fall as well as rise.

 
1


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND
 
Shareholder Letter (continued)

Performance Review

Over the one-year period that ended December 31, 2004, the Fund generated a cumulative total return of 14.94%. Over the same time period, the Fund’s benchmark, the Standard & Poor’s 500 Index (with dividends reinvested) generated a cumulative total return of 10.88%. Over the fiscal year, the Fund’s outperformance versus its benchmark was due to solid returns from the CORE themes, a disciplined approach to security analysis, and rigorous risk management.

Of the CORE themes, Valuation and Earnings Quality were the biggest positive contributors to relative returns, as inexpensive companies with cash-based sources of earnings outperformed their industry counterparts. Momentum, Analyst Sentiment, and Profitability also added value, while Management Impact was only slightly positive. To learn more about the CORE investment philosophy and themes, please refer to the Fund’s prospectus.

Stock selection was positive in eight of the 10 sectors contained in the S&P 500 Index, and was particularly strong in the Financials, Consumer Staples, and Information Technology sectors. Only holdings in the Industrials and Consumer Discretionary sectors lagged their peers in the benchmark for the period.

In managing the CORE products, we do not make size or sector bets. We hope to add value versus the Fund’s Index through individual stock selection. Our quantitative process seeks out stocks with good momentum that also appear to be good values. We prefer stocks about which fundamental research analysts are becoming more positive and companies with strong profit margins, sustainable earnings, and that use their capital to enhance shareholder value. These factors are not highly correlated to each other, which diversifies the Fund’s sources of returns.

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

Goldman Sachs Quantitative Equity Management Team

January 19, 2005

 
 
2


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 

SECTOR ALLOCATION AS OF DECEMBER 31, 2004

Percentage of Portfolio Investments

(BAR CHART)

† The Fund is actively managed and, as such, its composition may differ over time. The percentage shown for each investment category reflects the value of investments in that category as a percentage of market value (excluding repurchase agreements, securities lending collateral and cash).

This Sector Allocation chart is provided for your reference. This new information has been included in response to recent rule and form amendments made by the Securities and Exchange Commission.

 
3


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND

Performance Summary
December 31, 2004

The following graph shows the value as of December 31, 2004, of a $10,000 investment made on February 13, 1998 (commencement of operations). For comparative purposes, the performance of the Fund’s benchmark, the Standard and Poor’s 500 Index (with dividends reinvested) (“S&P 500 Index”), is shown. This performance data represents past performance and should not be considered indicative of future performance which will fluctuate with changes in market conditions. These performance fluctuations will cause an investor’s shares, when redeemed, to be worth more or less than their original cost. Performance reflects Fund level expenses but does not reflect fees and expenses associated with any variable annuity contract or variable life insurance policy that uses the Fund as an investment option for any contract or policy. Had performance reflected all of those fees and expenses, performance would have been reduced. Performance also would have been reduced had expense limitations not been in effect. In addition to the investment adviser’s decisions regarding issuer/industry investment selection and allocation, other factors may affect Fund performance. These factors include, but are not limited to, Fund operating fees and expenses, portfolio turnover, and subscription and redemption cash flows affecting a Fund.

CORE U.S. Equity Fund’s Lifetime Performance

Growth of a $10,000 Investment, Distributions Reinvested from February 13, 1998 to December 31, 2004.

                 
Since Inception Five Years One Year

Average Annual Total Return Through December 31, 2004
CORE U.S. Equity Fund (commenced February 13, 1998)
  4.11%   -1.54%   14.94%    

 
4


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 

Statement of Investments
December 31, 2004
                     
Shares
Description Value 
   
Common Stocks – 98.5%

    Aerospace & Defense – 3.5%
      89,800     Northrop Grumman Corp.   $ 4,881,528  
      115,400     Raytheon Co.     4,480,982  
      171,900     The Boeing Co.     8,899,263  
                 
 
                  18,261,773  
   
    Air Freight & Couriers – 1.3%
      54,400     FedEx Corp.     5,357,856  
      23,935     Ryder System, Inc.     1,143,375  
                 
 
                  6,501,231  
   
    Automobiles – 1.8%
      637,100     Ford Motor Co.     9,327,144  
   
    Banks – 6.4%
      360,266     Bank of America Corp.     16,928,899  
      22,500     Bank of Hawaii Corp.     1,141,650  
      161,700     U.S. Bancorp.     5,064,444  
      24,500     UnionBanCal Corp.     1,579,760  
      126,800     Wachovia Corp.     6,669,680  
      49,000     Washington Mutual, Inc.     2,071,720  
                 
 
                  33,456,153  
   
    Biotechnology – 2.8%
      139,500     Biogen Idec, Inc.*     9,292,095  
      20,900     Chiron Corp.*     696,597  
      50,300     Genentech, Inc.*     2,738,332  
      42,200     ImClone Systems, Inc.*     1,944,576  
                 
 
                  14,671,600  
   
    Chemicals – 0.7%
      68,800     Monsanto Co.     3,821,840  
   
    Commercial Services & Supplies – 2.2%
      405,800     Cendant Corp.     9,487,604  
      16,500     Republic Services, Inc.     553,410  
      41,400     Waste Management, Inc.     1,239,516  
                 
 
                  11,280,530  
   
    Communications Equipment – 4.1%
      24,925     Juniper Networks, Inc.*     677,711  
      585,000     Motorola, Inc.     10,062,000  
      243,800     QUALCOMM, Inc.     10,337,120  
                 
 
                  21,076,831  
   
    Computers & Peripherals – 3.6%
      8,000     Apple Computer, Inc.*     515,200  
      13,300     Dell, Inc.*     560,462  
      159,500     International Business Machines Corp.     15,723,510  
      26,700     NCR Corp.*     1,848,441  
                 
 
                  18,647,613  
   
    Diversified Financials – 8.3%
      73,232     Citigroup, Inc.     3,528,318  
      124,900     Freddie Mac     9,205,130  
      372,200     JPMorgan Chase & Co.     14,519,522  
      98,900     Merrill Lynch & Co., Inc.     5,911,253  
      103,500     Moody’s Corp.     8,988,975  
      12,800     Principal Financial Group, Inc.     524,032  
      6,000     The Bear Stearns Companies, Inc.     613,860  
                 
 
                  43,291,090  
   
    Diversified Telecommunication Services – 3.2%
      135,400     Sprint Corp.     3,364,690  
      328,800     Verizon Communications, Inc.     13,319,688  
                 
 
                  16,684,378  
   
    Electric Utilities – 1.7%
      17,900     Alliant Energy Corp.     511,940  
      134,600     Edison International     4,311,238  
      31,200     Northeast Utilities     588,120  
      108,200     PG&E Corp.*     3,600,896  
                 
 
                  9,012,194  
   
    Electrical Equipment – 0.3%
      24,400     Emerson Electric Co.     1,710,440  
   
    Electronic Equipment & Instruments – 0.1%
      25,900     Avnet, Inc.*     472,416  
   
    Food & Drug Retailing – 0.5%
      74,615     SUPERVALU, INC.     2,575,710  
   
    Food Products – 2.9%
      172,100     Archer-Daniels-Midland Co.     3,839,551  
      93,700     Kraft Foods, Inc.     3,336,657  
      440,200     Tyson Foods, Inc.     8,099,680  
                 
 
                  15,275,888  
   
    Health Care Equipment & Supplies – 1.4%
      38,100     Applera Corp. – Applied
Biosystems Group
    796,671  
      8,900     Becton, Dickinson & Co.     505,520  
      70,900     Boston Scientific Corp.*     2,520,495  
      10,347     Guidant Corp.     746,019  
      28,700     IMS Health, Inc.     666,127  
      22,500     Zimmer Holdings, Inc.*     1,802,700  
                 
 
                  7,037,532  
   
    Health Care Providers & Services – 1.4%
      7,000     Aetna, Inc.     873,250  
      39,500     Cardinal Health, Inc.     2,296,925  
      84,900     Caremark Rx, Inc.*     3,347,607  
      22,200     McKesson Corp.     698,412  
                 
 
                  7,216,194  
   
    Hotels Restaurants & Leisure – 0.2%
      31,100     GTECH Holdings Corp.     807,045  
   
    Household Durables – 1.7%
      65,000     Harman International Industries, Inc.     8,255,000  
      8,500     The Black & Decker Corp.     750,805  
                 
 
                  9,005,805  
   
    Household Products – 1.5%
      142,500     The Procter & Gamble Co.     7,848,900  
   
 
The accompanying notes are an integral part of these financial statements.

5


 

Statement of Investments (continued)
December 31, 2004
 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND
                     
Shares
Description Value 
   
Common Stocks – (continued)

    Household Products – (continued)
    Industrial Conglomerates – 4.5%
      86,200     3M Co.   $ 7,074,434  
      261,600     General Electric Co.     9,548,400  
      89,400     Reynolds American, Inc.@     7,026,840  
                 
 
                  23,649,674  
   
    Insurance – 5.6%
      12,900     ACE Ltd.     551,475  
      127,100     Loews Corp.     8,935,130  
      97,800     MBIA, Inc.     6,188,784  
      28,300     MetLife, Inc.     1,146,433  
      5,700     Nationwide Financial Services, Inc.     217,911  
      174,500     Prudential Financial, Inc.     9,590,520  
      22,500     The Chubb Corp.     1,730,250  
      21,139     The St. Paul Travelers Companies, Inc.     783,623  
                 
 
                  29,144,126  
   
    Internet & Catalog Retail – 2.3%
      102,300     eBay, Inc.*     11,895,444  
   
    Internet Software & Services – 0.1%
      12,825     McAfee, Inc.*     371,027  
   
    IT Consulting & Services – 1.2%
      98,300     Computer Sciences Corp.*     5,541,171  
      89,100     Unisys Corp.*     907,038  
                 
 
                  6,448,209  
   
    Leisure Equipment & Products – 0.3%
      24,900     Polaris Industries, Inc.     1,693,698  
   
    Media – 3.9%
      20,764     Comcast Corp.*     691,026  
      410,800     Historic Time Warner, Inc.*     7,985,952  
      18,300     Liberty Media International, Inc.*     846,009  
      300,500     Viacom, Inc. Class B     10,935,195  
                 
 
                  20,458,182  
   
    Metals & Mining – 1.0%
      16,200     Alcoa, Inc.     509,004  
      9,800     Newmont Mining Corp.     435,218  
      79,000     Nucor Corp.     4,134,860  
                 
 
                  5,079,082  
   
    Multiline Retail – 1.9%
      17,200     Costco Wholesale Corp.     832,652  
      7,472     Dillard’s, Inc.     200,773  
      41,017     Kmart Holding Corp.*@     4,058,632  
      94,500     Wal-Mart Stores, Inc.     4,991,490  
                 
 
                  10,083,547  
   
    Oil & Gas – 7.5%
      90,300     Anadarko Petroleum Corp.     5,852,343  
      183,172     Burlington Resources, Inc.     7,967,982  
      27,288     ConocoPhillips     2,369,417  
      106,500     Devon Energy Corp.     4,144,980  
      146,366     Exxon Mobil Corp.     7,502,721  
      121,100     Occidental Petroleum Corp.     7,067,396  
      43,000     Sunoco, Inc.     3,513,530  
      18,900     Valero Energy Corp.     858,060  
                 
 
                  39,276,429  
   
    Paper & Forest Products – 0.3%
      56,600     Louisiana-Pacific Corp.     1,513,484  
   
    Personal Products – 1.9%
      224,200     The Gillette Co.     10,039,676  
   
    Pharmaceuticals – 8.2%
      63,400     Allergan, Inc.     5,139,838  
      264,300     Johnson & Johnson     16,761,906  
      120,600     Merck & Co., Inc.     3,876,084  
      629,405     Pfizer, Inc.     16,924,700  
                 
 
                  42,702,528  
   
    Real Estate – 0.5%
      95,900     Equity Office Properties Trust     2,792,608  
   
    Road & Rail – 1.0%
      82,800     Burlington Northern Santa Fe Corp.     3,917,268  
      15,700     Union Pacific Corp.     1,055,825  
                 
 
                  4,973,093  
   
    Semiconductor Equipment & Products – 2.5%
      116,800     Advanced Micro Devices, Inc.*     2,571,936  
      28,100     Cree, Inc.*@     1,126,248  
      52,400     Freescale Semiconductor, Inc.*     933,768  
      69,108     Freescale Semiconductor, Inc. Class B*     1,268,823  
      353,700     Micron Technology, Inc.*     4,368,195  
      104,600     Texas Instruments, Inc.     2,575,252  
                 
 
                  12,844,222  
   
    Software – 5.3%
      151,200     Autodesk, Inc.     5,738,040  
      26,700     BMC Software, Inc.*     496,620  
      87,000     Cadence Design Systems, Inc.*     1,201,470  
      700,600     Microsoft Corp.     18,713,026  
      51,200     Symantec Corp.*     1,318,912  
                 
 
                  27,468,068  
   
    Specialty Retail – 0.8%
      119,300     AutoNation, Inc.*     2,291,753  
      16,900     Barnes & Noble, Inc.*     545,363  
      21,000     Limited Brands, Inc.     483,420  
      21,200     The Home Depot, Inc.     906,088  
                 
 
                  4,226,624  
   
    Wireless Telecommunication Services – 0.1%
      12,600     United States Cellular Corp.*     563,976  
   
    TOTAL COMMON STOCKS
    (Cost $459,548,409)   $ 513,206,004  
   
 
The accompanying notes are an integral part of these financial statements.

6


 

 
 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 
                             
Principal Interest Maturity
Amount Rate Date
Value
   
Repurchase Agreement – 1.6%

   
Joint Repurchase Agreement Account II^
    $ 8,200,000       2.28 %   1/3/2005   $ 8,200,000  
          Maturity Value  $8,201,558
    (Cost $8,200,000)        
   
    TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL
    (Cost $467,748,409)   $ 521,406,004  
   
                     
Shares
Description Value 
   
Securities Lending Collateral – 1.6%

      8,380,250     Boston Global Investment Trust – Enhanced Portfolio   $ 8,380,250  
    (Cost $8,380,250)
   
    TOTAL INVESTMENTS – 101.7%
    (Cost $476,128,659)   $ 529,786,254  
   
 
 * Non-income producing security.
 
 @ All or portion of security is on loan.
 
 ^ Joint repurchase agreement was entered into on December 31, 2004.

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

ADDITIONAL INVESTMENT INFORMATION

JOINT REPURCHASE AGREEMENT ACCOUNT II* — At December 31, 2004, the CORE U.S. Equity Fund had an undivided interest in the following Joint Repurchase Agreement Account II which equaled $8,200,000 in principal amount.

                             
Principal Interest Maturity Maturity
Repurchase Agreements Amount Rate Date Value

Barclays Capital PLC
  $ 350,000,000       2.28 %   01/03/2005   $ 350,066,500  

Barclays Capital PLC
    400,000,000       2.30     01/03/2005     400,076,667  

Bear Stearns & Co. 
    500,000,000       2.29     01/03/2005     500,095,417  

Greenwich Capital Markets
    400,000,000       2.28     01/03/2005     400,076,000  

J.P. Morgan Chase & Co. 
    364,100,000       2.28     01/03/2005     364,169,179  

Morgan Stanley & Co. 
    300,000,000       2.27     01/03/2005     300,056,750  

UBS LLC
    500,000,000       2.26     01/03/2005     500,094,166  

UBS LLC
    250,000,000       2.28     01/03/2005     250,047,500  

Westdeutsche Landesbank AG
    400,000,000       2.28     01/03/2005     400,076,000  

TOTAL
  $ 3,464,100,000                 $ 3,464,758,179  

  At December 31, 2004, the Joint Repurchase Agreement Account II was fully collateralized by Federal Home Loan Bank, 0.00% to 4.52%, due 03/30/2006 to 08/10/2010; Federal Home Loan Mortgage Association, 0.00% to 11.75%, due 02/01/2005 to 11/01/2035; Federal National Mortgage Association, 0.00% to 11.00%, due 12/15/2005 to 01/01/2035 and Government National Mortgage Association, 6.00%, due 12/15/2033.  

FUTURES CONTRACTS — At December 31, 2004, the following futures contracts were open as follows:

                                 
Number of Settlement Unrealized
Type Contracts Long Month Market Value Gain

S & P 500 Index
    107       March 2005     $ 6,493,295     $ 38,483  

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

7


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND

Statement of Assets and Liabilities
December 31, 2004
               
 
    Assets:

   
Investment in securities, at value (identified cost $467,748,409)
  $ 521,406,004  
   
Securities lending collateral, at value
    8,380,250  
   
Cash(a)
    661,150  
   
Receivables:
       
     
Investment securities sold
    15,506,133  
     
Fund shares sold
    1,025,693  
     
Variation margin
    599,998  
     
Dividends and interest
    432,106  
     
Securities lending income
    13,818  
   
   
Total assets
    548,025,152  
   
    Liabilities:

   
Due to custodian
    2,598,778  
   
Payables:
       
     
Investment securities purchased
    15,424,787  
     
Payable upon return of securities loaned
    8,380,250  
     
Amounts owed to affiliates
    296,834  
     
Fund shares repurchased
    113,433  
   
Accrued expenses
    73,630  
   
   
Total liabilities
    26,887,712  
   
    Net Assets:

   
Paid-in capital
    512,639,917  
   
Accumulated undistributed net investment income
    61,872  
   
Accumulated net realized loss on investment and futures transactions
    (45,260,427 )
   
Net unrealized gain on investments and futures transactions
    53,696,078  
   
   
NET ASSETS
  $ 521,137,440  
   
   
Total shares of beneficial interest outstanding, par value $0.001 (unlimited shares authorized)
    41,968,657  
   
Net asset value, offering and redemption price per share
  $ 12.42  
   

(a)  Represents restricted cash relating to initial margin requirements and collateral on futures transactions.

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

8


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 

Statement of Operations
For the Year Ended December 31, 2004
               
    Investment income:

   
Dividends
  $ 8,492,131  
   
Interest (including securities lending income of $65,536)
    136,287  
   
   
Total income
    8,628,418  
   
    Expenses:

   
Management fees
    3,003,641  
   
Transfer Agent fees
    171,637  
   
Custody and accounting fees
    88,414  
   
Professional fees
    42,112  
   
Printing fees
    33,435  
   
Trustee fees
    14,439  
   
Other
    11,152  
   
   
Total expenses
    3,364,830  
   
   
Less — expense reductions
    (131,818 )
   
   
Net expenses
    3,233,012  
   
   
NET INVESTMENT INCOME
    5,395,406  
   
    Realized and unrealized gain on investment and futures transactions:

   
Net realized gain from:
       
     
Investment transactions
    51,495,581  
     
Futures transactions
    380,425  
   
Net change in unrealized gain on:
       
     
Investments
    5,834,750  
     
Futures
    7,093  
   
   
Net realized and unrealized gain on investment and futures transactions
    57,717,849  
   
   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
  $ 63,113,255  
   
 
The accompanying notes are an integral part of these financial statements.

9


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND

Statements of Changes in Net Assets
                     
For the For the
Year Ended Year Ended
December 31, 2004 December 31, 2003
    From operations:

   
Net investment income
  $ 5,395,406     $ 1,327,907  
   
Net realized gain on investment and futures transactions
    51,876,006       1,301,741  
   
Net change in unrealized gain on investments and futures
    5,841,843       45,731,567  
   
   
Net increase in net assets resulting from operations
    63,113,255       48,361,215  
   
    Distributions to shareholders:

   
From net investment income
    (5,358,837 )     (1,302,647 )
   
    From share transactions:

   
Proceeds from sales of shares
    113,401,573       33,376,750  
   
Proceeds in connection with merger
          172,009,752  
   
Reinvestment of dividends and distributions
    5,358,837       1,302,647  
   
Cost of shares repurchased
    (38,402,436 )     (14,161,752 )
   
   
Net increase in net assets resulting from share transactions
    80,357,974       192,527,397  
   
   
TOTAL INCREASE
    138,112,392       239,585,965  
   
    Net assets:

   
Beginning of year
    383,025,048       143,439,083  
   
   
End of year
  $ 521,137,440     $ 383,025,048  
   
   
Accumulated undistributed net investment income
  $ 61,872     $ 25,303  
   
    Summary of share transactions:

   
Shares sold
    9,833,811       3,484,303  
   
Shares issued in connection with merger
          16,120,873  
   
Shares issued on reinvestment of dividends and distributions
    433,562       123,709  
   
Shares repurchased
    (3,365,832 )     (1,564,060 )
   
   
TOTAL INCREASE
    6,901,541       18,164,825  
   
 
The accompanying notes are an integral part of these financial statements.

10


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 

Financial Highlights
Selected Data for a Share Outstanding Throughout Each Year
                                                                                                                                 
Income (loss) from Ratios assuming no
investment operations Distributions to shareholders expense reductions



Net Ratio of Ratio of Ratio of
Net asset realized From Net asset Net assets Ratio of net investment total net investment
value, Net and Total from From net net value, at end net expenses income expenses income Portfolio
beginning investment unrealized investment investment realized Total end of Total of year to average to average to average to average turnover
of year income(b) gain (loss) operations income gain distributions year return(a) (in 000s) net assets net assets net assets net assets rate
 
    For the Years ended December 31,

    2004   $ 10.92     $ 0.14     $ 1.49     $ 1.63     $ (0.13 )   $     $ (0.13 )   $ 12.42       14.94 %   $ 521,137       0.75 %     1.26 %     0.78 %     1.23 %     128 %    
    2003     8.49       0.07       2.43       2.50       (0.07 )           (0.07 )     10.92       29.47       383,025       0.85       0.79       0.85       0.79       92      
    2002     10.94       0.06       (2.45 )     (2.39 )     (0.06 )           (0.06 )     8.49       (21.89 )     143,439       0.85       0.60       0.86       0.59       84      
    2001     12.48       0.05       (1.54 )     (1.49 )     (0.05 )           (0.05 )     10.94       (11.94 )     163,904       0.81       0.48       0.82       0.47       72      
    2000     13.98       0.11       (1.46 )     (1.35 )     (0.08 )     (0.07 )     (0.15 )     12.48       (9.62 )     139,303       0.85       0.87       0.87       0.85       32      
   
(a)  Assumes investment at the net asset value at the beginning of the year, reinvestment of all distributions and a complete redemption of the investment at the net asset value at the end of the year.
(b)  Calculated based on the average shares outstanding methodology.

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

 
11


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND

Notes to Financial Statements
December 31, 2004

1. ORGANIZATION

Goldman Sachs Variable Insurance 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 CORE U.S. Equity Fund (the “Fund”). The Fund is a diversified portfolio under the Act.
     Shares of the Trust may be purchased and held by separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Trust are not offered directly to the general public.

2. SIGNIFICANT ACCOUNTING POLICIES

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

A. Investment Valuation — Investments in securities 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, 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 and debt 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 are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed to be inaccurate 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 recorded 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 which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted.

C. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on ex-dividend date. Income distributions and capital gains distributions, if any, are declared and paid annually.

     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gains, or from paid-in-capital.
     In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, an equity REIT’s cash flow will exceed its taxable income. The REIT may distribute this excess cash to offer a more competitive yield. This portion of the distribution is deemed a return of capital, and is generally not taxable to shareholders.

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

E. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued

 
12


 

Notes to Financial Statements (continued)
December 31, 2004
 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 
 
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate liquid assets on the accounting records equal to or greater than the market value of the corresponding transactions.

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

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

G. Futures Contracts — The Fund may enter into futures transactions to hedge against changes in interest rates, securities prices, currency exchange rates or to seek to increase total return. Futures contracts are valued at the last settlement price at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Fund is required to deposit with a broker, or the Fund’s 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 Fund daily, 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 Fund realizes a gain or loss which is reported in the Statement of Operations.

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

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 Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees.
     As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, at an annual rate equal to 0.70% of the average daily net assets of the Fund. Effective June 1, 2004, GSAM voluntarily agreed to waive a portion of its Management Fee for the Fund, equal to an annual percentage rate of 0.05% of the Fund’s average daily net assets. For the year ended December 31, 2004, GSAM waived Management Fees of approximately $130,900.
     GSAM has voluntarily agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Transfer Agent fees and expenses, taxes, interest, brokerage fees, litigation and indemnification costs, shareholder meeting and other extraordinary expenses) to the extent that such expenses exceed, on an annual basis, 0.16% of the average daily net assets of the Fund. GSAM has agreed to maintain this expense limitation reductions through June 30, 2005. Such expense reimbursement, if any, is computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for
 
13


 

 
 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND
 
3. AGREEMENTS (continued)
prior fiscal year expense reimbursements, if any. For the year ended December 31, 2004, GSAM made no reimbursements to the Fund.
     The Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. For the year ended December 31, 2004, custody fees were reduced by approximately $900.
     Goldman Sachs also serves as Transfer Agent of the Fund for a fee. Fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate of 0.04% of the average daily net assets of the Fund. Goldman Sachs serves as the distributor of the Fund’s shares at no cost to the Fund.
     At December 31, 2004, amounts owed to affiliates were approximately $279,600 and $17,200 for Management and Transfer Agent fees, respectively.

4. PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds of sales and maturities of long term securities for the year ended December 31, 2004, were $618,164,199 and $543,124,662, respectively.
     For the year ended December 31, 2004, Goldman Sachs earned approximately $6,200 in brokerage commissions from futures transactions executed on behalf of the Fund.

5. SECURITIES LENDING

Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through its securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the year ended December 31, 2004, is reported parenthetically on the Statement of Operations. A portion of this amount, $257 represents compensation earned by the Fund from lending its securities to Goldman Sachs. For the year ended December 31, 2004, BGA earned $11,564 in fees as securities lending agent. At December 31, 2004, the Fund loaned securities having a market value of $8,164,890 collateralized by cash in the amount of $8,380,250. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

6. LINE OF CREDIT FACILITY

The Fund participates in a $350,000,000 committed, unsecured revolving line of credit facility. Under the most restrictive arrangement, the Fund must own securities having a market value in excess of 300% (400% prior to May 26, 2004) of the 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. This committed facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. During the year ended December 31, 2004, the Fund did not have any borrowings under this facility.
 
14


 

Notes to Financial Statements (continued)
December 31, 2004
 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 

7. ADDITIONAL TAX INFORMATION

The tax character of distributions paid during the fiscal years ended December 31, 2004 and December 31, 2003 were as follows:
                 
For the year ended December 31,

2004 2003

Distributions paid from:
               
Ordinary income
  $ 5,358,837     $ 1,302,647  

Total taxable distributions
  $ 5,358,837     $ 1,302,647  

As of December 31, 2004, the components of accumulated earnings (losses) on a tax basis were as follows:

           
Undistributed ordinary income — net
  $ 61,872  
Capital loss carryforward:*
       
 
Expiring 2009
    (14,471,666 )
 
Expiring 2010
    (27,610,289 )
 
Expiring 2011
    (2,163,043 )

Total capital loss carryforward
    (44,244,998 )
Unrealized gains — net
    52,680,649  

 
Total accumulated earnings — net
  $ 8,497,523  

* Utilization of these losses may be limited under the Internal Revenue Code.

At December 31, 2004, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes was as follows:

         
Tax cost
  $ 477,105,605  

Gross unrealized gain
    58,583,356  
Gross unrealized loss
    (5,902,707 )

Net unrealized security gain
  $ 52,680,649  

The difference between book-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales, financial futures contracts and return of capital distributions from underlying securities.

8. CERTAIN RECLASSIFICATIONS

In order to present certain components of the Fund’s capital accounts on a tax basis, certain reclassifications have been recorded to the Fund’s accounts. The Fund reclassified $14,702 from paid-in capital to accumulated net realized loss on investment and futures transactions. This reclassification has no impact on the net asset value of the Fund. Reclassifications result primarily from the difference in the tax treatment of adjustments related to prior year merger activity.

9. MERGERS AND REORGANIZATIONS

At a meeting held on September 18, 2003, the Board of Trustees of the Trust approved (i) an Agreement and Plan of Reorganization (the “Protective Agreement”) providing for the tax-free acquisition of the CORE U.S. Equity Fund of Protective Investment Company by the Fund. The acquisition was completed on December 19, 2003 following the approval of the Protective Fund shareholders on December 9, 2003.
 
15


 

 
 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND
 
9. MERGERS AND REORGANIZATIONS (continued)
     Pursuant to the Protective Agreement, the assets and liabilities of the Protective CORE U.S. Equity Fund were transferred to the Fund in a tax-free exchange for shares of the Fund as follows:
                         
Acquired Fund’s
Exchanged Shares Value of Shares Outstanding
Survivor/Acquired Fund of Survivor Issued Exchanged Shares as of December 19,2003

CORE U.S. Equity/ Protective CORE U.S. Equity
    16,120,873     $ 172,009,752       10,870,914  

     The following chart shows the Survivor Fund’s and Acquired Fund’s aggregate net assets (immediately before and after the completion of the acquisition) and the Acquired Fund’s unrealized appreciation (depreciation) and capital loss carryforwards.

                                         
Survivor Fund’s
Survivor Fund’s Acquired Fund’s Acquired Fund’s Aggregate Net
Aggregate Net Aggregate Net Unrealized Acquired Fund’s Assets
Assets before Assets before Appreciation/ Capital Loss immediately
Survivor/Acquired Fund acquisition acquisition (Depreciation) Carryforward* after acquisition

CORE U.S. Equity/ Protective CORE U.S. Equity
  $ 200,597,059     $ 172,009,752     $ 16,701,292     $ (44,043,207 )   $ 372,606,811  

For U.S. federal income tax purposes, certain limitations may apply to the utilization of the Acquired Fund’s capital loss carryforwards.
 
16


 

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees
Goldman Sachs Variable Insurance Trust

We have audited the accompanying statement of assets and liabilities of Goldman Sachs CORE U.S. Equity Fund (one of the funds comprising the Goldman Sachs Variable Insurance Trust) (the “Fund”), including the statement of investments, as of December 31, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2004, by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Goldman Sachs CORE U.S. Equity Fund at December 31, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

  -s- ERNST & YOUNG LLP

New York, New York
February 9, 2005
 
17


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND

Fund Expenses (Unaudited) — Six Month Period Ended December 31, 2004

            As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the 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 July 1, 2004 through December 31, 2004.  
 
            Actual Expenses — The first line of 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 of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund 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. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges (loads), redemption fees, or exchange fees, but shareholders of other funds may incur such costs. 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 whose shareholders may incur transaction costs.  

                         

Expenses Paid 
for the 
Beginning Ending Account 6 months 
Account Value Value ended 
7/1/04 12/31/04 12/31/04* 

Actual
  $ 1,000.00     $ 1,083.00     $ 3.88  
Hypothetical 5% return
    1,000.00       1,021.41 +     3.77  

  Expenses are calculated using the Fund’s annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six months ended December 31, 2004. Expenses are calculated by multiplying the annualized expense ratio by the average account value for such 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 calendar year. Expense ratios for the most recent fiscal half year may differ from expense ratios based on one-year data in the Financial Highlights. The annualized net expense ratio for the period was 0.74%.  

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

 
18


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 

Trustees and Officers (Unaudited)

Independent Trustees
                     
Number of
Term of Portfolios in
Position(s) Office and Fund Complex Other
Name, Held with Length of Principal Occupation(s) Overseen by Directorships
Address and Age1 the Trust2 Time Served3 During Past 5 Years Trustee4 Held by Trustee5

Ashok N. Bakhru
Age: 62
  Chairman & Trustee   Since 1991   President, ABN Associates (July 1994-March 1996 and November 1998-Present); Executive Vice President—Finance and Administration and Chief Financial Officer, Coty Inc. (manufacturer of fragrances and cosmetics) (April 1996-November 1998); Director of Arkwright Mutual Insurance Company (1984-1999); Trustee of International House of Philadelphia (program center and residential community for students and professional trainees from the United States and foreign countries) (1989-Present); Member of Cornell University Council (1992-Present); Trustee of the Walnut Street Theater (1992-Present); Trustee, Scholarship America (1998-Present); Director, Private Equity Investors—III and IV (November 1998-Present), and Equity-Limited Investors II (April 2002-Present); and Chairman, Lenders Service Inc. (provider of mortgage lending services) (2000-2003).

Chairman of the Board and Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

John P. Coblentz, Jr.
Age: 63
  Trustee   Since 2003   Partner, Deloitte & Touche LLP (June 1975-May 2003).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Patrick T. Harker
Age: 46
  Trustee   Since 2000   Dean and Reliance Professor of Operations and Information Management, The Wharton School, University of Pennsylvania (February 2000-Present); Interim and Deputy Dean, The Wharton School, University of Pennsylvania (July 1999-Present); and Professor and Chairman of Department of Operations and Information Management, The Wharton School, University of Pennsylvania (July 1997-August 2000).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Mary P. McPherson
Age: 69
  Trustee   Since 1997   Vice President, The Andrew W. Mellon Foundation (provider of grants for conservation, environmental and educational purposes) (October 1997-Present); Director, Smith College (1998-Present); Director, Josiah Macy, Jr. Foundation (health educational programs) (1977-Present); Director, Philadelphia Contributionship (insurance) (1985-Present); Director Emeritus, Amherst College (1986-1998); Director, The Spencer Foundation (educational research) (1993-February 2003); member of PNC Advisory Board (banking) (1993-1998); and Director, American School of Classical Studies in Athens (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Wilma J. Smelcer
Age: 55
  Trustee   Since 2001   Chairman, Bank of America, Illinois (banking) (1998-January 2001); and Governor, Board of Governors, Chicago Stock Exchange (national securities exchange) (April 2001-April 2004).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   Lawson Products Inc. (distributor of industrial products).

Richard P. Strubel
Age: 65
  Trustee   Since 1987   Vice Chairman and Director, Unext, Inc. (provider of educational services via the internet) (2003-Present); President, COO and Director, Unext, Inc. (1999-2003); Director, Cantilever Technologies, Inc. (a private software company) (1999-Present); Trustee, The University of Chicago (1987-Present); and Managing Director, Tandem Partners, Inc. (management services firm) (1990-1999).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   Gildan Activewear Inc. (an activewear clothing marketing and manufacturing company); Unext, Inc. (provider of educational services via the internet); Northern Mutual Fund Complex (53 Portfolios).

 
19


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND
 
 
Trustees and Officers (Unaudited) (continued)

Interested Trustees

                     
Number of
Term of Portfolios in
Position(s) Office and Fund Complex Other
Name, Held with Length of Principal Occupation(s) Overseen by Directorships
Address and Age1 the Trust2 Time Served3 During Past 5 Years Trustee4 Held by Trustee5

*Alan A. Shuch
Age: 55
  Trustee   Since 1990   Advisory Director—GSAM (May 1999-Present); Consultant to GSAM (December 1994-May 1999); and Limited Partner, Goldman Sachs (December 1994-May 1999).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

*Kaysie P. Uniacke
Age: 43
  Trustee &
President
  Since 2001

Since 2002
  Managing Director, GSAM (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).

President—Goldman Sachs Mutual Fund Complex (2002- Present) (registered investment companies).

Assistant Secretary—Goldman Sachs Mutual Fund Complex (1997-2002) (registered investment companies).
  63   None

 
*
These persons are considered to be “Interested Trustees” because they hold positions with Goldman Sachs and own securities issued by The Goldman Sachs Group, Inc. Each Interested Trustee holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
1
Each Trustee may be contacted by writing to the Trustee, c/o Goldman Sachs, One New York Plaza, 37th Floor, New York, New York, 10004, Attn: Howard B. Surloff.
2
The Trust is a successor to a Massachusetts business trust that was combined with the Trust on April 30, 1997.
3
Each Trustee holds office for an indefinite term until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board of Trustees or shareholders, in accordance with the Trust’s Declaration of Trust; (c) the date the Trustee attains the age of 72 years (in accordance with the current resolutions of the Board of Trustees, which may be changed by the Trustees without shareholder vote); or (d) the termination of the Trust.
4
The Goldman Sachs Mutual Fund Complex consists of the Trust and Goldman Sachs Variable Insurance Trust. As of December 31, 2004, the Trust consisted of 57 portfolios, including the Funds described in this Annual Report, and Goldman Sachs Variable Insurance Trust consisted of 6 portfolios.
5
This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the Act.

Additional information about the Trustees is available in the Funds’ Statement of Additional Information which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States of America): 1-800-292-4726

 
20


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 
 
 

Officers of the Trust* (Unaudited)

             
Term of
Office and
Position(s) Held Length of
Name, Address And Age With the Trust Time Served1 Principal Occupation(s) During Past 5 Years

Kaysie P. Uniacke
32 Old Slip
New York, NY 10005
Age: 43
  President &
Trustee
  Since 2002

Since 2001
  Managing Director, GSAM (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).

President—Goldman Sachs Mutual Fund Complex (registered investment companies).

Assistant Secretary—Goldman Sachs Mutual Fund Complex (1997-2002) (registered investment companies).

James A. Fitzpatrick
4900 Sears Tower
Chicago, IL 60606
Age: 44
  Vice President   Since 1997   Managing Director, Goldman Sachs (October 1999-Present); and Vice President of GSAM (April 1997-December 1999).

Vice President—Goldman Sachs Mutual Fund Complex (registered investment companies).

James A. McNamara
32 Old Slip
New York, NY 10005
Age: 42
  Vice President   Since 2001   Managing Director, Goldman Sachs (December 1998-Present); Director of Institutional Fund Sales, GSAM (April 1998-December 2000); and Senior Vice President and Manager, Dreyfus Institutional Service Corporation (January 1993-April 1998).

Vice President—Goldman Sachs Mutual Fund Complex (registered investment companies).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies) (December 2002-May 2004).

John M. Perlowski
32 Old Slip
New York, NY 10005
Age: 40
  Treasurer   Since 1997   Managing Director, Goldman Sachs (November 2003-Present) and Vice President, Goldman Sachs (July 1995-November 2003).

Treasurer—Goldman Sachs Mutual Fund Complex (registered investment companies).

Howard B. Surloff
One New York Plaza
37th Floor
New York, NY 10004
Age: 39
  Secretary   Since 2001   Managing Director, Goldman Sachs (November 2002-Present); Associate General Counsel, Goldman Sachs and General Counsel to the U.S. Funds Group (December 1997-Present).

Secretary—Goldman Sachs Mutual Fund Complex (registered investment companies) (2001-Present) and Assistant Secretary prior thereto.

 
1
Officers hold office at the pleasure of the Board of Trustees or until their successors are duly elected and qualified. Each officer holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
*
Represents a partial list of officers of the Trust. Additional information about all the officers is available in the Funds’ Statement of Additional Information which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States): 1-800-292-4726.

Goldman Sachs Variable Insurance Trust COREsm U.S. Equity Fund — Tax

Information (Unaudited)

For the year ended December 31, 2004, 100% of the dividends paid from net investment company taxable income by the Fund qualify for the dividends received deduction available to corporations.

 
21


 

 
Trustees and Officers (Unaudited) (continued)
     
TRUSTEES
  OFFICERS
Ashok N. Bakhru, Chairman
  Kaysie P. Uniacke, President
John P. Coblentz, Jr.
  James A. Fitzpatrick, Vice President
Patrick T. Harker
  James A. McNamara, Vice President
Mary Patterson McPherson
  John M. Perlowski, Treasurer
Alan A. Shuch
  Howard B. Surloff, Secretary
Wilma J. Smelcer
   
Richard P. Strubel
   
Kaysie P. Uniacke
   
 
GOLDMAN, SACHS & CO.
Distributor and Transfer Agent
   
 
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Adviser
 
Visit our internet address: www.gs.com/funds to obtain the most recent month-end returns.
 
The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, 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 Fund. 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 Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the 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 Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“the Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’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. 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).
 
This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus for the Fund. Please consider the Fund’s objectives, risks and charges and expenses, and read the Prospectus carefully before investing.
 
Holdings are as of December 31, 2004 and are subject to change in the future. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities.
 
The Fund is subject to the risk of rising and falling stock prices. In recent years, the U.S. stock market has experienced substantial price volatility.
 
COREsm is a service mark of Goldman, Sachs & Co.
 
    Toll Free (in U.S.): 800-292-4726
 
This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman
Sachs Variable Insurance Trust: COREsm U.S. Equity Fund.
 
© Copyright 2005 Goldman, Sachs & Co. All rights reserved. Date of first use: February 18, 2005
 
VITCOREUSAR    


 

Goldman
Sachs Variable Insurance Trust
GOLDMAN SACHS ASSET MANAGEMENT, L.P. 32 OLD SLIP, NEW YORK, NEW YORK 10005
CORESM Small Cap Equity Fund
 
Annual Report
December 31, 2004
 


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND

Shareholder Letter

Dear Shareholders:

This report provides an overview on the performance of the Goldman Sachs Variable Insurance Trust — CORE Small Cap Equity Fund during the one-year reporting period that ended December 31, 2004.

Market Review

Value stocks outperformed their growth counterparts by a large margin in 2004, with the Russell 1000 Value Index returning 16.49% versus the Russell 1000 Growth Index return of 6.30%. Small-cap stocks also significantly outperformed large-cap stocks as the Russell 2000 Index and Russell 1000 Index returned 18.33% and 11.40%, respectively. This was largely due to small-cap Financials and Energy stocks outpacing their larger counterparts. The S&P 500 Index returned 10.88% over the one-year reporting period ended December 31, 2004, driven by strong returns towards the end of the year. Within the Index, the Energy (+31.6%) and Utilities (+24.7%) sectors experienced the largest absolute gains, while the top-weighted Financials sector (+10.9%) contributed most (weight times performance) for the period.

Investment Objective

The Fund seeks long-term growth of capital. The Fund seeks this objective through a broadly diversified portfolio of equity investments of U.S. issuers.

Portfolio Composition

Top 10 Portfolio Holdings as of December 31, 2004*

             
% of
Company Business Net Assets



Silicon Valley Bancshares
  Banks     1.5 %
Veritas DGC, Inc. 
  Energy Equipment & Services     1.5  
Stage Stores, Inc. 
  Specialty Retail     1.5  
InfoSpace, Inc. 
  Internet Software & Services     1.5  
Anixter International, Inc. 
  Electronic Equipment & Instruments     1.5  
The Houston Exploration Co. 
  Oil & Gas     1.4  
LandAmerica Financial Group, Inc. 
  Insurance     1.4  
Websense, Inc. 
  Internet Software & Services     1.4  
American Greetings Corp. 
  Household Durables     1.4  
Cree, Inc. 
  Semiconductor Equipment & Products     1.4  

* Opinions expressed in this report represent our present opinions only. Reference to individual securities should not be construed as a commitment that such securities will be retained in the Fund. From time to time, the Fund may change the individual securities it holds, the number or types of securities held and the markets in which it invests. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. References to individual securities do not constitute a recommendation to the investor to buy, hold or sell such securities. In addition, references to past performance of the Fund do not indicate future returns, which are not guaranteed and will vary. Furthermore, the value of shares of the Fund may fall as well as rise.

 
1


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 

Performance Review

Over the one-year period that ended December 31, 2004, the Fund generated a cumulative total return of 16.33%. Over the same time period, the Fund’s benchmark, the Russell 2000 Index (with dividends reinvested) generated a cumulative total return of 18.33%.

As these absolute returns indicate, the small-cap equity market continued to rise throughout 2004. The Fund underperformed its benchmark for the period, for the following reasons: Although the CORE investment themes performed well in the broad equity universe, certain themes worked well among large-cap stocks but not among small-cap stocks during the fiscal year. For example, the Momentum and Earnings Quality themes were not successful for the Russell 2000 benchmark holdings.

Of the CORE themes, Earnings Quality and Valuation were the biggest positive contributors to the Fund’s relative returns, as companies with cash-based sources of earnings outperformed their industry counterparts. Profitability, Momentum and Analyst Sentiment also added value, while Management Impact was only slightly positive. To learn more about the CORE investment philosophy and themes, please refer to the Fund’s prospectus.

Stock selection was negative overall across sectors, and was least successful in the Consumer Discretionary and Information Technology sectors. The Fund’s holdings in the Consumer Staples sector outperformed their peers in the benchmark, but did not offset the losses felt elsewhere.

In managing the CORE products, we do not make size or sector bets. We hope to add value versus the Fund’s Index through individual stock selection. Our quantitative process seeks out stocks with good momentum that also appear to be good values. We prefer stocks about which fundamental research analysts are becoming more positive, and companies with strong profit margins, sustainable earnings, and that use their capital to enhance shareholder value. These factors are not highly correlated to each other, which diversifies the Fund’s sources of returns.

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

Goldman Sachs Quantitative Equity Management Team

January 19, 2005

 
2


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND

Shareholder Letter (continued)

SECTOR ALLOCATION AS OF DECEMBER 31, 2004

Percentage of Portfolio Investments

(BAR CHART)

† The Fund is actively managed and, as such, its composition may differ over time. The percentage shown for each investment category reflects the value of investments in that category as a percentage of market value (excluding repurchase agreements, securities lending collateral and cash).

This Sector Allocation chart is provided for your reference. This new information has been included in response to recent rule and form amendments made by the Securities and Exchange Commission.

 
3


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 

Performance Summary
December 31, 2004

The following graph shows the value as of December 31, 2004, of a $10,000 investment made February 13, 1998 (commencement of operations). For comparative purposes, the performance of the Fund’s benchmark, the Russell 2000 Index (with dividends reinvested), is shown. All performance data shown represents past performance and should not be considered indicative of future performance which will fluctuate with changes in market conditions. These performance fluctuations will cause an investor’s shares, when redeemed, to be worth more or less than their original cost. Performance reflects Fund level expenses but does not reflect fees and expenses associated with any variable annuity contract or variable life insurance policy that uses the Fund as an investment option for any contract or policy. Had performance reflected all of those fees and expenses, performance would have been reduced. Performance also would have been reduced had expense limitations not been in effect. In addition to the investment adviser’s decisions regarding issuer/industry investment selection and allocation, other factors may affect Fund performance. These factors include, but are not limited to, Fund operating fees and expenses, portfolio turnover, and subscription and redemption cash flows affecting a Fund.

CORE Small Cap Equity Fund’s Lifetime Performance

Growth of a $10,000 investment, Distributions Reinvested from February 13, 1998 to December 31, 2004.

Performance Chart

                 
Since Inception Five Years One Year

Average Annual Total Return Through December 31, 2004
CORE Small Cap Equity Fund (commenced February 13, 1998)
  7.42%   8.95%   16.33%    

 
4


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND

Statement of Investments
December 31, 2004
                     
Shares Description Value
   
Common Stocks – 99.7%

    Aerospace & Defense – 0.8%
      6,600     Curtiss-Wright Corp.   $ 378,906  
      4,800     Kaman Corp.     60,720  
      20,800     Orbital Sciences Corp.*     246,064  
      22,100     United Industrial Corp.@     856,154  
                 
 
                  1,541,844  
   
    Air Freight & Couriers – 0.1%
      6,300     EGL, Inc.*     188,307  
   
    Airlines – 0.8%
      42,100     Alaska Air Group, Inc.*     1,409,929  
      15,100     Continental Airlines, Inc. Class B*     204,454  
                 
 
                  1,614,383  
   
    Auto Components – 0.3%
      16,000     American Axle & Manufacturing Holdings, Inc.     490,560  
   
    Banks – 7.6%
      52,800     Bank of Hawaii Corp.     2,679,072  
      6,800     Berkshire Hills Bancorp, Inc.     252,620  
      7,400     Cathay General Bancorp.     277,500  
      3,000     City National Corp.     211,950  
      21,000     Corus Bankshares, Inc.     1,008,210  
      8,000     CVB Financial Corp.     212,480  
      19,300     East West Bancorp, Inc.     809,828  
      6,000     First Bancorp.     381,060  
      4,000     First Citizens Bancshares, Inc.     593,000  
      2,500     First Financial Bankshares, Inc.     112,025  
      14,700     Hancock Holding Co.     491,862  
      7,500     Hanmi Financial Corp.     269,550  
      10,600     Hibernia Corp.     312,806  
      3,100     IBERIABANK Corp.     205,716  
      8,700     Nara Bancorp, Inc.     185,049  
      6,820     Oriental Financial Group, Inc.     193,074  
      7,588     Pacific Capital Bancorp.     257,916  
      30,200     PFF Bancorp, Inc.     1,399,166  
      9,200     Provident Bankshares Corp.     334,604  
      15,070     Republic Bancorp, Inc.     230,270  
      66,300     Silicon Valley Bancshares*     2,971,566  
      12,095     Texas Regional Bancshares, Inc.     395,265  
      6,510     U.S.B. Holding Co., Inc.     162,099  
      10,470     UMB Financial Corp.     593,230  
      1,200     WSFS Financial Corp.     72,384  
                 
 
                  14,612,302  
   
    Beverages – 0.1%
      10,300     The Boston Beer Co., Inc.*     219,081  
   
    Biotechnology – 5.4%
      21,200     Albany Molecular Research, Inc.*     236,168  
      87,100     Applera Corp. - Celera Genomics Group*     1,197,625  
      3,800     Cephalon, Inc.*     193,344  
      14,800     Charles River Laboratories International, Inc.*     680,948  
      98,800     Enzon Pharmaceuticals, Inc.*     1,355,536  
      41,400     Gen-Probe, Inc.*     1,871,694  
      57,100     Kos Pharmaceuticals, Inc.*@     2,149,244  
      15,300     Maxygen, Inc.*     195,687  
      53,600     United Therapeutics Corp.*     2,420,040  
                 
 
                  10,300,286  
   
    Building Products – 1.6%
      27,400     Crane Co.     790,216  
      25,750     Griffon Corp.*     695,250  
      32,800     USG Corp.*@     1,320,856  
      7,200     Watsco, Inc.     253,584  
                 
 
                  3,059,906  
   
    Chemicals – 0.7%
      16,700     Arch Chemicals, Inc.     480,626  
      30,200     NewMarket Corp.*     600,980  
      5,200     The Lubrizol Corp.     191,672  
                 
 
                  1,273,278  
   
    Commercial Services & Supplies – 3.5%
      46,600     Arbitron, Inc.*     1,825,788  
      22,700     Century Business Services, Inc.*     98,972  
      21,100     Coinstar, Inc.*     566,113  
      24,800     Consolidated Graphics, Inc.*     1,138,320  
      19,200     Convergys Corp.*     287,808  
      15,100     Imagistics International, Inc.*     508,266  
      10,700     ITT Educational Services, Inc.*     508,785  
      6,600     NCO Group, Inc.*     170,610  
      12,900     Pre-Paid Legal Services, Inc.@     484,395  
      10,800     SOURCECORP, Inc.*     206,388  
      43,400     Spherion Corp.*     364,560  
      61,100     TeleTech Holdings, Inc.*     592,059  
                 
 
                  6,752,064  
   
    Communications Equipment – 2.0%
      77,500     Aspect Communications Corp.*     863,350  
      26,000     Audiovox Corp.*     410,280  
      43,000     C-COR.net Corp.*     399,900  
      110,300     CommScope, Inc.*     2,084,670  
      45,000     Optical Communication Products, Inc.*     112,500  
                 
 
                  3,870,700  
   
    Computers & Peripherals – 1.9%
      161,300     InFocus Corp.*     1,477,508  
      41,400     Intergraph Corp.*     1,114,902  
      50,800     Komag, Inc.*     954,024  
                 
 
                  3,546,434  
   
    Construction & Engineering – 1.3%
      9,600     Granite Construction, Inc.     255,360  
      42,700     Integrated Electrical Services, Inc.*     206,668  
      51,500     Washington Group International, Inc.*     2,124,375  
                 
 
                  2,586,403  
   
    Construction Materials – 0.5%
      14,200     Texas Industries, Inc.     885,796  
   
    Distributors – 1.4%
      55,100     Handleman Co.     1,183,548  
      50,800     WESCO International, Inc.*     1,505,712  
                 
 
                  2,689,260  
   
    Diversified Financials – 3.0%
      21,300     Advanta Corp. Class B     516,951  
      30,500     CharterMac     745,420  
      8,100     Commercial Capital Bancorp, Inc.     187,758  
                     
   
 
5      The accompanying notes are an integral part of these financial statements.


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 
                     
Shares Description Value
   
Common Stocks – (continued)

    Diversified Financials – (continued)
      60,000     CompuCredit Corp.*   $ 1,640,400  
      24,400     eSPEED, Inc.*     301,828  
      23,200     Friedman, Billings, Ramsey Group, Inc.     449,848  
      3,900     Gabelli Asset Management, Inc.@     189,228  
      15,700     Jackson Hewitt Tax Service, Inc.     396,425  
      26,800     Knight Trading Group, Inc.*     293,460  
      40,100     World Acceptance Corp.*     1,103,151  
                 
 
                  5,824,469  
   
    Diversified Telecommunication Services – 0.5%
      13,300     Commonwealth Telephone Enterprises, Inc.*     660,478  
      8,900     Golden Telecom, Inc.     235,138  
                 
 
                  895,616  
   
    Electric Utilities – 2.7%
      15,100     IDACORP, Inc.     461,607  
      33,800     Northeast Utilities     637,130  
      57,500     NRG Energy, Inc.*     2,072,875  
      197,500     Sierra Pacific Resources*@     2,073,750  
                 
 
                  5,245,362  
   
    Electrical Equipment – 0.8%
      31,800     Paxar Corp.*     705,006  
      5,000     The Genlyte Group, Inc.*     428,400  
      5,800     Woodward Governor Co.     415,338  
                 
 
                  1,548,744  
   
    Electronic Equipment & Instruments – 3.5%
      78,400     Anixter International, Inc.     2,821,616  
      17,500     Coherent, Inc.*     532,700  
      12,800     CyberOptics Corp.*     190,336  
      20,800     Ingram Micro, Inc.*     432,640  
      15,900     Littelfuse, Inc.*     543,144  
      38,200     MTS Systems Corp.     1,291,542  
      20,000     Teledyne Technologies, Inc.*     588,600  
      15,700     Vishay Intertechnology, Inc.*     235,814  
                 
 
                  6,636,392  
   
    Energy Equipment & Services – 2.2%
      38,400     Universal Compression Holdings, Inc.*     1,340,544  
      129,000     Veritas DGC, Inc.*     2,890,890  
                 
 
                  4,231,434  
   
    Food & Drug Retailing – 2.1%
      11,301     Flowers Foods, Inc.     356,886  
      28,300     Longs Drug Stores Corp.     780,231  
      42,100     Nash-Finch Co.     1,589,696  
      9,000     Performance Food Group Co.*     242,190  
      73,600     Rite Aid Corp.*     269,376  
      92,200     Terra Industries, Inc.*@     818,736  
                 
 
                  4,057,115  
   
    Food Products – 1.8%
      11,400     American Italian Pasta Co.     265,050  
      10,300     Corn Products International, Inc.     551,668  
      4,000     J & J Snack Foods Corp.     196,120  
      35,400     Pilgrim’s Pride Corp.     1,086,072  
      40,900     USANA Health Sciences, Inc.*@     1,398,780  
                 
 
                  3,497,690  
   
    Health Care Equipment & Supplies – 2.6%
      9,800     Advanced Medical Optics, Inc.*     403,172  
      4,700     American Medical Systems Holdings, Inc.*     196,507  
      29,700     Applera Corp. - Applied Biosystems Group     621,027  
      3,300     Bio-Rad Laboratories, Inc.*     189,321  
      3,800     Biosite, Inc.*@     233,852  
      13,000     Dade Behring Holdings, Inc.*     728,000  
      18,500     Haemonetics Corp.*     669,885  
      7,100     Hologic, Inc.*     195,037  
      47,400     Immucor, Inc.*     1,114,374  
      6,600     Mentor Corp.     222,684  
      17,300     Noven Pharmaceuticals, Inc.*     295,138  
      10,700     Nutraceutical International Corp.*     164,887  
                 
 
                  5,033,884  
   
    Health Care Providers & Services – 4.5%
      24,400     Apria Healthcare Group, Inc.*     803,980  
      49,300     First Horizon Pharmaceutical Corp.*     1,128,477  
      17,800     Genesis HealthCare Corp.*     623,534  
      71,400     Kindred Healthcare, Inc.*     2,138,430  
      10,700     RehabCare Group, Inc.*     299,493  
      37,600     Sierra Health Services, Inc.*     2,072,136  
      101,800     Stewart Enterprises, Inc.*     711,582  
      18,800     Universal Health Services, Inc. Class B     836,600  
                 
 
                  8,614,232  
   
    Hotels Restaurants & Leisure – 3.7%
      10,500     CEC Entertainment, Inc.*     419,685  
      27,800     Choice Hotels International, Inc.     1,612,400  
      31,400     CKE Restaurants, Inc.*     455,614  
      41,600     Dave & Buster’s, Inc.*     840,320  
      57,000     GTECH Holdings Corp.     1,479,150  
      10,300     Jack in the Box, Inc.*     379,761  
      11,800     Landry’s Restaurants, Inc.     342,908  
      7,000     Lone Star Steakhouse & Saloon, Inc.     196,000  
      42,100     Papa John’s International, Inc.*@     1,449,924  
                 
 
                  7,175,762  
   
    Household Durables – 2.2%
      107,800     American Greetings Corp.     2,732,730  
      32,000     Applica, Inc.*     193,600  
      9,700     Ethan Allen Interiors, Inc.     388,194  
      21,600     Kimball International, Inc. Class B     319,896  
      22,500     La-Z-Boy, Inc.     345,825  
      3,300     The Toro Co.     268,455  
                 
 
                  4,248,700  
   
    Insurance – 3.6%
      6,200     Argonaut Group, Inc.*     131,006  
      6,500     FBL Financial Group, Inc.     185,575  
      50,900     LandAmerica Financial Group, Inc.     2,745,037  
      1,300     National Western Life Insurance Co.*     216,593  
                     
   
 
The accompanying notes are an integral part of these financial statements.       6


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND
 
Statement of Investments (continued)
December 31, 2004
                     
Shares Description Value
   
Common Stocks – (continued)

    Insurance – (continued)
      53,600     Stewart Information Services Corp.   $ 2,232,440  
      5,900     The Midland Co.     184,493  
      23,700     Zenith National Insurance Corp.     1,181,208  
                 
 
                  6,876,352  
   
    Internet & Catalog Retail – 1.0%
      62,600     Coldwater Creek, Inc.*     1,932,462  
   
    Internet Software & Services – 3.9%
      242,200     CMGI, Inc.*     617,610  
      6,500     Digital River, Inc.*     270,465  
      13,300     FileNET Corp.*     342,608  
      59,400     InfoSpace, Inc.*     2,824,470  
      7,600     McAfee, Inc.*     219,868  
      26,300     Sohu.com, Inc.*     465,773  
      54,000     Websense, Inc.*     2,738,880  
                 
 
                  7,479,674  
   
    IT Consulting & Services – 1.4%
      41,100     Acxiom Corp.     1,080,930  
      62,800     Agilysys, Inc.     1,076,392  
      29,200     Keane, Inc.*     429,240  
                 
 
                  2,586,562  
   
    Leisure Equipment & Products – 0.4%
      10,300     Arctic Cat, Inc.     273,156  
      6,400     Polaris Industries, Inc.     435,328  
                 
 
                  708,484  
   
    Machinery – 2.0%
      6,700     Albany International Corp.     235,572  
      6,600     Applied Industrial Technologies, Inc.     180,840  
      8,000     CIRCOR International, Inc.     185,280  
      44,900     EnPro Industries, Inc.*     1,327,693  
      10,300     NACCO Industries, Inc.     1,085,620  
      11,000     Stewart & Stevenson Services, Inc.     222,530  
      5,700     Tennant Co.     226,005  
      11,300     Wabash National Corp.*     304,309  
                 
 
                  3,767,849  
   
    Media – 1.1%
      35,400     Hearst-Argyle Television, Inc.     933,852  
      12,500     Insight Communications Co., Inc.*     115,875  
      13,100     Journal Communications, Inc.     236,717  
      3,000     Pulitzer, Inc.     194,550  
      10,700     The Liberty Corp.     470,372  
      14,000     World Wrestling Entertainment, Inc.     169,820  
                 
 
                  2,121,186  
   
    Metals & Mining – 4.6%
      41,500     Carpenter Technology Corp.     2,426,090  
      8,100     Gibraltar Industries, Inc.     191,322  
      39,900     Hecla Mining Co.*     232,617  
      56,200     Metals USA, Inc.*     1,042,510  
      20,400     Quanex Corp.     1,398,828  
      26,100     RTI International Metals, Inc.*     536,094  
      152,800     Ryerson Tull, Inc.     2,406,600  
      67,900     USEC, Inc.     657,951  
                 
 
                  8,892,012  
   
    Multiline Retail – 0.6%
      58,700     Shopko Stores, Inc.*     1,096,516  
   
    Oil & Gas – 1.9%
      8,600     Cimarex Energy Co.*     325,940  
      4,800     Petroleum Development Corp.*     185,136  
      5,400     Pogo Producing Co.     261,846  
      49,300     The Houston Exploration Co.*     2,776,083  
                 
 
                  3,549,005  
   
    Paper & Forest Products – 0.7%
      48,000     Louisiana-Pacific Corp.     1,283,520  
   
    Personal Products – 0.4%
      14,900     Mannatech, Inc.@     283,696  
      21,200     Nu Skin Enterprises, Inc.     538,056  
                 
 
                  821,752  
   
    Pharmaceuticals – 1.3%
      92,600     Alpharma, Inc.     1,569,570  
      7,900     Par Pharmaceutical Cos., Inc.*     326,902  
      37,400     Perrigo Co.     645,898  
                 
 
                  2,542,370  
   
    Real Estate – 7.3%
      37,700     American Home Mortgage Investment Corp.     1,291,225  
      9,800     Bedford Property Investors, Inc.     278,418  
      16,400     Brookfield Homes Corp.     555,960  
      69,700     Capstead Mortgage Corp.@     734,638  
      41,600     Commercial Net Lease Realty     856,960  
      59,400     Cousins Properties, Inc.     1,798,038  
      26,200     Entertainment Properties Trust     1,167,210  
      9,000     Glenborough Realty Trust, Inc.     191,520  
      5,700     Healthcare Realty Trust, Inc.     231,990  
      14,100     Heritage Property Investment Trust     452,469  
      25,800     Highland Hospitality Corp.     289,992  
      69,700     HRPT Properties Trust     894,251  
      85,000     La Quinta Corp.*     772,650  
      28,200     National Health Investors, Inc.     822,876  
      8,100     Nationwide Health Properties, Inc.     192,375  
      33,700     New Century Financial Corp.     2,153,767  
      72,500     Senior Housing Properties Trust     1,373,150  
                 
 
                  14,057,489  
   
    Road & Rail – 1.1%
      8,800     Covenant Transport, Inc.*     183,216  
      48,600     Dollar Thrifty Automotive Group, Inc.*     1,467,720  
      2,600     Landstar System, Inc.*     191,464  
      13,300     Swift Transportation Co., Inc.*     285,684  
                 
 
                  2,128,084  
   
    Semiconductor Equipment & Products – 3.2%
      123,900     Adaptec, Inc.*     940,401  
      200,200     Atmel Corp.*     784,784  
      67,300     Cree, Inc.*@     2,697,384  
      30,300     OmniVision Technologies, Inc.*@     556,005  
      47,000     Silicon Image, Inc.*     773,620  
      16,900     Standard Microsystems Corp.*     301,327  
                 
 
                  6,053,521  
   
 
7      The accompanying notes are an integral part of these financial statements.


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 
                     
Shares Description Value
   
Common Stocks – (continued)

    Software – 2.8%
      15,000     ANSYS, Inc.*   $ 480,900  
      55,500     Cadence Design Systems, Inc.*     766,455  
      9,900     Inter-Tel, Inc.     271,062  
      14,900     Internet Security Systems, Inc.*     346,425  
      12,000     QAD, Inc.     107,040  
      105,000     SeaChange International, Inc.*@     1,831,200  
      6,100     SPSS, Inc.*     95,404  
      60,800     SS&C Technologies, Inc.     1,255,520  
      15,500     Sybase, Inc.*     309,225  
                 
 
                  5,463,231  
   
    Specialty Retail – 3.8%
      24,650     Brookstone, Inc.*     481,907  
      14,500     Circuit City Stores, Inc.     226,780  
      25,200     Goody’s Family Clothing, Inc.     230,328  
      8,600     Linens ’n Things, Inc.*     213,280  
      27,800     Lithia Motors, Inc.     745,596  
      48,600     Movie Gallery, Inc.     926,802  
      10,700     Sonic Automotive, Inc.     265,360  
      68,200     Stage Stores, Inc.*     2,831,664  
      16,900     The Sports Authority, Inc.*     435,175  
      48,100     United Rentals, Inc.*     909,090  
                 
 
                  7,265,982  
   
    Textiles & Apparel – 0.7%
      9,600     Brown Shoe Co., Inc.     286,368  
      67,400     Skechers U.S.A., Inc.*     873,504  
      7,300     Wolverine World Wide, Inc.     229,366  
                 
 
                  1,389,238  
   
    Wireless Telecommunication Services – 0.3%
      15,000     Boston Communications Group, Inc.*     138,600  
      4,800     EMS Technologies, Inc.*     79,776  
      8,900     United States Cellular Corp.*     398,364  
                 
 
                  616,740  
   
    TOTAL COMMON STOCKS
    (Cost $166,018,225)   $ 191,272,033  
   
                     
   
Securities Lending Collateral – 7.3%

      14,069,800     Boston Global Investment Trust - Enhanced Portfolio        
    (Cost $14,069,800)   $ 14,069,800  
   
    TOTAL INVESTMENTS — 107.0%
    (Cost $180,088,025)   $ 205,341,833  
   
 
   * Non-income producing security.
 
   @ All or portion of security is on loan.

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

ADDITIONAL INVESTMENT INFORMATION

FUTURES CONTRACTS — At December 31, 2004, the following futures contracts were open as follows:

                                 
Number of Settlement Market Unrealized
Type Contracts Long Month Value Gain

Russell 2000 Index
    8       March 2005     $ 523,160     $ 2,194  

 
The accompanying notes are an integral part of these financial statements.       8


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND

Statement of Assets and Liabilities
December 31, 2004
               
 
    Assets:

   
Investment in securities, at value (identified cost $166,018,225)
  $ 191,272,033  
   
Securities lending collateral, at value
    14,069,800  
   
Cash(a)
    610,444  
   
Receivables:
       
     
Dividends
    181,688  
     
Reimbursement from adviser
    64,016  
     
Variation margin
    27,336  
     
Fund shares sold
    26,405  
     
Securities lending income
    10,540  
   
   
Total assets
    206,262,262  
   
    Liabilities:

   
Payables:
       
     
Payable upon return of securities loaned
    14,069,800  
     
Amounts owed to affiliates
    126,822  
     
Fund shares repurchased
    118,612  
   
Accrued expenses
    125,725  
   
   
Total liabilities
    14,440,959  
   
    Net Assets:

   
Paid-in capital
    159,355,478  
   
Accumulated undistributed net investment income
    19,700  
   
Accumulated net realized gain on investment and futures transactions
    7,190,123  
   
Net unrealized gain on investments and futures transactions
    25,256,002  
   
   
NET ASSETS
  $ 191,821,303  
   
   
Total shares of beneficial interest outstanding, par value $0.001 (unlimited shares authorized)
    13,318,067  
   
Net asset value, offering and redemption price per share
  $ 14.40  
   
(a)  A portion represents restricted cash of $350,000 relating to initial margin requirements on futures transactions.
 
9      The accompanying notes are an integral part of these financial statements.


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 

Statement of Operations
For the Year Ended December 31, 2004
               
 
    Investment income:

   
Dividends(a)
  $ 1,735,464  
   
Interest (including securities lending income of $141,899)
    146,268  
   
   
Total income
    1,881,732  
   
    Expenses:

   
Management fees
    1,353,485  
   
Printing fees
    141,595  
   
Custody and accounting fees
    114,870  
   
Transfer agent fees
    72,186  
   
Professional fees
    45,112  
   
Trustee fees
    14,439  
   
Other
    5,216  
   
   
Total expenses
    1,746,903  
   
   
Less — expense reductions
    (122,847 )
   
   
Net expenses
    1,624,056  
   
   
NET INVESTMENT INCOME
    257,676  
   
    Realized and unrealized gain (loss) on investment and futures transactions:

   
Net realized gain (loss) from:
       
     
Investment transactions
    15,545,596  
     
Futures transactions
    (63,767 )
     
Net increase from payment by affiliates to reimburse certain brokerage commissions
    32,935  
   
Net change in unrealized gain on:
       
     
Investments
    11,799,446  
     
Futures
    10,922  
   
   
Net realized and unrealized gain on investment and futures transactions
    27,325,132  
   
   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
  $ 27,582,808  
   

(a)  Foreign taxes withheld on dividends were $1,382.

 
The accompanying notes are an integral part of these financial statements.      10


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND

Statements of Changes in Net Assets
                     
For the For the
Year Ended Year Ended
December 31, 2004 December 31, 2003
 
    From operations:

   
Net investment income
  $ 257,676     $ 227,356  
   
Net realized gain on investment and futures transactions
    15,481,829       6,471,097  
   
Net increase from payment by affiliates to reimburse certain brokerage commissions
    32,935        
   
Net change in unrealized gain on investments and futures transactions
    11,810,368       16,297,633  
   
   
Net increase in net assets resulting from operations
    27,582,808       22,996,086  
   
 
    Distributions to shareholders:

   
From net investment income
    (339,002 )     (137,156 )
   
From net realized gain
    (8,690,421 )     (2,020,835 )
   
   
Total distributions to shareholders
    (9,029,423 )     (2,157,991 )
   
 
    From share transactions:

   
Proceeds from sales of shares
    8,359,311       9,341,036  
   
Proceeds in connection with merger
          110,388,436  
   
Reinvestment of dividends and distributions
    9,029,423       2,157,991  
   
Cost of shares repurchased
    (25,886,127 )     (7,965,049 )
   
   
Net increase (decrease) in net assets resulting from share transactions
    (8,497,393 )     113,922,414  
   
   
TOTAL INCREASE
    10,055,992       134,760,509  
   
 
    Net assets:

   
Beginning of year
    181,765,311       47,004,802  
   
   
End of year
  $ 191,821,303     $ 181,765,311  
   
   
Accumulated undistributed net investment income
  $ 19,700     $ 94,148  
   
 
    Summary of share transactions:

   
Shares sold
    616,586       819,502  
   
Shares issued in connection with merger
          8,651,130  
   
Shares issued on reinvestment of dividends and distributions
    629,223       171,678  
   
Shares repurchased
    (1,920,659 )     (762,948 )
   
   
NET INCREASE (DECREASE)
    (674,850 )     8,879,362  
   
 
11     The accompanying notes are an integral part of these financial statements.


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND

Financial Highlights
Selected Data for a Share Outstanding Throughout Each Year
                                                                                                                                         
Income (loss) from Ratios assuming no
investment operations Distributions to shareholders expense reductions



Net Ratio of Ratio of Ratio of
Net asset realized From From Net asset Net assets Ratio of net investment total net investment
value, Net and Total from From net tax net value, at end net expenses income expenses income Portfolio
beginning investment unrealized investment investment return of realized Total end of Total of year to average to average to average to average turnover
of year income(b) gain (loss) operations income capital gain distributions year return(a) (in 000s) net assets net assets net assets net assets rate
 
    For the Years Ended December 31,

    2004   $ 12.99     $ 0.02     $ 2.10     $ 2.12     $ (0.03 )         $ (0.68 )   $ (0.71 )   $ 14.40       16.33 %   $ 191,821       0.90 %     0.14 %     0.97 %     0.07 %     146 %    
    2003     9.19       0.04       4.18       4.22       (0.03 )           (0.39 )     (0.42 )     12.99       46.00       181,765       1.03       0.40       1.25       0.18       141      
    2002     10.84       0.03       (1.65 )     (1.62 )     (0.03 )                 (0.03 )     9.19       (14.97 )     47,005       1.04       0.25       1.29       0.00       128      
    2001     10.40       0.03       0.44       0.47       (0.02 )     (0.01 )           (0.03 )     10.84       4.53       54,365       1.00       0.32       1.22       0.10       105      
    2000     10.60       0.06       0.09       0.15       (0.04 )           (0.31 )     (0.35 )     10.40       1.75       40,561       0.99       0.59       1.55       0.03       91      
   
(a)  Assumes investment at the net asset value at the beginning of the year, reinvestment of all distributions and a complete redemption of the investment at the net asset value at the end of the year.
(b)  Calculated based on the average shares outstanding methodology.

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

 
12


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND

Notes to Financial Statements
December 31, 2004

1. ORGANIZATION

Goldman Sachs Variable Insurance 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 CORE Small Cap Equity Fund (the “Fund”). The Fund is a diversified portfolio under the Act.
     Shares of the Trust may be purchased and held by separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Trust are not offered directly to the general public.

2. SIGNIFICANT ACCOUNTING POLICIES

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

A. Investment Valuation — Investments in securities 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, 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 and debt 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 are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or deemed to be inaccurate 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 recorded 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 which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted.

C. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on ex-dividend date. Income distributions and capital gains distributions, if any, are declared and paid annually.

     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain on investment transactions, or from paid-in-capital.
     In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, an equity REIT’s cash flow will exceed its taxable income. The REIT may distribute this excess cash to offer a more competitive yield. This portion of the distribution is deemed a return of capital, and is generally not taxable to shareholders.

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

E. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued

 
13


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 
 
2. SIGNIFICANT ACCOUNTING POLICIES — (continued)
securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate liquid assets on the accounting records equal to or greater than the market value of the corresponding transactions.

F. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to equal or exceed the value of the repurchase agreement, including accrued interest. If the seller defaults or becomes insolvent, realization of the collateral by the Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements. Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, transfers uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.

G. Futures Contracts — The Fund may enter into futures transactions to hedge against changes in interest rates, securities prices, currency exchange rates or to seek to increase total return. Futures contracts are valued at the last settlement price at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Fund is required to deposit with a broker, or the Fund’s 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 Fund daily, 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 Fund realizes a gain or loss which is reported in the Statement of Operations.

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

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 Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees.
     As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, at an annual rate equal to 0.75% of the average daily net assets of the Fund.
     GSAM has voluntarily agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Transfer Agent fees and expenses, taxes, interest, brokerage fees, litigation and indemnification costs, shareholder meeting and other extraordinary expenses) to the extent that such expenses exceed, on an annual basis, 0.11% of the average daily net assets of the Fund. GSAM has agreed to maintain this expense limitation reductions through June 30, 2005. Such expense reimbursement, if any, is computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any.
     For the year ended December 31, 2004, the Fund’s investment adviser has voluntarily agreed to reimburse approximately $123,000 for certain expenses. In addition, the Fund has entered into certain offset arrangements with the custodian resulting
 
14


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND
 
Notes to Financial Statements (continued)
December 31, 2004
 
3. AGREEMENTS — (continued)
in a reduction in the Fund’s expenses. For the year ended December 31, 2004, custody fees were reduced by approximately $100.
     Goldman Sachs also serves as the transfer agent of the Fund for a fee. The fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate of 0.04% of the average daily net assets of the Fund. Goldman Sachs serves as the distributor of the Fund’s shares at no cost to the Fund.
     At December 31, 2004, the amounts owed to affiliates were approximately $120,400 and $6,400 for Management and Transfer Agent fees, respectively.

4. PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds of sales and maturities of long term securities for the year ended December 31, 2004, were $265,010,130 and $281,234,777, respectively. For the year ended December 31, 2004, Goldman Sachs earned approximately $1,200 of brokerage commissions from portfolio transactions, including futures transactions, executed on behalf of the Fund.
     GSAM voluntarily made a one-time reimbursement of approximately $38,000 to the Fund for certain brokerage commissions, including interest, paid by the Fund over the course of several years.

5. SECURITIES LENDING

Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through its securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the year ended December 31, 2004, is reported parenthetically on the Statement of Operations. A portion of this amount, $33,648, represents compensation earned by the Fund from lending its securities to Goldman Sachs. For the year ended December 31, 2004, BGA earned $25,038 in fees as securities lending agent. At December 31, 2004, the Fund loaned securities having a market value of $13,649,496 collateralized by cash in the amount of $14,069,800. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors. At December 31, 2004, the amount payable to Goldman Sachs upon return of securities loaned is $2,225,450.
 
15


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 

6. LINE OF CREDIT FACILITY

The Fund participates in a $350,000,000 committed, unsecured revolving line of credit facility. Under the most restrictive arrangement, the Fund must own securities having a market value in excess of 300% (400% prior to May 26, 2004) of the 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. This committed facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. During the year ended December 31, 2004, the Fund did not have any borrowings under this facility.

7. ADDITIONAL TAX INFORMATION

The tax character of distributions paid during the fiscal years ended December 31, 2004 and December 31, 2003 were as follows:
                 
For the year ended December 31,

2004 2003

Distributions paid from:
               
Ordinary income
  $ 2,262,135     $ 852,662  
Net long-term capital gains
    6,767,288       1,305,329  

Total taxable distributions
  $ 9,029,423     $ 2,157,991  

As of December 31, 2004, the components of accumulated earnings on a tax basis were as follows:

         
Undistributed ordinary income — net
  $ 4,324,438  
Undistributed long-term capital gains
    3,039,377  

Total undistributed earnings
  $ 7,363,815  
Timing differences (related to the recognition of certain REIT dividends for tax purposes)
    19,700  
Unrealized gains — net
    25,082,310  

Total accumulated earnings — net
  $ 32,465,825  

At December 31, 2004, the Fund’s aggregate security unrealized gains and losses based on a cost for U.S. federal income tax purposes was as follows:

         
Tax cost
  $ 180,259,523  

Gross unrealized gain
    27,424,417  
Gross unrealized loss
    (2,342,107 )

Net unrealized security gain
  $ 25,082,310  

The difference between book-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales and futures contracts.

 
16


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND
 
Notes to Financial Statements (continued)
December 31, 2004

8. CERTAIN RECLASSIFICATIONS

In order to present certain components of the Fund’s capital accounts on a tax basis, certain reclassifications have been recorded to the Fund’s accounts. The Fund reclassified $6,878 from accumulated net realized gain on investment and futures transactions to accumulated undistributed net investment income. This reclassification has no impact on the net asset value of the Fund. Reclassifications result primarily from the difference in the tax treatment of dividend redesignations.

9. MERGERS AND REORGANIZATIONS

At a meeting held on September 18, 2003, the Board of Trustees of the Trust approved (i) an Agreement and Plan of Reorganization (the “Protective Agreement”) providing for the tax-free acquisition of the Small Cap Value Fund of Protective Investment Company by the Fund. The acquisition was completed on December 19, 2003 following the approval of the Protective Fund shareholders on December 9, 2003.
     Pursuant to the Protective Agreement, the assets and liabilities of the Protective Small Cap Value Fund were transferred to the Fund in a tax-free exchange for shares of the Fund as follows:
                         
Acquired Fund’s
Shares Outstanding
Exchanged Shares Value of as of December 19,
Survivor/Acquired Fund of Survivor Issued Exchanged Shares 2003

CORE Small Cap Equity/ Protective Small Cap Value
    8,651,130     $ 110,388,436       10,265,148  

The following chart shows the Survivor Fund’s and Acquired Fund’s aggregate net assets (immediately before and after the completion of the acquisition).

                         
Survivor Fund’s
Survivor Fund’s Acquired Fund’s Aggregate Net
Aggregate Net Aggregate Net Assets
Assets before Assets before immediately
Survivor/Acquired Fund acquisition acquisition after acquisition

CORE Small Cap Equity/ Protective Small Cap Value
  $ 68,670,034     $ 110,388,436     $ 179,058,470  

 
17


 

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees
Goldman Sachs Variable Insurance Trust

We have audited the accompanying statement of assets and liabilities of Goldman Sachs CORE Small Cap Equity Fund (one of the funds comprising the Goldman Sachs Variable Insurance Trust) (the “Fund”), including the statement of investments, as of December 31, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2004, by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Goldman Sachs CORE Small Cap Equity Fund at December 31, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

  -s- ERNST & YOUNG LLP

New York, New York
February 9, 2005
 
18


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND

Fund Expenses (Unaudited) — Six Month Period Ended December 31, 2004

            As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the 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 July 1, 2004 through December 31, 2004.  
 
            Actual Expenses — The first line of 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 of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund 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. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges (loads), redemption fees, or exchange fees, but shareholders of other funds may incur such costs. 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 whose shareholders may incur transaction costs.  

                         

Expenses Paid for the
Beginning Account Value Ending Account Value 6 months ended
7/1/04 12/31/04 12/31/04*

Actual
  $ 1,000     $ 1,097.40     $ 4.81  
Hypothetical 5% return
    1,000       1,020.55 +     4.63  

  Expenses are calculated using the Fund’s annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six months ended December 31, 2004. Expenses are calculated by multiplying the annualized expense ratio by the average account value for such 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. Expense ratios for the most recent fiscal half year may differ from expense ratios based on one-year data in the Financial Highlights. The annualized net expense ratio for the period was 0.87%.  

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

 
19


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 

Trustees and Officers (Unaudited)

Independent Trustees
                     
Number of
Term of Portfolios in
Position(s) Office and Fund Complex Other
Name, Held with Length of Principal Occupation(s) Overseen by Directorships
Address and Age1 the Trust2 Time Served3 During Past 5 Years Trustee4 Held by Trustee5

Ashok N. Bakhru
Age: 62
  Chairman & Trustee   Since 1991   President, ABN Associates (July 1994-March 1996 and November 1998-Present); Executive Vice President—Finance and Administration and Chief Financial Officer, Coty Inc. (manufacturer of fragrances and cosmetics) (April 1996-November 1998); Director of Arkwright Mutual Insurance Company (1984-1999); Trustee of International House of Philadelphia (program center and residential community for students and professional trainees from the United States and foreign countries) (1989-Present); Member of Cornell University Council (1992-Present); Trustee of the Walnut Street Theater (1992-Present); Trustee, Scholarship America (1998-Present); Director, Private Equity Investors—III and IV (November 1998-Present), and Equity-Limited Investors II (April 2002-Present); and Chairman, Lenders Service Inc. (provider of mortgage lending services) (2000-2003).

Chairman of the Board and Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

John P. Coblentz, Jr.
Age: 63
  Trustee   Since 2003   Partner, Deloitte & Touche LLP (June 1975-May 2003).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Patrick T. Harker
Age: 46
  Trustee   Since 2000   Dean and Reliance Professor of Operations and Information Management, The Wharton School, University of Pennsylvania (February 2000-Present); Interim and Deputy Dean, The Wharton School, University of Pennsylvania (July 1999-Present); and Professor and Chairman of Department of Operations and Information Management, The Wharton School, University of Pennsylvania (July 1997-August 2000).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Mary P. McPherson
Age: 69
  Trustee   Since 1997   Vice President, The Andrew W. Mellon Foundation (provider of grants for conservation, environmental and educational purposes) (October 1997-Present); Director, Smith College (1998-Present); Director, Josiah Macy, Jr. Foundation (health educational programs) (1977-Present); Director, Philadelphia Contributionship (insurance) (1985-Present); Director Emeritus, Amherst College (1986-1998); Director, The Spencer Foundation (educational research) (1993-February 2003); member of PNC Advisory Board (banking) (1993-1998); and Director, American School of Classical Studies in Athens (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Wilma J. Smelcer
Age: 55
  Trustee   Since 2001   Chairman, Bank of America, Illinois (banking) (1998-January 2001); and Governor, Board of Governors, Chicago Stock Exchange (national securities exchange) (April 2001-April 2004).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   Lawson Products Inc. (distributor of industrial products).

Richard P. Strubel
Age: 65
  Trustee   Since 1987   Vice Chairman and Director, Unext, Inc. (provider of educational services via the internet) (2003-Present); President, COO and Director, Unext, Inc. (1999-2003); Director, Cantilever Technologies, Inc. (a private software company) (1999-Present); Trustee, The University of Chicago (1987-Present); and Managing Director, Tandem Partners, Inc. (management services firm) (1990-1999).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   Gildan Activewear Inc. (an activewear clothing marketing and manufacturing company); Unext, Inc. (provider of educational services via the internet); Northern Mutual Fund Complex (53 Portfolios).

 
20


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND
 
 
Trustees and Officers (Unaudited) (continued)

Interested Trustees

                     
Number of
Term of Portfolios in
Position(s) Office and Fund Complex Other
Name, Held with Length of Principal Occupation(s) Overseen by Directorships
Address and Age1 the Trust2 Time Served3 During Past 5 Years Trustee4 Held by Trustee5

*Alan A. Shuch
Age: 55
  Trustee   Since 1990   Advisory Director—GSAM (May 1999-Present); Consultant to GSAM (December 1994-May 1999); and Limited Partner, Goldman Sachs (December 1994-May 1999).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

*Kaysie P. Uniacke
Age: 43
  Trustee &
President
  Since 2001

Since 2002
  Managing Director, GSAM (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).

President—Goldman Sachs Mutual Fund Complex (2002- Present) (registered investment companies).

Assistant Secretary—Goldman Sachs Mutual Fund Complex (1997-2002) (registered investment companies).
  63   None

 
*
These persons are considered to be “Interested Trustees” because they hold positions with Goldman Sachs and own securities issued by The Goldman Sachs Group, Inc. Each Interested Trustee holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
1
Each Trustee may be contacted by writing to the Trustee, c/o Goldman Sachs, One New York Plaza, 37th Floor, New York, New York, 10004, Attn: Howard B. Surloff.
2
The Trust is a successor to a Massachusetts business trust that was combined with the Trust on April 30, 1997.
3
Each Trustee holds office for an indefinite term until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board of Trustees or shareholders, in accordance with the Trust’s Declaration of Trust; (c) the date the Trustee attains the age of 72 years (in accordance with the current resolutions of the Board of Trustees, which may be changed by the Trustees without shareholder vote); or (d) the termination of the Trust.
4
The Goldman Sachs Mutual Fund Complex consists of the Trust and Goldman Sachs Variable Insurance Trust. As of December 31, 2004, the Trust consisted of 57 portfolios, including the Funds described in this Annual Report, and Goldman Sachs Variable Insurance Trust consisted of 6 portfolios.
5
This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the Act.

Additional information about the Trustees is available in the Funds’ Statement of Additional Information which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States of America): 1-800-292-4726

 
21


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 

Officers of the Trust* (Unaudited)

             
Term of
Office and
Position(s) Held Length of
Name, Address And Age With the Trust Time Served1 Principal Occupation(s) During Past 5 Years

Kaysie P. Uniacke
32 Old Slip
New York, NY 10005
Age: 43
  President &
Trustee
  Since 2002

Since 2001
  Managing Director, GSAM (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).

President—Goldman Sachs Mutual Fund Complex (registered investment companies).

Assistant Secretary—Goldman Sachs Mutual Fund Complex (1997-2002) (registered investment companies).

James A. Fitzpatrick
4900 Sears Tower
Chicago, IL 60606
Age: 44
  Vice President   Since 1997   Managing Director, Goldman Sachs (October 1999-Present); and Vice President of GSAM (April 1997-December 1999).

Vice President—Goldman Sachs Mutual Fund Complex (registered investment companies).

James A. McNamara
32 Old Slip
New York, NY 10005
Age: 42
  Vice President   Since 2001   Managing Director, Goldman Sachs (December 1998-Present); Director of Institutional Fund Sales, GSAM (April 1998-December 2000); and Senior Vice President and Manager, Dreyfus Institutional Service Corporation (January 1993-April 1998).

Vice President—Goldman Sachs Mutual Fund Complex (registered investment companies).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies) (December 2002-May 2004).

John M. Perlowski
32 Old Slip
New York, NY 10005
Age: 40
  Treasurer   Since 1997   Managing Director, Goldman Sachs (November 2003-Present) and Vice President, Goldman Sachs (July 1995-November 2003).

Treasurer—Goldman Sachs Mutual Fund Complex (registered investment companies).

Howard B. Surloff
One New York Plaza
37th Floor
New York, NY 10004
Age: 39
  Secretary   Since 2001   Managing Director, Goldman Sachs (November 2002-Present); Associate General Counsel, Goldman Sachs and General Counsel to the U.S. Funds Group (December 1997-Present).

Secretary—Goldman Sachs Mutual Fund Complex (registered investment companies) (2001-Present) and Assistant Secretary prior thereto.

 
1
Officers hold office at the pleasure of the Board of Trustees or until their successors are duly elected and qualified. Each officer holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
*
Represents a partial list of officers of the Trust. Additional information about all the officers is available in the Funds’ Statement of Additional Information which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States): 1-800-292-4726.

Goldman Sachs Variable Insurance Trust COREsm Small Cap Equity Fund — Tax Information (Unaudited)

For the year ended December 31, 2004, 43.85% of the dividends paid from net investment company taxable income by the Fund qualify for the dividends received deduction available to corporations.

Pursuant to Section 852 of the Internal Revenue Code, the Fund designates $6,767,288 as capital gain dividends paid during the year ended December 31, 2004.

 
22


 

     
TRUSTEES
  OFFICERS
Ashok N. Bakhru, Chairman
  Kaysie P. Uniacke, President
John P. Coblentz, Jr.
  James A. Fitzpatrick, Vice President
Patrick T. Harker
  James A. McNamara, Vice President
Mary Patterson McPherson
  John M. Perlowski, Treasurer
Alan A. Shuch
  Howard B. Surloff, Secretary
Wilma J. Smelcer
   
Richard P. Strubel
   
Kaysie P. Uniacke
   
GOLDMAN, SACHS & CO.
Distributor and Transfer Agent
   
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Adviser
Visit our internet address: www.gs.com/funds to obtain the most recent month-end returns.
The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, 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 Fund. 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 Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the 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 Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“the Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’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. 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).
This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus for the Fund. Please consider the Fund’s objectives, risks and charges and expenses, and read the Prospectus carefully before investing.
Holdings are as of December 31, 2004 and are subject to change in the future. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities.
The Fund is subject to the risk of rising and falling stock prices. In recent years, the U.S. stock market has experienced substantial price volatility.
Stocks of smaller companies are often more volatile and present greater risks than stocks of larger companies. At times, the Goldman Sachs Variable Insurance Trust CORESM Small Cap Equity Fund may be unable to sell certain of its portfolio securities without a substantial drop in price, if at all.
COREsm is a service mark of Goldman, Sachs & Co.
    Toll Free (in U.S.): 800-292-4726
This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman
Sachs Variable Insurance Trust: COREsm Small Cap Equity Fund.
 
© Copyright 2005 Goldman, Sachs & Co. All rights reserved. Date of first use: February 18, 2005
 
VTTCORESCAR    


 

Goldman
Sachs Variable Insurance Trust
GOLDMAN SACHS ASSET MANAGEMENT, L.P. 32 OLD SLIP, NEW YORK, NEW YORK 10005
Capital Growth Fund
 
Annual Report
December 31, 2004
 


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

Shareholder Letter

Dear Shareholders:

This report provides an overview on the performance of the Goldman Sachs Variable Insurance Trust – Capital Growth Fund during the one-year reporting period that ended December 31, 2004.

Market Review

Following strong U.S. equity market performance in 2003, the major indices traded in a relatively narrow range until the end of October 2004 when the markets rallied sharply. A major catalyst for the appreciation was the removal of uncertainty surrounding the presidential election. Oil prices were a focal point throughout the year. Although it was volatile, the price of oil ultimately retreated from its record highs and provided a stimulus to the markets late in the year. The U.S. dollar’s weakness captured headlines, as it continued to trade at or near record lows versus the euro. Leading the markets this year were economically sensitive and commodity-based businesses. As such, the strongest performing sectors were Energy, Utilities, and Cyclicals.

Investment Objective

The Fund seeks long-term growth of capital.

Portfolio Composition

Top 10 Portfolio Holdings as of December 31, 2004*

             
% of
Company Business Net Assets



Microsoft Corp. 
  Computer Software     4.4 %
QUALCOMM, Inc. 
  Semiconductors/Semiconductor Capital Equipment     3.6  
Dell, Inc. 
  Computer Hardware     3.3  
PepsiCo, Inc. 
  Beverages     3.3  
Fannie Mae
  Financials     3.3  
Pfizer, Inc. 
  Drugs & Medicine     3.2  
The McGraw-Hill Cos., Inc. 
  Commercial Services     3.1  
Wal-Mart Stores, Inc. 
  Retailing     3.1  
Viacom, Inc. Class B
  Movies & Entertainment     2.9  
Freddie Mac
  Financials     2.7  

* Opinions expressed in this report represent our present opinions only. Reference to individual securities should not be construed as a commitment that such securities will be retained in the Fund. From time to time, the Fund may change the individual securities it holds, the number or types of securities held and the markets in which it invests. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. References to individual securities do not constitute a recommendation to the investor to buy, hold or sell such securities. In addition, references to past performance of the Fund do not indicate future returns, which are not guaranteed and will vary. Furthermore, the value of shares of the Fund may fall as well as rise.

 
1


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND
 
Shareholder Letter (continued)

Performance Review

Over the one-year period that ended December 31, 2004, the Fund generated a cumulative total return of 9.09%. Over the same time period, the Fund’s benchmark, the Russell 1000 Growth Index (with dividends reinvested) generated a cumulative total return of 6.30%.

The stocks of certain Technology companies in the portfolio generally performed well during the fiscal year. Contributors to performance included QUALCOMM, Inc., Dell, Inc., Microsoft Corp., Yahoo!, Inc., and eBay, Inc. The portfolio’s Consumer Staples holdings, PepsiCo, Inc., Avon Products, Inc., and Wm. Wrigley Jr. Co. were also top contributors to performance. After sustaining a difficult 2003, the portfolio’s consumer businesses were up sharply in 2004. While investors focused primarily on more-speculative companies in 2003, consumer businesses lagged due to the rotation away from their area of the market. During this period, we maintained our conviction in these consumer businesses and added to the portfolio’s positions on attractive valuations.

The portfolio’s exposure to the Media sector detracted from performance during the year. Clear Channel Communications, Inc. and Viacom, Inc. were disappointments, as companies exposed to the radio market underperformed. Local radio continued to perform reasonably well, growing revenues by a low single-digit rate over the year. In fact, local radio revenues were flat or up every month in 2004. However, national radio struggled as automotive, retailers, and telecommunications companies spent less money in 2004 in comparison to 2003. This was partially due to structural issues, such as poor automotive sales, but also due to economic reasons, as national advertising tends to be more cyclical.

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

Goldman Sachs Growth Equity Management Team

January 19, 2005

 
2


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

SECTOR ALLOCATION AS OF DECEMBER 31, 2004

Percentage of Portfolio Investments

(BAR CHART)

† The Fund is actively managed and, as such, its composition may differ over time. The percentage shown for each investment category reflects the value of investments in that category as a percentage of market value (excluding repurchase agreements, securities lending collateral and cash).

This Sector Allocation chart is provided for your reference. This new information has been included in response to recent rule and form amendments made by the Securities and Exchange Commission.

 
3


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND

Performance Summary
December 31, 2004

The following graph shows the value as of December 31, 2004, of a $10,000 investment made on April 30, 1998 (commencement of operations). For comparative purposes, the performance of the Fund’s benchmark, the Russell 1000 Growth Index (with dividends reinvested) is shown. This performance data represents past performance and should not be considered indicative of future performance which will fluctuate with changes in market conditions. These performance fluctuations will cause an investor’s shares, when redeemed, to be worth more or less than their original cost. Performance reflects Fund level expenses but does not reflect fees and expenses associated with any variable annuity contract or variable life insurance policy that uses the Fund as an investment option for any contract or policy. Had performance reflected all of those fees and expenses, performance would have been reduced. Performance also would have been reduced had expense limitations not been in effect. In addition to the investment adviser’s decisions regarding issuer/industry investment selection and allocation, other factors may affect Fund performance. These factors include, but are not limited to, Fund operating fees and expenses, portfolio turnover, and subscription and redemption cash flows affecting a Fund.

Capital Growth Fund’s Lifetime Performance

Growth of a $10,000 investment, Distributions Reinvested from April 30, 1998 to December 31, 2004.

                 
Since Inception Five Years One Year

Average Annual Total Return Through December 31, 2004
Capital Growth Fund (commenced April 30, 1998)
  2.24%   -4.26%   9.09%    

 
4


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

Statement of Investments
December 31, 2004
                     
Shares Description Value
   
Common Stocks – 98.7%

    Banks – 1.6%
      22,116     Citigroup, Inc.    $ 1,065,549  
      47,602     JPMorgan Chase & Co.      1,856,954  
                 
 
                  2,922,503  
   
    Beverages – 3.9%
      118,960     PepsiCo, Inc.      6,209,712  
      28,065     The Coca-Cola Co.      1,168,346  
                 
 
                  7,378,058  
   
    Biotechnology – 2.4%
      69,420     Amgen, Inc.*     4,453,293  
   
    Broadcasting & Cable/ Satellite TV – 2.6%
      34,788     Clear Channel Communications, Inc.      1,165,050  
      69,750     Univision Communications, Inc.*     2,041,583  
      61,600     Westwood One, Inc.*     1,658,888  
                 
 
                  4,865,521  
   
    Commercial Services – 4.5%
      28,645     Moody’s Corp.      2,487,818  
      64,190     The McGraw-Hill Cos., Inc.      5,875,953  
                 
 
                  8,363,771  
   
    Computer Hardware – 3.3%
      147,565     Dell, Inc.*     6,218,389  
   
    Computer Services – 1.9%
      85,200     First Data Corp.      3,624,408  
   
    Computer Software – 5.3%
      28,775     Electronic Arts, Inc.*     1,774,842  
      307,065     Microsoft Corp.      8,201,706  
                 
 
                  9,976,548  
   
    Drugs & Medicine – 6.7%
      25,740     Eli Lilly & Co.      1,460,745  
      222,270     Pfizer, Inc.      5,976,840  
      45,670     Schering-Plough Corp.      953,590  
      96,095     Wyeth     4,092,686  
                 
 
                  12,483,861  
   
    Electrical Equipment – 2.8%
      44,950     General Electric Co.      1,640,675  
      99,150     Tyco International Ltd.      3,543,621  
                 
 
                  5,184,296  
   
    Financials – 11.2%
      86,750     Fannie Mae     6,177,467  
      69,465     Freddie Mac     5,119,570  
      16,630     Golden West Financial Corp.      1,021,415  
      141,750     MBNA Corp.      3,995,933  
      23,235     Merrill Lynch & Co., Inc.      1,388,756  
      25,345     Morgan Stanley     1,407,154  
      155,350     The Charles Schwab Corp.      1,857,986  
                 
 
                  20,968,281  
   
    Foods – 1.8%
      47,290     Wm. Wrigley Jr. Co.      3,271,995  
   
    Gaming/ Lodging – 5.6%
      8,300     Carnival Corp.      478,329  
      61,800     GTECH Holdings Corp.      1,603,710  
      51,120     Harrah’s Entertainment, Inc.      3,419,417  
      7,230     Las Vegas Sands Corp.*     347,040  
      35,480     Marriott International, Inc.      2,234,530  
      39,390     Starwood Hotels & Resorts Worldwide, Inc.      2,300,376  
                 
 
                  10,383,402  
   
    Household/ Personal Care – 4.9%
      89,500     Avon Products, Inc.      3,463,650  
      15,545     Colgate-Palmolive Co.      795,282  
      23,521     Energizer Holdings, Inc.*     1,168,759  
      66,070     The Procter & Gamble Co.      3,639,136  
                 
 
                  9,066,827  
   
    Insurance – 1.3%
      13,000     AMBAC Financial Group, Inc.      1,067,690  
      32,300     Willis Group Holdings Ltd.      1,329,791  
                 
 
                  2,397,481  
   
    Internet and Online – 3.7%
      27,780     CheckFree Corp.*     1,057,863  
      21,640     eBay, Inc.*     2,516,299  
      13,650     Google, Inc.*@     2,635,815  
      18,200     Yahoo!, Inc.*     685,776  
                 
 
                  6,895,753  
   
    Manufacturing – 0.7%
      15,355     3M Co.      1,260,185  
   
    Medical Products – 2.1%
      53,860     Medtronic, Inc.      2,675,226  
      29,200     St. Jude Medical, Inc.*     1,224,356  
                 
 
                  3,899,582  
   
    Movies & Entertainment – 5.9%
      231,010     Time Warner, Inc.*     4,490,834  
      92,700     Liberty Media Corp. Series A*     1,017,846  
      149,018     Viacom, Inc. Class B     5,422,765  
                 
 
                  10,931,445  
   
    Networking Telecom Equipment – 1.7%
      165,000     Cisco Systems, Inc.*     3,184,500  
   
    Oil & Gas – 0.6%
      20,692     Exxon Mobil Corp.      1,060,672  
   
    Other Consumer Discretionary – 1.8%
      147,915     Cendant Corp.      3,458,253  
   
    Other Health Care – 1.9%
      91,795     Caremark Rx, Inc.*     3,619,477  
   
    Publishing – 4.0%
      23,260     Gannett Co., Inc.      1,900,342  
      67,915     Lamar Advertising Co.*     2,905,404  
      39,570     The E.W. Scripps Co.      1,910,439  
      21,610     Valassis Communications, Inc.*     756,566  
                 
 
                  7,472,751  
   
    Retailing – 7.9%
      34,955     Dollar Tree Stores, Inc.*     1,002,509  
      77,665     Family Dollar Stores, Inc.      2,425,478  
      72,100     Lowe’s Companies, Inc.      4,152,239  
                     
   
 
The accompanying notes are an integral part of these financial statements.       5


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND
 
Statement of Investments (continued)
December 31, 2004
                     
Shares Description Value
   
Common Stocks – (continued)

    Retailing – (continued)
      32,600     PETCO Animal Supplies, Inc.*   $ 1,287,048  
      110,670     Wal-Mart Stores, Inc.      5,845,590  
                 
 
                  14,712,864  
   
    Semiconductors/ Semiconductor Capital Equipment – 6.5%
      52,670     Intel Corp.      1,231,951  
      108,680     Linear Technology Corp.      4,212,437  
      159,950     QUALCOMM, Inc.      6,781,880  
                 
 
                  12,226,268  
   
    Telecommunications – 2.1%
      73,300     American Tower Corp.*     1,348,720  
      77,490     Crown Castle International Corp.*     1,289,434  
      21,580     Nextel Communications, Inc.*     647,400  
      25,790     Sprint Corp.      640,881  
                 
 
                  3,926,435  
   
    TOTAL COMMON STOCKS
    (Cost $168,882,105)   $ 184,206,819  
   
                                 
Principal Interest Maturity
Amount Rate Date
Value
   
Repurchase Agreement – 1.4%

    Joint Repurchase Agreement Account II^
    $ 2,600,000       2.28 %     01/03/2005          
          Maturity Value  $2,600,494
    (Cost $2,600,000)   $ 2,600,000  
   
    TOTAL INVESTMENTS BEFORE SECURITIES
    LENDING COLLATERAL        
    (Cost $171,482,105)   $ 186,806,819  
   
                     
Shares Description Value
   
Securities Lending Collateral – 1.3%

      2,421,000     Boston Global Investment Trust – Enhanced Portfolio        
    (Cost $2,421,000)   $ 2,421,000  
   
    TOTAL INVESTMENTS – 101.4%
    (Cost $173,903,105)   $ 189,227,819  
   
 
   * Non-income producing security.
 
   @ All or a portion of security is on loan.
 
   ^ Joint repurchase agreement was entered into on December 31, 2004.

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

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


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

ADDITIONAL INVESTMENT INFORMATION

JOINT REPURCHASE AGREEMENT ACCOUNT II* — At December 31, 2004, the Capital Growth Fund had an undivided interest in the following Joint Repurchase Agreement Account II which equaled $2,600,000 in principal amount.

                             
Principal Interest Maturity Maturity
Repurchase Agreements Amount Rate Date Value

Barclays Capital PLC
  $ 350,000,000       2.28 %   01/03/2005   $ 350,066,500  

Barclays Capital PLC
    400,000,000       2.30     01/03/2005     400,076,667  

Bear Stearns & Co. 
    500,000,000       2.29     01/03/2005     500,095,417  

Greenwich Capital Markets
    400,000,000       2.28     01/03/2005     400,076,000  

J.P. Morgan Chase & Co. 
    364,100,000       2.28     01/03/2005     364,169,179  

Morgan Stanley & Co. 
    300,000,000       2.27     01/03/2005     300,056,750  

UBS LLC
    500,000,000       2.26     01/03/2005     500,094,166  

UBS LLC
    250,000,000       2.28     01/03/2005     250,047,500  

Westdeutsche Landesbank AG
    400,000,000       2.28     01/03/2005     400,076,000  

TOTAL
  $ 3,464,100,000                 $ 3,464,758,179  
                             

  At December 31, 2004, the Joint Repurchase Agreement Account II was fully collateralized by Federal Home Loan Bank, 0.00% to 4.52%, due 03/30/2006 to 08/10/2010; Federal Home Loan Mortgage Association, 0.00% to 11.75%, due 02/01/2005 to 11/01/2035; Federal National Mortgage Association, 0.00% to 11.00%, due 12/15/2005 to 01/01/2035 and Government National Mortgage Association, 6.00%, due 12/15/2033.  
 
The accompanying notes are an integral part of these financial statements.       7


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND

Statement of Assets and Liabilities
December 31, 2004
               
 
    Assets:

   
Investment in securities, at value (identified cost $171,482,105)
  $ 186,806,819  
   
Securities lending collateral, at value
    2,421,000  
   
Cash
    12,482  
   
Receivables:
       
     
Dividends and interest
    159,722  
     
Fund shares sold
    95,398  
     
Securities lending income
    442  
   
   
Total assets
    189,495,863  
   
    Liabilities:

   
Payables:
       
     
Payable upon return of securities loaned
    2,421,000  
     
Fund shares repurchased
    146,451  
     
Amounts owed to affiliates
    123,167  
   
Accrued expenses
    117,540  
   
   
Total liabilities
    2,808,158  
   
    Net Assets:

   
Paid-in capital
    201,497,208  
   
Accumulated net realized loss on investment transactions
    (30,134,217 )
   
Net unrealized gain on investments
    15,324,714  
   
   
NET ASSETS
  $ 186,687,705  
   
   
Total shares of beneficial interest outstanding, par value $0.001 (unlimited shares authorized)
    17,962,393  
   
Net asset value, offering and redemption price per share
  $ 10.39  
   
 
8     The accompanying notes are an integral part of these financial statements.


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

Statement of Operations
For the Year Ended December 31, 2004
             
 
    Investment income:

   
Dividends
  $ 2,771,331  
   
Interest (including securities lending income of $2,040)
    30,514  
   
   
Total income
    2,801,845  
   
    Expenses:

   
Management fees
    1,333,178  
   
Transfer agent fees
    71,103  
   
Printing fees
    56,286  
   
Custody and accounting fees
    56,814  
   
Professional fees
    34,866  
   
Trustee fees
    14,439  
   
Other
    11,344  
   
   
Total expenses
    1,578,030  
   
   
Less — expense reductions
    (565 )
   
   
Net expenses
    1,577,465  
   
   
NET INVESTMENT INCOME
    1,224,380  
   
    Realized and unrealized gain on investment transactions:

   
Net realized gain on investment transactions
    1,083,044  
   
Net increase from payment by affiliates to reimburse certain brokerage commissions
    665  
   
Net change in unrealized gain on investments
    13,497,200  
   
   
Net realized and unrealized gain on investment transactions
    14,580,909  
   
   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
  $ 15,805,289  
   
 
The accompanying notes are an integral part of these financial statements.      9


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND

Statements of Changes in Net Assets
                     
For the For the
Year Ended Year Ended
December 31, 2004 December 31, 2003
 
    From operations:

   
Net investment income
  $ 1,224,380     $ 100,912  
   
Net realized gain (loss) on investment transactions
    1,083,044       (788,467 )
   
Net increase from payment by affiliates to reimburse certain brokerage commissions
    665        
   
Net change in unrealized gain on investments
    13,497,200       8,924,917  
   
   
Net increase in net assets resulting from operations
    15,805,289       8,237,362  
   
    Distributions to shareholders:

   
From net investment income
    (1,269,081 )     (67,672 )
   
    From share transactions:

   
Proceeds from sales of shares
    16,794,368       9,098,379  
   
Proceeds in connection with merger
          148,549,781  
   
Reinvestment of dividends and distributions
    1,269,081       67,672  
   
Cost of shares repurchased
    (25,605,992 )     (4,243,477 )
   
   
Net increase (decrease) in net assets resulting from share transactions
    (7,542,543 )     153,472,355  
   
   
TOTAL INCREASE
    6,993,665       161,642,045  
   
    Net assets:

   
Beginning of year
    179,694,040       18,051,995  
   
   
End of year
  $ 186,687,705     $ 179,694,040  
   
   
Accumulated undistributed net investment income
  $     $ 33,372  
   
    Summary of share transactions:

   
Shares sold
    1,723,683       1,076,571  
   
Shares issued in connection with merger
          15,836,851  
   
Shares issued on reinvestment of dividends and distributions
    122,973       7,307  
   
Shares repurchased
    (2,631,519 )     (497,754 )
   
   
NET INCREASE (DECREASE)
    (784,863 )     16,422,975  
   
 
10     The accompanying notes are an integral part of these financial statements.


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

Financial Highlights
Selected Data for a Share Outstanding Throughout Each Year
                                                                                                                                 
Income (loss) from Ratios assuming no
investment operations Distributions to shareholders expense reductions


Ratio of
Net Net Ratio of net Ratio of Ratio of net
Net asset realized From Net asset assets net investment total investment
value, Net and Total from From net net value, at end expenses income expenses income (loss) Portfolio
beginning investment unrealized investment investment realized Total end of Total of year to average to average to average to average turnover
of year income(b) gain (loss) operations income gain distributions year return(a) (in 000s) net assets net assets net assets net assets rate
 
    For the Years ended December 31,

    2004   $ 9.59     $ 0.07     $ 0.80     $ 0.87     $ (0.07 )   $     $ (0.07 )   $ 10.39       9.09 %   $ 186,688       0.89 %     0.69 %     0.89 %     0.69 %     45 %    
    2003     7.77       0.03       1.81       1.84       (0.02 )           (0.02 )     9.59       23.74       179,694       1.02       0.38       1.43       (0.03 )     16      
    2002     10.28       0.01       (2.50 )     (2.49 )     (0.02 )           (0.02 )     7.77       (24.33 )     18,052       1.10       0.16       1.77       (0.51 )     24      
    2001     12.09       0.02       (1.78 )     (1.76 )     (0.02 )     (0.03 )     (0.05 )     10.28       (14.46 )     16,266       1.00       0.15       1.69       (0.54 )     39      
    2000     14.01       0.01       (1.16 )     (1.15 )     (0.01 )     (0.76 )     (0.77 )     12.09       (7.98 )     16,775       0.99       0.13       1.84       (0.72 )     37      
   
(a)  Assumes investment at the net asset value at the beginning of the year, reinvestment of all distributions and a complete redemption of the investment at the net asset value at the end of the year.
(b)  Calculated based on the average shares outstanding methodology.

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

 
11


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND

Notes to Financial Statements
December 31, 2004

1. ORGANIZATION

Goldman Sachs Variable Insurance Trust (the “Trust”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, (“the Act”) as an open-end, management investment company. The Trust includes the Goldman Sachs Capital Growth Fund (the “Fund”). The Fund is a diversified portfolio under the Act.
     Shares of the Trust may be purchased and held by separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Trust are not offered directly to the general public.

2. SIGNIFICANT ACCOUNTING POLICIES

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

A. Investment Valuation — Investments in securities 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, 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 and debt 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 are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed to be inaccurate 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 recorded 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 which are reduced by any amount reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted.

C. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on ex-dividend date. Income distributions and capital gains distributions, if any, are declared and paid annually.

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

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

E. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate liquid assets on the accounting records equal to or greater than the market value of the corresponding transactions.

F. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the

 
12


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 
 
2. SIGNIFICANT ACCOUNTING POLICIES— (continued)
underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to equal or exceed the value of the repurchase agreement, including accrued interest. If the seller defaults or becomes insolvent, realization of the collateral by the Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.
     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, transfers uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.

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 Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees.
     As compensation for the services rendered pursuant to the Agreements, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, at an annual rate equal to 0.75% of the average daily net assets of the Fund.
     GSAM has voluntarily agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Transfer Agent fees and expenses, taxes, interest, brokerage fees, litigation and indemnification costs, shareholder meeting and other extraordinary expenses) to the extent that such expenses exceed, on an annual basis, 0.11% of the average daily net assets of the Fund. GSAM has agreed to maintain these expense limitations reductions through June 30, 2005. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any.
     For the year ended December 31, 2004, GSAM made no reimbursements to the Fund. The Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. For the year ended December 31, 2004, custody fees were reduced by approximately $600.
     Goldman Sachs also serves as the Transfer Agent of the Fund for a fee. The fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate of 0.04% of the average daily net assets of the Fund. Goldman Sachs serves as the distributor of the Fund’s shares at no cost to the Fund.
     At December 31, 2004, amounts owed to affiliates were approximately $117,000 and $6,000 for Management and Transfer Agent fees, respectively.

4. PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds of sales and maturities of long term securities for the year ended December 31, 2004, were $79,411,653 and $86,296,716, respectively. For the year ended December 31, 2004, Goldman Sachs earned approximately $300 of brokerage commissions from portfolio transactions executed on behalf of the Fund.
     GSAM voluntarily made a one-time reimbursement of approximately $800 to the Fund for certain brokerage commissions, including interest, paid by the Fund over the course of several years.

5. SECURITIES LENDING

Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through its securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan.
 
13


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND
 
Notes to Financial Statements (continued)
December 31, 2004
 
5. SECURITIES LENDING— (continued)
As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the year ended December 31, 2004, is reported parenthetically on the Statement of Operations. A portion of this amount, $541, represents compensation earned by the Fund from lending its securities to Goldman Sachs. For the year ended December 31, 2004, BGA earned $360 in fees as securities lending agent. At December 31, 2004, the Fund loaned securities having a market value of $2,313,480 collateralized by cash in the amount of $2,421,000. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

6. LINE OF CREDIT FACILITY

The Fund participates in a $350,000,000 committed, unsecured revolving line of credit facility. Under the most restrictive arrangement, the Fund must own securities having a market value in excess of 300% (400% prior to May 26, 2004) of the 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. This committed facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. During the year ended December 31, 2004, the Fund did not have any borrowings under this facility.

7. ADDITIONAL TAX INFORMATION

The tax character of distributions paid during the fiscal years ended December 31, 2004 and December 31, 2003 were as follows:
                 
For the year ended December 31,

2004 2003

Distributions paid from:
               
Ordinary income
  $ 1,269,081     $ 67,672  

Total taxable distributions
  $ 1,269,081     $ 67,672  

As of December 31, 2004, the components of accumulated earnings (losses) on a tax basis were as follows:

           
Capital loss carryforward:*
       
 
Expiring 2008
  $ (7,813,202 )
 
Expiring 2009
    (13,983,325 )
 
Expiring 2010
    (6,239,358 )
 
Expiring 2011
    (1,064,803 )

Total capital loss carryforward
    (29,100,688 )
Timing differences (post-October losses)
    (525,543 )
Unrealized gains — net
    14,816,728  

Total accumulated losses — net
  $ (14,809,503 )

Utilization of these losses may be limited under the Internal Revenue Code.

 
14


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 
 
7. ADDITIONAL TAX INFORMATION— (continued)

At December 31, 2004, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes was as follows:

         
Tax cost
  $ 174,411,091  

Gross unrealized gain
    26,684,970  
Gross unrealized loss
    (11,868,242 )

Net unrealized security gain
  $ 14,816,728  

The difference between book-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales.

8. CERTAIN RECLASSIFICATIONS

In order to present certain components of the Fund’s capital accounts on a tax basis, certain reclassifications have been recorded to the Fund’s accounts. The Fund reclassified $11,048 from paid-in capital and $281 from accumulated net realized loss on investment transactions to accumulated undistributed net investment income. This reclassification has no impact on the net asset value of the Fund. Reclassifications result primarily from the difference in the tax treatment of taxable overdistributions and adjustments related to prior year merger activity.

9. MERGERS AND REORGANIZATIONS

At a meeting held on September 18, 2003, the Board of Trustees of the Trust approved (i) an Agreement and Plan of Reorganization (the “Protective Agreement”) providing for the tax-free acquisition of the Capital Growth Fund of Protective Investment Company by the Fund and (ii) an Agreement and Plan of Reorganization (the “Ayco Agreement”) providing for the tax-free acquisition of the Growth Fund of the Ayco Series Trust by the Fund. The acquisitions were completed on December 19, 2003 following the approval of the Ayco Fund shareholders on November 25, 2003 and the Protective Fund shareholders on December 9, 2003.
     Pursuant to the Protective Agreement and Ayco Agreement, the assets and liabilities of the Protective Capital Growth and Ayco Growth Funds were transferred to the Fund in a tax-free exchange for shares of the Fund as follows:
                         
Acquired Fund’s
Exchanged Shares Value of Shares Outstanding
Survivor/Acquired Fund of Survivor Issued Exchanged Shares as of December 19, 2003

Capital Growth/ Protective Capital Growth
    14,334,186     $ 134,454,724       8,558,442  

Capital Growth/ Ayco Growth
    1,502,665       14,095,057       1,671,489  

The following chart shows the Survivor Fund’s and Acquired Fund’s aggregate net assets (immediately before and after the completion of the acquisition) and the Acquired Fund’s unrealized appreciation (depreciation) and capital loss carryforwards.

                                         
Survivor Survivor Fund’s
Fund’s Acquired Fund’s Aggregate
Aggregate Aggregate Acquired Fund’s Net Assets
Net Assets Net Assets Unrealized Acquired Fund’s immediately
before before Appreciation/ Capital Loss after
Survivor/Acquired Fund acquisition acquisition (Depreciation) Carryforward* acquisition

Capital Growth/ Protective Capital Growth
  $ 26,929,808     $ 134,454,724     $ (2,149,375 )   $ (24,790,418 )   $ 175,479,589  

Capital Growth/ Ayco Growth
    26,929,808       14,095,057       19,135       (2,696,909 )     175,479,589  

For U.S. federal income tax purposes, certain limitations may apply to the utilization of the Acquired Fund’s capital loss carryforwards.

 
15


 

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees
Goldman Sachs Variable Insurance Trust

We have audited the accompanying statement of assets and liabilities of Goldman Sachs Capital Growth Fund (one of the funds comprising the Goldman Sachs Variable Insurance Trust) (the “Fund”), including the statement of investments, as of December 31, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2004, by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Goldman Sachs Capital Growth Fund at December 31, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

  -s- ERNST & YOUNG LLP

New York, New York
February 9, 2005
 
16


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

Fund Expenses (Unaudited) — Six Month Period Ended December 31, 2004

            As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the 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 July 1, 2004 through December 31, 2004.  
 
            Actual Expenses — The first line of 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 of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund 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. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges (loads), redemption fees, or exchange fees, but shareholders of other funds may incur such costs. 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 whose shareholders may incur transaction costs.  

                         

Expenses Paid
for the
Beginning Ending Account 6 months
Account Value Value ended
7/1/04 12/31/04 12/31/04*

Actual
  $ 1,000     $ 1,059.90     $ 4.77  
Hypothetical 5% return
    1,000       1,020.50 +     4.68  

  Expenses are calculated using the Fund’s annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six months ended December 31, 2004. Expenses are calculated by multiplying the annualized expense ratio by the average account value for such 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 calendar year. Expense ratios for the most recent fiscal half year may differ from expense ratios based on one-year data in the Financial Highlights. The annualized net expense ratio for the period was 0.92%.  

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

 
17


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND

Trustees and Officers (Unaudited)

Independent Trustees
                     
Number of
Term of Portfolios in
Position(s) Office and Fund Complex Other
Name, Held with Length of Principal Occupation(s) Overseen by Directorships
Address and Age1 the Trust2 Time Served3 During Past 5 Years Trustee4 Held by Trustee5

Ashok N. Bakhru
Age: 62
  Chairman & Trustee   Since 1991   President, ABN Associates (July 1994-March 1996 and November 1998-Present); Executive Vice President—Finance and Administration and Chief Financial Officer, Coty Inc. (manufacturer of fragrances and cosmetics) (April 1996-November 1998); Director of Arkwright Mutual Insurance Company (1984-1999); Trustee of International House of Philadelphia (program center and residential community for students and professional trainees from the United States and foreign countries) (1989-Present); Member of Cornell University Council (1992-Present); Trustee of the Walnut Street Theater (1992-Present); Trustee, Scholarship America (1998-Present); Director, Private Equity Investors—III and IV (November 1998-Present), and Equity-Limited Investors II (April 2002-Present); and Chairman, Lenders Service Inc. (provider of mortgage lending services) (2000-2003).

Chairman of the Board and Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

John P. Coblentz, Jr.
Age: 63
  Trustee   Since 2003   Partner, Deloitte & Touche LLP (June 1975-May 2003).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Patrick T. Harker
Age: 46
  Trustee   Since 2000   Dean and Reliance Professor of Operations and Information Management, The Wharton School, University of Pennsylvania (February 2000-Present); Interim and Deputy Dean, The Wharton School, University of Pennsylvania (July 1999-Present); and Professor and Chairman of Department of Operations and Information Management, The Wharton School, University of Pennsylvania (July 1997-August 2000).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Mary P. McPherson
Age: 69
  Trustee   Since 1997   Vice President, The Andrew W. Mellon Foundation (provider of grants for conservation, environmental and educational purposes) (October 1997-Present); Director, Smith College (1998-Present); Director, Josiah Macy, Jr. Foundation (health educational programs) (1977-Present); Director, Philadelphia Contributionship (insurance) (1985-Present); Director Emeritus, Amherst College (1986-1998); Director, The Spencer Foundation (educational research) (1993-February 2003); member of PNC Advisory Board (banking) (1993-1998); and Director, American School of Classical Studies in Athens (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Wilma J. Smelcer
Age: 55
  Trustee   Since 2001   Chairman, Bank of America, Illinois (banking) (1998-January 2001); and Governor, Board of Governors, Chicago Stock Exchange (national securities exchange) (April 2001-April 2004).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   Lawson Products Inc. (distributor of industrial products).

Richard P. Strubel
Age: 65
  Trustee   Since 1987   Vice Chairman and Director, Unext, Inc. (provider of educational services via the internet) (2003-Present); President, COO and Director, Unext, Inc. (1999-2003); Director, Cantilever Technologies, Inc. (a private software company) (1999-Present); Trustee, The University of Chicago (1987-Present); and Managing Director, Tandem Partners, Inc. (management services firm) (1990-1999).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   Gildan Activewear Inc. (an activewear clothing marketing and manufacturing company); Unext, Inc. (provider of educational services via the internet); Northern Mutual Fund Complex (53 Portfolios).

 
18


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 
 
 

Interested Trustees (Unaudited)

                     
Number of
Term of Portfolios in
Position(s) Office and Fund Complex Other
Name, Held with Length of Principal Occupation(s) Overseen by Directorships
Address and Age1 the Trust2 Time Served3 During Past 5 Years Trustee4 Held by Trustee5

*Alan A. Shuch
Age: 55
  Trustee   Since 1990   Advisory Director—GSAM (May 1999-Present); Consultant to GSAM (December 1994-May 1999); and Limited Partner, Goldman Sachs (December 1994-May 1999).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

*Kaysie P. Uniacke
Age: 43
  Trustee &
President
  Since 2001

Since 2002
  Managing Director, GSAM (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).

President—Goldman Sachs Mutual Fund Complex (2002- Present) (registered investment companies).

Assistant Secretary—Goldman Sachs Mutual Fund Complex (1997-2002) (registered investment companies).
  63   None

 
*
These persons are considered to be “Interested Trustees” because they hold positions with Goldman Sachs and own securities issued by The Goldman Sachs Group, Inc. Each Interested Trustee holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
1
Each Trustee may be contacted by writing to the Trustee, c/o Goldman Sachs, One New York Plaza, 37th Floor, New York, New York, 10004, Attn: Howard B. Surloff.
2
The Trust is a successor to a Massachusetts business trust that was combined with the Trust on April 30, 1997.
3
Each Trustee holds office for an indefinite term until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board of Trustees or shareholders, in accordance with the Trust’s Declaration of Trust; (c) the date the Trustee attains the age of 72 years (in accordance with the current resolutions of the Board of Trustees, which may be changed by the Trustees without shareholder vote); or (d) the termination of the Trust.
4
The Goldman Sachs Mutual Fund Complex consists of the Trust and Goldman Sachs Variable Insurance Trust. As of December 31, 2004, the Trust consisted of 57 portfolios, including the Funds described in this Annual Report, and Goldman Sachs Variable Insurance Trust consisted of 6 portfolios.
5
This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the Act.

Additional information about the Trustees is available in the Funds’ Statement of Additional Information which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States of America): 1-800-292-4726

 
19


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND

Trustees and Officers (Unaudited) (continued)

Officers of the Trust*
             
Term of
Office and
Position(s) Held Length of
Name, Address And Age With the Trust Time Served1 Principal Occupation(s) During Past 5 Years

Kaysie P. Uniacke
32 Old Slip
New York, NY 10005
Age: 43
  President &
Trustee
  Since 2002

Since 2001
  Managing Director, GSAM (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).

President—Goldman Sachs Mutual Fund Complex (registered investment companies).

Assistant Secretary—Goldman Sachs Mutual Fund Complex (1997-2002) (registered investment companies).

James A. Fitzpatrick
4900 Sears Tower
Chicago, IL 60606
Age: 44
  Vice President   Since 1997   Managing Director, Goldman Sachs (October 1999-Present); and Vice President of GSAM (April 1997-December 1999).

Vice President—Goldman Sachs Mutual Fund Complex (registered investment companies).

James A. McNamara
32 Old Slip
New York, NY 10005
Age: 42
  Vice President   Since 2001   Managing Director, Goldman Sachs (December 1998-Present); Director of Institutional Fund Sales, GSAM (April 1998-December 2000); and Senior Vice President and Manager, Dreyfus Institutional Service Corporation (January 1993-April 1998).

Vice President—Goldman Sachs Mutual Fund Complex (registered investment companies).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies) (December 2002-May 2004).

John M. Perlowski
32 Old Slip
New York, NY 10005
Age: 40
  Treasurer   Since 1997   Managing Director, Goldman Sachs (November 2003-Present) and Vice President, Goldman Sachs (July 1995-November 2003).

Treasurer—Goldman Sachs Mutual Fund Complex (registered investment companies).

Howard B. Surloff
One New York Plaza
37th Floor
New York, NY 10004
Age: 39
  Secretary   Since 2001   Managing Director, Goldman Sachs (November 2002-Present); Associate General Counsel, Goldman Sachs and General Counsel to the U.S. Funds Group (December 1997-Present).

Secretary—Goldman Sachs Mutual Fund Complex (registered investment companies) (2001-Present) and Assistant Secretary prior thereto.

 
1
Officers hold office at the pleasure of the Board of Trustees or until their successors are duly elected and qualified. Each officer holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
*
Represents a partial list of officers of the Trust. Additional information about all the officers is available in the Funds’ Statement of Additional Information which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States): 1-800-292-4726.
 
20


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

Goldman Sachs Variable Insurance Trust Capital Growth Fund — Tax Information (Unaudited)

For the year ended December 31, 2004, 100% of the dividends paid from net investment company taxable income by the Fund qualify for the dividends received deduction available to corporations.

 
21


 

     
TRUSTEES
  OFFICERS
Ashok N. Bakhru, Chairman
  Kaysie P. Uniacke, President
John P. Coblentz, Jr.
  James A. Fitzpatrick, Vice President
Patrick T. Harker
  James A. McNamara, Vice President
Mary Patterson McPherson
  John M. Perlowski, Treasurer
Alan A. Shuch
  Howard B. Surloff, Secretary
Wilma J. Smelcer
   
Richard P. Strubel
   
Kaysie P. Uniacke
   
GOLDMAN, SACHS & CO.
Distributor and Transfer Agent
   
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Adviser
Visit our internet address: www.gs.com/funds to obtain the most recent month-end returns.
The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, 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 Fund. 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 Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the 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 Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“the Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’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. 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).
This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus for the Fund. Please consider the Fund’s objectives, risks and charges and expenses, and read the Prospectus carefully before investing.
Holdings are as of December 31, 2004 and are subject to change in the future. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities.
The Fund is subject to the risk of rising and falling stock prices. In recent years, the U.S. stock market has experienced substantial price volatility.
    Toll Free (in U.S.): 800-292-4726
This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman
Sachs Variable Insurance Trust: Capital Growth Fund.
 
© Copyright 2005 Goldman, Sachs & Co. All rights reserved. Date of first use: February 18, 2005
 
VITCGAR    


 

Goldman
Sachs Variable Insurance Trust
GOLDMAN SACHS ASSET MANAGEMENT, L.P. 32 OLD SLIP, NEW YORK, NEW YORK 10005
Mid Cap Value Fund
 
Annual Report
December 31, 2004
 


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 

Shareholder Letter

Dear Shareholders:

This report provides an overview on the performance of the Goldman Sachs Variable Insurance Trust – Mid Cap Value Fund during the one-year reporting period that ended December 31, 2004.

Market Review

For the first time since 1999, the broad U.S. equity markets posted positive returns in consecutive years. With the overhang of the U.S. Presidential election finally removed, much of the market’s gains for 2004 came in the fourth quarter of the year. Throughout the reporting period, industry headlines centered on oil prices and high profile investigations conducted by New York Attorney General Eliot Spitzer and other law enforcement and regulatory agencies. On the economic front, improving trends further bolstered investor sentiment, as job growth appeared to gain traction, while inflation remained at a moderate rate.

Investment Objective

The Fund seeks long-term capital appreciation.

Portfolio Composition

Top 10 Portfolio Holdings as of December 31, 2004*

             
% of
Company Business Net Assets



iStar Financial, Inc. 
  REITS     2.9 %
PPL Corp. 
  Electrical Utilities     2.9  
Abercrombie & Fitch Co. 
  Retail Apparel     2.7  
The Williams Companies, Inc. 
  Diversified Energy     2.4  
Regions Financial Corp. 
  Regional Banks     2.2  
Lennar Corp. 
  Construction     2.2  
EOG Resources, Inc. 
  Energy Resources     2.1  
Activision, Inc. 
  Computer Software     2.1  
AGL Resources, Inc. 
  Gas Utilities     2.0  
M&T Bank Corp. 
  Regional Banks     1.9  

* Opinions expressed in this report represent our present opinions only. Reference to individual securities should not be construed as a commitment that such securities will be retained in the Fund. From time to time, the Fund may change the individual securities it holds, the number or types of securities held and the markets in which it invests. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. References to individual securities do not constitute a recommendation to the investor to buy, hold or sell such securities. In addition, references to past performance of the Fund do not indicate future returns, which are not guaranteed and will vary. Furthermore, the value of shares of the Fund may fall as well as rise.

 
1


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND
 
Shareholder Letter (continued)

Performance Review

Over the one-year period that ended December 31, 2004, the Fund generated a cumulative total return of 25.88%. Over the same time period, the Fund’s benchmark, the Russell Midcap Value Index (with dividends reinvested) generated a cumulative total return of 23.71%. Stock selection was strongest in the Healthcare, Financial, and Industrial sectors, while investments in Utilities, Services, and REITs generated more modest gains.

Top contributors to performance included Abercrombie & Fitch Co. in Consumer Cyclicals, Activision, Inc. in Technology, and The Williams Companies, Inc. in Energy. Abercrombie & Fitch benefited from changes in its merchandising strategies earlier in the year. Activision, a video game maker/ marketer, increased its earnings outlook for 2005 and reported better-than-expected holiday sales. Williams Companies, the one-time troubled natural gas firm, announced further progress in its debt-reduction efforts and increased its dividend for the first time in two years. The dividend increase and its magnitude, from one cent to five cents, signaled to investors the near completion of its multi-year restructuring program.

One of the Fund’s largest detractors from performance was Ditech Communications Corp. The telecom equipment supplier reported earnings that fell short of high revenue expectations due to an order disruption in Asia and soft demand in North America. The company’s management, which we consider conservative, also guided revenue forecasts to more achievable levels. We continue to hold Ditech Communications, and even added to the Fund’s position in the fourth quarter of 2004.

As in the past, we thank you for your continued confidence.

Goldman Sachs Value Portfolio Management Team

January 19, 2005

 
2


 

 
 
 
GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 

SECTOR ALLOCATION AS OF DECEMBER 31, 2004

Percentage of Portfolio Investments

† The Fund is actively managed and, as such, its composition may differ over time. The percentage shown for each investment category reflects the value of investments in that category as a percentage of market value (excluding repurchase agreements, securities lending collateral and cash).

This Sector Allocation chart is provided for your reference. This new information has been included in response to recent rule and form amendments made by the Securities and Exchange Commission.

 
3


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

Performance Summary

December 31, 2004

The following graph shows the value as of December 31, 2004, of a $10,000 investment made on May 1, 1998 (commencement of operations). For comparative purposes, the performance of the Fund’s benchmark, the Russell Mid Cap Value Index (with dividends reinvested), is shown. This performance data represents past performance and should not be considered indicative of future performance which will fluctuate with changes in market conditions. These performance fluctuations will cause an investor’s shares, when redeemed, to be worth more or less than their original cost. Performance reflects Fund level expenses but does not reflect fees and expenses associated with any variable annuity contract or variable life insurance policy that uses the Fund as an investment option for any contract or policy. Had performance reflected all of those fees and expenses, performance would have been reduced. Performance also would have been reduced had expense limitations not been in effect. In addition to the investment adviser’s decisions regarding issuer/industry/country investment selection and allocation, other factors may affect Fund performance. These factors include, but are not limited to, Fund operating fees and expenses, portfolio turnover, and subscription and redemption cash flows affecting a Fund.

Mid Cap Value Fund’s Lifetime Performance

Growth of a $10,000 investment, Distributions Reinvested from May 1, 1998 to December 31, 2004.

                 
Since Inception Five Years One Year

Average Annual Total Return Through December 31, 2004
Mid Cap Value Fund (commenced May 1, 1998)
  10.41%   17.72%   25.88%    

 
4


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 

Statement of Investments

December 31, 2004
                     
Shares Description Value
   
Common Stocks – 97.2%

    Biotechnology – 1.1%
      383,065     MedImmune, Inc.*   $ 10,384,892  
   
    Brokers – 1.1%
      93,952     The Bear Stearns Companies, Inc.     9,612,229  
   
    Chemicals – 3.2%
      926,483     Agrium, Inc.     15,611,239  
      316,080     Rohm and Haas Co.     13,980,218  
                 
 
                  29,591,457  
   
    Computer Hardware – 3.1%
      131,048     CDW Corp.     8,695,035  
      391,455     Ditech Communications Corp.*     5,852,252  
      111,095     Hutchinson Technology, Inc.*     3,840,554  
      214,320     Tech Data Corp.*     9,730,128  
                 
 
                  28,117,969  
   
    Computer Software – 2.1%
      949,287     Activision, Inc.*     19,156,612  
   
    Construction – 2.2%
      353,665     Lennar Corp.@     20,045,732  
   
    Consumer Durables – 1.6%
      82,934     Mohawk Industries, Inc.*     7,567,727  
      147,020     The Stanley Works     7,202,510  
                 
 
                  14,770,237  
   
    Defense/ Aerospace – 1.4%
      324,092     Rockwell Collins, Inc.     12,782,188  
   
    Diversified Energy – 3.6%
      1,366,479     The Williams Companies, Inc.     22,259,943  
      360,429     Western Gas Resources, Inc.     10,542,548  
                 
 
                  32,802,491  
   
    Drugs – 1.5%
      137,540     Charles River Laboratories International, Inc.*     6,328,216  
      219,314     Watson Pharmaceuticals, Inc.*     7,195,692  
                 
 
                  13,523,908  
   
    Electrical Utilities – 8.4%
      147,425     Edison International     4,722,023  
      153,821     Entergy Corp.     10,396,761  
      313,739     FirstEnergy Corp.     12,395,828  
      394,725     PG&E Corp.*     13,136,448  
      87,050     Pinnacle West Capital Corp.     3,865,891  
      497,018     PPL Corp.     26,481,119  
      175,309     Wisconsin Energy Corp.     5,909,666  
                 
 
                  76,907,736  
   
    Energy Resources – 4.1%
      272,302     EOG Resources, Inc.     19,431,471  
      365,391     Patina Oil & Gas Corp.     13,702,162  
      56,915     Peabody Energy Corp.     4,604,993  
                 
 
                  37,738,626  
   
    Environmental & Other Services – 1.0%
      277,692     Republic Services, Inc.     9,313,790  
   
    Food & Beverage – 1.3%
      371,506     Archer-Daniels-Midland Co.     8,288,299  
      141,241     The Pepsi Bottling Group, Inc.     3,819,157  
                 
 
                  12,107,456  
   
    Gas Utilities – 2.0%
      539,875     AGL Resources, Inc.     17,945,445  
   
    Health Insurance – 1.9%
      601,872     Health Net, Inc.*     17,376,045  
   
    Home Products – 2.1%
      253,890     The Clorox Co.     14,961,737  
      90,040     The Estee Lauder Companies, Inc.     4,121,131  
                 
 
                  19,082,868  
   
    Hotel & Leisure – 1.9%
      134,171     Harrah’s Entertainment, Inc.     8,974,698  
      351,474     Hilton Hotels Corp.     7,992,519  
                 
 
                  16,967,217  
   
    Information Services – 0.7%
      810,790     BearingPoint, Inc.*     6,510,644  
   
    Life Insurance – 0.9%
      150,473     Torchmark Corp.     8,598,027  
   
    Media – 2.2%
      510,295     Emmis Communications Corp.*     9,792,561  
      247,289     Lamar Advertising Co.*     10,579,023  
                 
 
                  20,371,584  
   
    Medical Products – 0.3%
      54,365     Hillenbrand Industries, Inc.     3,019,432  
   
    Medical Providers – 0.6%
      726,056     WebMD Corp.*     5,924,617  
   
    Mining – 1.0%
      172,630     Nucor Corp.     9,035,454  
   
    Motor Vehicle – 1.6%
      127,946     Autoliv, Inc.     6,179,792  
      145,072     Lear Corp.     8,850,843  
                 
 
                  15,030,635  
   
    Oil Services – 1.8%
      827,843     Patterson-UTI Energy, Inc.     16,101,546  
   
    Paper & Packaging – 1.3%
      492,378     Packaging Corp. of America     11,595,502  
   
    Parts & Equipment – 3.5%
      170,233     American Standard Companies, Inc.*     7,034,028  
      120,729     Cummins, Inc.     10,115,883  
      204,654     Eaton Corp.     14,808,763  
                 
 
                  31,958,674  
   
 
The accompanying notes are an integral part of these financial statements.

5


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND
 
Statement of Investments (continued)
December 31, 2004
                     
Shares Description Value
   
Common Stocks – (continued)

    Property Insurance – 7.7%
      109,585     AMBAC Financial Group, Inc.   $ 9,000,216  
      154,049     Everest Re Group, Ltd.     13,796,629  
      217,856     PartnerRe Ltd.     13,494,001  
      291,164     RenaissanceRe Holdings Ltd.     15,163,821  
      109,835     The PMI Group, Inc.     4,585,611  
      364,330     Willis Group Holdings Ltd.     14,999,466  
                 
 
                  71,039,744  
   
    Publishing – 0.8%
      281,566     A.H. Belo Corp.     7,388,292  
   
    Regional Banks – 7.3%
      136,709     Commerce Bancshares, Inc.     6,862,792  
      461,897     FirstMerit Corp.     13,159,445  
      256,263     KeyCorp.     8,687,316  
      164,087     M&T Bank Corp.     17,695,142  
      574,495     Regions Financial Corp.     20,446,277  
                 
 
                  66,850,972  
   
    REITS – 8.3%
      379,270     Apartment Investment & Management Co.     14,617,066  
      285,580     Developers Diversified Realty Corp.     12,671,185  
      594,852     iStar Financial, Inc.     26,923,001  
      297,953     Plum Creek Timber Co., Inc.     11,453,313  
      273,200     Prentiss Properties Trust     10,436,240  
                 
 
                  76,100,805  
   
    Restaurants – 1.0%
      200,510     Yum! Brands, Inc.     9,460,062  
   
    Retail Apparel – 6.4%
      526,738     Abercrombie & Fitch Co.     24,730,349  
      264,577     Federated Department Stores, Inc.     15,289,905  
      294,206     J. C. Penney Co., Inc.     12,180,128  
      226,716     Ross Stores, Inc.     6,545,291  
                 
 
                  58,745,673  
   
    Semiconductors – 1.2%
      189,190     Amphenol Corp.*     6,950,841  
      186,626     Power Integrations, Inc.*     3,691,462  
      16,200     Tessera Technologies, Inc.*     602,802  
                 
 
                  11,245,105  
   
    Specialty Financials – 2.9%
      300,200     American Capital Strategies Ltd.@     10,011,670  
      364,301     CIT Group, Inc.     16,692,272  
                 
 
                  26,703,942  
   
    Telephone – 0.7%
      183,294     CenturyTel, Inc.     6,501,438  
   
    Tobacco – 0.8%
      90,545     Reynolds American, Inc.     7,116,837  
   
    Transports – 1.7%
      168,819     Teekay Shipping Corp.     7,108,968  
      154,240     Yellow Roadway Corp.*     8,592,710  
                 
 
                  15,701,678  
   
    Trust/ Processors – 0.9%
      165,275     Northern Trust Corp.     8,029,060  
   
    TOTAL COMMON STOCKS
    (Cost $719,537,024)   $ 891,256,621  
   
                                 
Principal Interest Maturity
Amount Rate Date Value
   
Repurchase Agreement – 3.8%

    Joint Repurchase Agreement Account II^
    $ 34,700,000       2.28 %     01/03/2005     $ 34,700,000  
          Maturity Value  $34,706,593
    (Cost $34,700,000)                
   
    TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL
    (Cost $754,237,024)           $ 925,956,621  
   
                     
Shares Description Value
   
Securities Lending Collateral – 2.7%

      25,090,750     Boston Global Investment Trust — Enhanced Portfolio   $ 25,090,750  
    (Cost $25,090,750)        
   
    TOTAL INVESTMENTS — 103.7%
    (Cost $779,327,774)   $ 951,047,371  
   
 
 * Non-income producing security.
 
 @ All or a portion of security is on loan.
 
 ^ Joint repurchase agreement was entered into on December 31, 2004.

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

             
   
    Investment Abbreviations:
    REIT     Real Estate Investment Trust
   
 
The accompanying notes are an integral part of these financial statements.

6


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 

ADDITIONAL INVESTMENT INFORMATION

JOINT REPURCHASE AGREEMENT ACCOUNT II* — At December 31, 2004, the Mid Cap Value Fund had an undivided interest in the following Joint Repurchase Agreement Account II which equaled $34,700,000 in principal amount.

                             
Principal Interest Maturity Maturity
Repurchase Agreements Amount Rate Date Value

Barclays Capital PLC
  $ 350,000,000       2.28 %   01/03/2005   $ 350,066,500  

Barclays Capital PLC
    400,000,000       2.30     01/03/2005     400,076,667  

Bear Stearns & Co. 
    500,000,000       2.29     01/03/2005     500,095,417  

Greenwich Capital Markets
    400,000,000       2.28     01/03/2005     400,076,000  

J.P. Morgan Chase & Co. 
    364,100,000       2.28     01/03/2005     364,169,179  

Morgan Stanley & Co. 
    300,000,000       2.27     01/03/2005     300,056,750  

UBS LLC
    500,000,000       2.26     01/03/2005     500,094,166  

UBS LLC
    250,000,000       2.28     01/03/2005     250,047,500  

Westdeutsche Landesbank AG
    400,000,000       2.28     01/03/2005     400,076,000  

TOTAL
  $ 3,464,100,000                 $ 3,464,758,179  

  At December 31, 2004, the Joint Repurchase Agreement Account II was fully collateralized by Federal Home Loan Bank, 0.00% to 4.52%, due 03/30/2006 to 08/10/2010; Federal Home Loan Mortgage Association, 0.00% to 11.75%, due 02/01/2005 to 11/01/2035; Federal National Mortgage Association, 0.00% to 11.00%, due 12/15/2005 to 01/01/2035 and Government National Mortgage Association, 6.00%, due 12/15/2033.  
 
The accompanying notes are an integral part of these financial statements.

7


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

Statement of Assets and Liabilities

December 31, 2004
               
 
    Assets:

   
Investment in securities, at value (identified cost $754,237,024)
  $ 925,956,621  
   
Securities lending collateral, at value
    25,090,750  
   
Cash
    54,613  
   
Receivables:
       
     
Fund shares sold
    1,731,575  
     
Investment securities sold
    1,067,262  
     
Dividends and interest
    998,415  
     
Securities lending income
    4,783  
   
   
Total assets
    954,904,019  
   
    Liabilities:

   
Payables:
       
     
Payable upon return of securities loaned
    25,090,750  
     
Investment securities purchased
    8,583,943  
     
Fund shares repurchased
    3,307,664  
     
Amounts owed to affiliates
    629,603  
   
Accrued expenses
    140,757  
   
   
Total liabilities
    37,752,717  
   
    Net Assets:

   
Paid-in capital
    728,849,673  
   
Accumulated undistributed net investment income
    123,988  
   
Accumulated net realized gain on investment transactions
    16,458,044  
   
Net unrealized gain on investments
    171,719,597  
   
   
NET ASSETS
  $ 917,151,302  
   
   
Total shares of beneficial interest outstanding, par value $0.001 (unlimited shares authorized)
    60,005,261  
   
Net asset value, offering and redemption price per share
  $ 15.28  
   
 
The accompanying notes are an integral part of these financial statements.

8


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 

Statement of Operations

For the Year Ended December 31, 2004
             
    Investment income:

   
Dividends(a)
  $ 10,492,809  
   
Interest (including securities lending income of $30,179)
    317,845  
   
   
Total income
    10,810,654  
   
    Expenses:

   
Management fees
    5,607,738  
   
Transfer agent fees
    280,387  
   
Custody and accounting fees
    136,584  
   
Professional fees
    50,666  
   
Printing fees
    40,766  
   
Trustee fees
    14,439  
   
Other
    19,124  
   
   
Total expenses
    6,149,704  
   
   
Less — expense reductions
    (2,745 )
   
   
Net expenses
    6,146,959  
   
   
NET INVESTMENT INCOME
    4,663,695  
   
    Realized and unrealized gain on investment transactions:

   
Net realized gain from investment transactions
    96,038,101  
   
Net increase from payment by affiliates to reimburse certain brokerage commissions
    4,488  
   
Net change in unrealized gain on investments
    71,810,943  
   
   
Net realized and unrealized gain on investment transactions
    167,853,532  
   
   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
  $ 172,517,227  
   

(a)   Foreign taxes withheld on dividends were $13,726.

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

9


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

Statements of Changes in Net Assets

                     
For the For the
Year Ended Year Ended
December 31, 2004 December 31, 2003
 
    From operations:

   
Net investment income
  $ 4,663,695     $ 4,414,044  
   
Net realized gain on investment transactions
    96,038,101       15,687,799  
   
Net increase from payment by affiliates to reimburse certain brokerage commissions
    4,488        
   
Net change in unrealized gain on investments
    71,810,943       97,691,989  
   
   
Net increase in net assets resulting from operations
    172,517,227       117,793,832  
   
    Distributions to shareholders:

   
From net investment income
    (4,829,536 )     (4,441,591 )
   
From net realized gain on investment transactions
    (77,536,102 )     (5,830,111 )
   
   
Total distributions to shareholders
    (82,365,638 )     (10,271,702 )
   
    From share transactions:

   
Proceeds from sales of shares
    221,280,141       161,701,075  
   
Reinvestment of dividends and distributions
    82,365,638       10,271,702  
   
Cost of shares repurchased
    (54,569,105 )     (59,108,989 )
   
   
Net increase in net assets resulting from share transactions
    249,076,674       112,863,788  
   
   
TOTAL INCREASE
    339,228,263       220,385,918  
   
    Net assets:

   
Beginning of year
    577,923,039       357,537,121  
   
   
End of year
  $ 917,151,302     $ 577,923,039  
   
   
Accumulated undistributed net investment income
  $ 123,988     $  
   
    Summary of share transactions:

   
Shares sold
    15,134,517       14,040,664  
   
Shares issued on reinvestment of dividends and distributions
    5,458,182       788,917  
   
Shares repurchased
    (3,828,587 )     (5,300,708 )
   
   
NET INCREASE
    16,764,112       9,528,873  
   
 
The accompanying notes are an integral part of these financial statements.

10


 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Year
                                                                                                                                 
Income (loss) from Ratios assuming no
investment operations Distributions to shareholders expense reductions



Net Ratio of Ratio of Ratio of
Net asset realized From Net asset Net assets Ratio of net investment total net investment
value, Net and Total from From net net value, at end net expenses income expenses income Portfolio
beginning investment unrealized investment investment realized Total end of Total of year to average to average to average to average turnover
of year income(b) gain (loss) operations income gain distributions year return(a) (in 000s) net assets net assets net assets net assets rate
 
    For the Years Ended December 31,

    2004   $ 13.37     $ 0.10     $ 3.34     $ 3.44     $ (0.09 )   $ (1.44 )   $ (1.53 )   $ 15.28       25.88 %   $ 917,151       0.88 %     0.67 %     0.88 %     0.67 %     72 %    
    2003     10.61       0.12       2.89       3.01       (0.11 )     (0.14 )     (0.25 )     13.37       28.39       577,923       0.91       1.02       0.91       1.02       64      
    2002     11.29       0.14       (0.67 )     (0.53 )     (0.12 )     (0.03 )     (0.15 )     10.61       (4.69 )     357,537       0.91       1.20       0.91       1.20       95      
    2001     10.67       0.14       1.14       1.28       (0.11 )     (0.55 )     (0.66 )     11.29       12.05       243,521       0.93       1.27       0.94       1.26       82      
    2000     8.42       0.15       2.45       2.60       (0.08 )     (0.27 )     (0.35 )     10.67       31.07       101,657       1.04       1.60       1.22       1.42       101      
   
(a)  Assumes investment at the net asset value at the beginning of the year, reinvestment of all distributions and a complete redemption of the investment at the net asset value at the end of the year.
(b)  Calculated based on the average shares outstanding methodology.

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

 
 
11


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

Notes to Financial Statements

December 31, 2004

1. ORGANIZATION

Goldman Sachs Variable Insurance 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 Mid Cap Value Fund (the “Fund”). The Fund is a diversified portfolio under the Act.
     Shares of the Trust may be purchased and held by separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Trust are not offered directly to the general public.

2. SIGNIFICANT ACCOUNTING POLICIES

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

A. Investment Valuation — Investments in securities 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, 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 and debt 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 are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or deemed to be inaccurate 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 recorded 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 which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted.

C. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on ex-dividend date. Income distributions and capital gains distributions, if any, are declared and paid annually.

     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain on investment transactions, or from paid-in-capital.
     In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, an equity REIT’s cash flow will exceed its taxable income. The REIT may distribute this excess cash to offer a more competitive yield. This portion of the distribution is deemed a return of capital, and is generally not taxable to shareholders.

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

E. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions,

 
12


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 
 
 
 
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
the Fund is required to segregate liquid assets on the accounting records equal to or greater than the market value of the corresponding transactions.

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

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

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 Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees.
     As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, at an annual rate equal to 0.80% of the average daily net assets of the Fund.
     GSAM has voluntarily agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Transfer Agent fees and expenses, taxes, interest, brokerage fees, litigation and indemnification costs, shareholder meeting and other extraordinary expenses) to the extent that such expenses exceed, on an annual basis, 0.25% of the average daily net assets of the Fund. GSAM may waive or modify the expense limitation for the Fund, at its discretion, at anytime. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. For the year ended December 31, 2004, GSAM made no reimbursements to the Fund.
     In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. For the year ended December 31, 2004, custody fees were reduced by approximately $3,000.
     Goldman Sachs also serves as the transfer agent of the Fund for a fee. The fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate of 0.04% of the average daily net assets of the Fund. Goldman Sachs serves as the distributor of the Fund’s shares at no cost to the Fund.
     At December 31, 2004, the amounts owed to affiliates were approximately $600,000 and $30,000 for Management and Transfer Agent fees, respectively.

4. PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds of sales and maturities of long term securities for the year ended December 31, 2004, were $668,474,040 and $494,043,163, respectively. For the year ended December 31, 2004, Goldman Sachs earned approximately $50,500 of brokerage commissions from portfolio transactions, executed on behalf of the Fund.
     GSAM voluntarily made a one-time reimbursement of approximately $4,800 to the Fund for certain brokerage commissions, including interest, paid by the Fund over the course of several years.
 
13


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND
 
Notes to Financial Statements (continued)
December 31, 2004

5. SECURITIES LENDING

Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through its securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the year ended December 31, 2004, is reported parenthetically on the Statement of Operations. A portion of this amount, $451, represents compensation earned by the Fund from lending its securities to Goldman Sachs. For the year ended December 31, 2004, BGA earned $5,325 in fees as securities lending agent. At December 31, 2004, the Fund loaned securities having a market value of $24,411,290 collateralized by cash in the amount of $25,090,750. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

6 LINE OF CREDIT FACILITY

The Fund participates in a $350,000,000 committed, unsecured revolving line of credit facility. Under the most restrictive arrangement, the Fund must own securities having a market value in excess of 300% (400% prior to May 26, 2004) of the 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. This committed facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. During the year ended December 31, 2004, the Fund did not have any borrowings under this facility.

7. ADDITIONAL TAX INFORMATION

The tax character of distributions paid during the fiscal years ended December 31, 2004 and December 31, 2003 were as follows:
                 
For the year ended December 31,

2004 2003

Distributions paid from:
               
Ordinary income
  $ 36,189,251     $ 5,595,351  
Net long-term capital gains
    46,176,387       4,676,351  

Total taxable distributions
  $ 82,365,638     $ 10,271,702  

 
14


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 
 
 
 
7. ADDITIONAL TAX INFORMATION (continued)
     As of December 31, 2004, the components of accumulated earnings on a tax basis were as follows:
         
Undistributed ordinary income — net
  $ 5,970,416  
Undistributed long-term capital gains
    11,077,822  

Total undistributed earnings
  $ 17,048,238  
Timing differences (related to the recognition of certain REIT dividends for tax purposes)
    123,988  
Unrealized gains — net
    171,129,403  

Total accumulated earnings — net
  $ 188,301,629  

     At December 31, 2004, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes was as follows:
         
Tax cost
  $ 779,917,968  

Gross unrealized gain
    174,692,158  
Gross unrealized loss
    (3,562,755 )

Net unrealized security gain
  $ 171,129,403  

The difference between book-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales and return of capital distributions from underlying fund investments.

8. CERTAIN RECLASSIFICATIONS

In order to present certain components of the Fund’s capital accounts on a tax basis, certain reclassifications have been recorded to the Fund’s accounts. The Fund reclassified $289,829 from accumulated net realized gain on investment transactions to accumulated undistributed net investment income. This reclassification has no impact on the net asset value of the Fund. Reclassifications result primarily from the difference in the tax treatment of dividend redesignations.
 
15


 

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees
Goldman Sachs Variable Insurance Trust

We have audited the accompanying statement of assets and liabilities of Goldman Sachs Mid Cap Value Fund (one of the funds comprising the Goldman Sachs Variable Insurance Trust) (the “Fund”), including the statement of investments, as of December 31, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2004, by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Goldman Sachs Mid Cap Value Fund at December 31, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

  -s- ERNST & YOUNG LLP

New York, New York
February 9, 2005
 
16


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 

Fund Expenses (Unaudited) — Six Month Period Ended December 31, 2004

            As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the 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 July 1, 2004 through December 31, 2004.  

  Actual Expenses — The first line of 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 of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund 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. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges (loads), redemption fees, or exchange fees, but shareholders of other funds may incur such costs. 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 whose shareholders may incur transaction costs.  

                         

Expenses Paid
Beginning Ending for the
Account Account 6 months
Value Value ended
7/1/04 12/31/04 12/31/04*

Actual
  $ 1,000     $ 1,140.30     $ 4.75  
Hypothetical 5% return
    1,000       1,020.70 +     4.48  

  Expenses are calculated using the Fund’s annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six months ended December 31, 2004. Expenses are calculated by multiplying the annualized expense ratio by the average account value for such 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 calendar year. Expense ratios for the most recent fiscal half year may differ from expense ratios based on one-year data in the Financial Highlights. The annualized net expense ratio for the period was 0.88%.  

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

 
17


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

Trustees and Officers (Unaudited)

Independent Trustees
                     
Number of
Term of Portfolios in
Position(s) Office and Fund Complex Other
Name, Held with Length of Principal Occupation(s) Overseen by Directorships
Address and Age1 the Trust2 Time Served3 During Past 5 Years Trustee4 Held by Trustee5

Ashok N. Bakhru
Age: 62
  Chairman & Trustee   Since 1991   President, ABN Associates (July 1994-March 1996 and November 1998-Present); Executive Vice President—Finance and Administration and Chief Financial Officer, Coty Inc. (manufacturer of fragrances and cosmetics) (April 1996-November 1998); Director of Arkwright Mutual Insurance Company (1984-1999); Trustee of International House of Philadelphia (program center and residential community for students and professional trainees from the United States and foreign countries) (1989-Present); Member of Cornell University Council (1992-Present); Trustee of the Walnut Street Theater (1992-Present); Trustee, Scholarship America (1998-Present); Director, Private Equity Investors—III and IV (November 1998-Present), and Equity-Limited Investors II (April 2002-Present); and Chairman, Lenders Service Inc. (provider of mortgage lending services) (2000-2003).

Chairman of the Board and Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

John P. Coblentz, Jr.
Age: 63
  Trustee   Since 2003   Partner, Deloitte & Touche LLP (June 1975-May 2003).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Patrick T. Harker
Age: 46
  Trustee   Since 2000   Dean and Reliance Professor of Operations and Information Management, The Wharton School, University of Pennsylvania (February 2000-Present); Interim and Deputy Dean, The Wharton School, University of Pennsylvania (July 1999-Present); and Professor and Chairman of Department of Operations and Information Management, The Wharton School, University of Pennsylvania (July 1997-August 2000).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Mary P. McPherson
Age: 69
  Trustee   Since 1997   Vice President, The Andrew W. Mellon Foundation (provider of grants for conservation, environmental and educational purposes) (October 1997-Present); Director, Smith College (1998-Present); Director, Josiah Macy, Jr. Foundation (health educational programs) (1977-Present); Director, Philadelphia Contributionship (insurance) (1985-Present); Director Emeritus, Amherst College (1986-1998); Director, The Spencer Foundation (educational research) (1993-February 2003); member of PNC Advisory Board (banking) (1993-1998); and Director, American School of Classical Studies in Athens (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Wilma J. Smelcer
Age: 55
  Trustee   Since 2001   Chairman, Bank of America, Illinois (banking) (1998-January 2001); and Governor, Board of Governors, Chicago Stock Exchange (national securities exchange) (April 2001-April 2004).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   Lawson Products Inc. (distributor of industrial products).

Richard P. Strubel
Age: 65
  Trustee   Since 1987   Vice Chairman and Director, Unext, Inc. (provider of educational services via the internet) (2003-Present); President, COO and Director, Unext, Inc. (1999-2003); Director, Cantilever Technologies, Inc. (a private software company) (1999-Present); Trustee, The University of Chicago (1987-Present); and Managing Director, Tandem Partners, Inc. (management services firm) (1990-1999).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   Gildan Activewear Inc. (an activewear clothing marketing and manufacturing company); Unext, Inc. (provider of educational services via the internet); Northern Mutual Fund Complex (53 Portfolios).

 
18


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 

Interested Trustees (Unaudited)

                     
Number of
Term of Portfolios in
Position(s) Office and Fund Complex Other
Name, Held with Length of Principal Occupation(s) Overseen by Directorships
Address and Age1 the Trust2 Time Served3 During Past 5 Years Trustee4 Held by Trustee5

*Alan A. Shuch
Age: 55
  Trustee   Since 1990   Advisory Director—GSAM (May 1999-Present); Consultant to GSAM (December 1994-May 1999); and Limited Partner, Goldman Sachs (December 1994-May 1999).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

*Kaysie P. Uniacke
Age: 43
  Trustee
&
President
  Since 2001

Since 2002
  Managing Director, GSAM (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).

President—Goldman Sachs Mutual Fund Complex (2002- Present) (registered investment companies).

Assistant Secretary—Goldman Sachs Mutual Fund Complex (1997-2002) (registered investment companies).
  63   None

 
*
These persons are considered to be “Interested Trustees” because they hold positions with Goldman Sachs and own securities issued by The Goldman Sachs Group, Inc. Each Interested Trustee holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
1
Each Trustee may be contacted by writing to the Trustee, c/o Goldman Sachs, One New York Plaza, 37th Floor, New York, New York, 10004, Attn: Howard B. Surloff.
2
The Trust is a successor to a Massachusetts business trust that was combined with the Trust on April 30, 1997.
3
Each Trustee holds office for an indefinite term until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board of Trustees or shareholders, in accordance with the Trust’s Declaration of Trust; (c) the date the Trustee attains the age of 72 years (in accordance with the current resolutions of the Board of Trustees, which may be changed by the Trustees without shareholder vote); or (d) the termination of the Trust.
4
The Goldman Sachs Mutual Fund Complex consists of the Trust and Goldman Sachs Variable Insurance Trust. As of December 31, 2004, the Trust consisted of 57 portfolios, including the Funds described in this Annual Report, and Goldman Sachs Variable Insurance Trust consisted of 6 portfolios.
5
This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the Act.

Additional information about the Trustees is available in the Funds’ Statement of Additional Information which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States of America): 1-800-292-4726

 
19


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND
 
 
Trustees and Officers (Unaudited) (continued)

Officers of the Trust*

             
Term of
Office and
Position(s) Held Length of
Name, Address And Age With the Trust Time Served1 Principal Occupation(s) During Past 5 Years

Kaysie P. Uniacke
32 Old Slip
New York, NY 10005
Age: 43
  President &
Trustee
  Since 2002

Since 2001
  Managing Director, GSAM (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).

President—Goldman Sachs Mutual Fund Complex (registered investment companies).

Assistant Secretary—Goldman Sachs Mutual Fund Complex (1997-2002) (registered investment companies).

James A. Fitzpatrick
4900 Sears Tower
Chicago, IL 60606
Age: 44
  Vice President   Since 1997   Managing Director, Goldman Sachs (October 1999-Present); and Vice President of GSAM (April 1997-December 1999).

Vice President—Goldman Sachs Mutual Fund Complex (registered investment companies).

James A. McNamara
32 Old Slip
New York, NY 10005
Age: 42
  Vice President   Since 2001   Managing Director, Goldman Sachs (December 1998-Present); Director of Institutional Fund Sales, GSAM (April 1998-December 2000); and Senior Vice President and Manager, Dreyfus Institutional Service Corporation (January 1993-April 1998).

Vice President—Goldman Sachs Mutual Fund Complex (registered investment companies).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies) (December 2002-May 2004).

John M. Perlowski
32 Old Slip
New York, NY 10005
Age: 40
  Treasurer   Since 1997   Managing Director, Goldman Sachs (November 2003-Present) and Vice President, Goldman Sachs (July 1995-November 2003).

Treasurer—Goldman Sachs Mutual Fund Complex (registered investment companies).

Howard B. Surloff
One New York Plaza
37th Floor
New York, NY 10004
Age: 39
  Secretary   Since 2001   Managing Director, Goldman Sachs (November 2002-Present); Associate General Counsel, Goldman Sachs and General Counsel to the U.S. Funds Group (December 1997-Present).

Secretary—Goldman Sachs Mutual Fund Complex (registered investment companies) (2001-Present) and Assistant Secretary prior thereto.

 
1
Officers hold office at the pleasure of the Board of Trustees or until their successors are duly elected and qualified. Each officer holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
*
Represents a partial list of officers of the Trust. Additional information about all the officers is available in the Funds’ Statement of Additional Information which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States): 1-800-292-4726.
 
20


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 

Goldman Sachs Variable Insurance Trust Mid Cap Value Fund — Tax Information (Unaudited)

For the year ended December 31, 2004, 20.06% of the dividends paid from net investment company taxable income by the Fund qualify for the dividends received deduction available to corporations.

Pursuant to Section 852 of the Internal Revenue Code, the Fund designates $46,176,387 as capital gain dividends paid during the year ended December 31, 2004.

 
21


 

     
TRUSTEES
  OFFICERS
Ashok N. Bakhru, Chairman
  Kaysie P. Uniacke, President
John P. Coblentz, Jr.
  James A. Fitzpatrick, Vice President
Patrick T. Harker
  James A. McNamara, Vice President
Mary Patterson McPherson
  John M. Perlowski, Treasurer
Alan A. Shuch
  Howard B. Surloff, Secretary
Wilma J. Smelcer
   
Richard P. Strubel
   
Kaysie P. Uniacke
   
GOLDMAN, SACHS & CO.
Distributor and Transfer Agent
   
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Adviser
Visit our internet address: www.gs.com/funds to obtain the most recent month-end returns.
The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, 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 Fund. 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 Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the 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 Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“the Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’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. 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).
This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus for the Fund. Please consider the Fund’s objectives, risks and charges and expenses, and read the Prospectus carefully before investing.
Holdings are as of December 31, 2004 and are subject to change in the future. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities.
The Fund is subject to the risk of rising and falling stock prices. In recent years, the U.S. stock market has experienced substantial price volatility.
    Toll Free (in U.S.): 800-292-4726
This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman
Sachs Variable Insurance Trust: Mid Cap Value Fund.
 
© Copyright 2005 Goldman, Sachs & Co. All rights reserved. Date of first use: February 18, 2005
 
VITMIDCAPAR    


 

Goldman
Sachs Variable Insurance Trust
GOLDMAN SACHS ASSET MANAGEMENT, L.P. 32 OLD SLIP, NEW YORK, NEW YORK 10005
International Equity Fund
 
Annual Report
December 31, 2004
 


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 

Shareholder Letter

Dear Shareholders:

This report provides an overview on the performance of the Goldman Sachs Variable Insurance Trust – International Equity Fund during the one-year reporting period that ended December 31, 2004.

Market Overview

U.S. investors in international equity markets were rewarded with strong returns in 2004 given the weakening dollar and significant returns in Asia (excluding Japan). The performance of international sectors diverged dramatically over the past year. Higher risk areas, especially the Information Technology sector, performed poorly as interest rates rose and corporate earnings growth moderated. However, Information Technology was one of the strongest performing sectors at the end of 2004. The Healthcare sector demonstrated significant weakness in the latter part of 2004. This was due to increased regulatory risk and the threat of generic drugs to pharmaceutical companies.

In contrast, the Energy sector dramatically outperformed the market over the fiscal year. This was a result of the significant rise in the price of oil in 2004. The international equity markets gained momentum in November and December of 2004, on the back of a drop in energy prices from their record high levels and a clear victor in the U.S. Presidential election.

Investment Objective

The Fund seeks long-term capital appreciation.

Portfolio Composition

Top 10 Portfolio Holdings as of December 31, 2004*

                 
% of Net
Company Country Business Assets




Vodafone Group PLC
  United Kingdom   Telecommunication Services     5.1 %
Nestle SA
  Switzerland   Food, Beverage & Tobacco     3.6  
Total Fina Elf SA Class B
  France   Energy     3.5  
GlaxoSmithKline PLC
  United Kingdom   Pharmaceuticals & Biotechnology     3.4  
Novartis AG
  Switzerland   Pharmaceuticals & Biotechnology     3.2  
Zurich Financial Services AG
  Switzerland   Insurance     3.0  
Banco Bilbao Vizcaya Argentaria SA
  Spain   Banks     3.0  
WPP Group PLC
  United Kingdom   Media     3.0  
LVMH Moet Hennessy Louis Vuitton SA
  France   Consumer Durables & Apparel     2.9  
Hyundai Motor Co. GDR
  South Korea   Automobiles & Components     2.6  

* Opinions expressed in this report represent our present opinions only. Reference to individual securities should not be construed as a commitment that such securities will be retained in the Fund. From time to time, the Fund may change the individual securities it holds, the number or types of securities held and the markets in which it invests. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. References to individual securities do not constitute a recommendation to the investor to buy, hold or sell such securities. In addition, references to past performance of the Fund do not indicate future returns, which are not guaranteed and will vary. Furthermore, the value of shares of the Fund may fall as well as rise.

 
1


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND
 
Shareholder Letter (continued)

Performance Review

Over the one-year period that ended December 31, 2004, the Fund generated a cumulative total return of 13.48%. Over the same time period, the Fund’s benchmark, the Morgan Stanley Capital International (“MSCI”) Europe, Australasia and Far East (“EAFE”) Index (unhedged with dividends reinvested), generated a cumulative total return of 20.70%.

In 2004, we saw a continued trend where larger, higher quality companies that weathered the difficult markets of 2001 and 2002 did not participate in the market rally of 2003 and 2004 as much as their more cyclical, smaller, highly leveraged peers. Our stock selection process, which has a bias towards high quality companies that should outperform over the market cycle, was therefore a leading contributor to the Fund’s underperformance. In addition, the Fund’s underweight to the strong performing Energy sector hurt results.

On the stock specific level, Yukos, Russia’s largest oil company, was the largest detractor from performance during the reporting period. We originally established a position in Yukos due to its attractive valuation and strong production growth prospects. We believed that Yukos possessed extensive reserves and had an excellent growth profile. These qualities made it a more attractive investment than a number of the major western oil companies that had been suffering from declining reserves, poor reserve replacement ratios, and rising production costs. Unfortunately, the Russian government’s ongoing attempts to extract large tax penalties from the company caused the position to detract meaningfully from performance. As part of this campaign, the Russian authorities froze Yukos’ assets, making it difficult for the company to settle this liability. In November of 2004, the already weak shares of Yukos traded down significantly after the company received additional tax claims totaling $9 billion. This brought Yukos’ total tax liability to $14 billion, a value greater than the approximate market value of the company. In light of this news, we accelerated our liquidation process and the stock is no longer held in the portfolio.

Another stock that hurt results was Nokia Corp., the world’s largest mobile telephone manufacturer. The competitive environment for Nokia products has become more intense. Nokia’s ability to execute its business strategy also deteriorated, resulting in lower margins and a reduced ability to sustain its historically high margins relative to the industry. We eliminated the position in the third quarter of 2004 as we believed the company’s earnings power had been impaired relative to its historical achievements and that its fair value was below the then current market price.

Conversely, Esprit Holdings Ltd., a Hong Kong-based clothing manufacturer, outperformed the market as it announced better-than-expected earnings for the duration of the year. Esprit demonstrated robust growth in the German market and began to show signs later in the year of penetration in the U.S.

We thank you for your investment and look forward to serving your investment needs in the future.

Goldman Sachs International Equity Portfolio Management Team

January 19, 2005

 
2


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 

Performance Summary
December 31, 2004

The following graph shows the value as of December 31, 2004, of a $10,000 investment made on January 12, 1998 (commencement of operations). For comparative purposes, the performance of the Fund’s benchmark, the Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East (EAFE) Index (“MSCI EAFE Index”) (unhedged) (with dividends reinvested), is shown. This performance data represents past performance and should not be considered indicative of future performance which will fluctuate with changes in market conditions. These performance fluctuations will cause an investor’s shares, when redeemed, to be worth more or less than their original cost. Performance reflects Fund level expenses but does not reflect fees and expenses associated with any variable annuity contract or variable life insurance policy that uses the Fund as an investment option for any contract or policy. Had performance reflected all of those fees and expenses, performance would have been reduced. Performance also would have been reduced had expense limitations not been in effect. In addition to the investment adviser’s decisions regarding issuer/ industry/ country investment selection and allocation, other factors may affect Fund performance. These factors include, but are not limited to, Fund operating fees and expenses, portfolio turnover, and subscription and redemption cash flows affecting a Fund.

International Equity Fund’s Lifetime Performance

Growth of a $10,000 investment, Distributions Reinvested from January 12, 1998 to December 31, 2004.

(PERFORMANCE GRAPH)

                 
Since Inception Five Years One Year

Average Annual Total Return Through December 31, 2004
International Equity Fund (commenced January 12, 1998)
  4.30%   -3.25%   13.48%    

 
3


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND

Statement of Investments
December 31, 2004
                     
Shares Description Value
   
Common Stocks – 99.0%

    France – 15.9%
      32,097     Cap Gemini SA* (Software & Services)   $ 1,023,965  
      26,084     L’Oreal SA (Household & Personal Products)     1,971,396  
      41,409     LVMH Moet Hennessy Louis Vuitton SA (Consumer Durables & Apparel)     3,159,017  
      77,531     Pages Jaunes*@ (Media)     1,873,424  
      44,727     PSA Peugeot Citroen (Automobiles & Components)     2,825,855  
      37,733     Schneider Electric SA (Capital Goods)     2,614,231  
      17,603     Total Fina Elf SA Class B@ (Energy)     3,839,536  
                 
 
                  17,307,424  
   
    Germany – 6.0%
      23,805     Bayerische Motoren Werke (BMW) AG@ (Automobiles & Components)     1,070,430  
      44,534     Deutsche Boerse AG* (Diversified Financials)     2,673,131  
      9,591     SAP AG (Software & Services)     1,693,905  
      13,624     Schering AG (Pharmaceuticals & Biotechnology)     1,010,507  
                 
 
                  6,447,973  
   
    Greece – 1.3%
      51,980     OPAP SA (Hotels Restaurants & Leisure)     1,430,833  
   
    Hong Kong – 7.0%
      290,320     Dah Sing Banking Group Ltd. (Banks)     601,347  
      147,713     Dah Sing Financial Group (Banks)     1,146,873  
      408,000     Esprit Holdings Ltd. (Retailing)     2,465,927  
      604,000     Techtronic Industries Co. Ltd. (Consumer Durables & Apparel)     1,320,292  
      294,000     Wing Hang Bank Ltd. (Banks)     2,066,035  
                 
 
                  7,600,474  
   
    Italy – 2.5%
      575,158     Banca Intesa SpA (Banks)     2,752,407  
   
    Japan – 13.2%
      67,400     Credit Saison Co. Ltd. (Diversified Financials)     2,459,224  
      77,500     Konica Minolta Holdings, Inc. (Technology Hardware & Equipment)     1,031,808  
      134     Millea Holdings, Inc. (Insurance)     1,991,603  
      222,000     Mitsui Fudosan Co. Ltd. (Real Estate)     2,696,843  
      5,000     OBIC Co. Ltd. (Software & Services)     990,812  
      94,000     RICOH Co. Ltd.@ (Technology Hardware & Equipment)     1,816,706  
      46,100     Shin-Etsu Chemical Co. Ltd. (Materials)     1,890,661  
      17,780     USS Co. Ltd. (Retailing)     1,489,242  
                 
 
                  14,366,899  
   
    Netherlands – 4.9%
      62,335     European Aeronautic Defence & Space Co.@ (Capital Goods)     1,801,270  
      58,581     ING Groep NV (Diversified Financials)     1,764,353  
      57,634     VNU NV (Media)     1,692,739  
                 
 
                  5,258,362  
   
    Norway – 2.1%
      249,092     Telenor ASA (Telecommunication Services)     2,254,325  
   
    Russia – 0.6%
      4,800     Mobile Telesystems ADR (Telecommunication Services)     664,848  
   
    South Korea – 3.7%
      108,830     Hyundai Motor Co. GDR†@ (Automobiles & Components)     2,829,580  
      1,000     Samsung Electronics Co. Ltd. GDR† (Semiconductors & Semiconductor Equipment)     219,000  
      4,400     Samsung Electronics Co. Ltd. GDR (Semiconductors & Semiconductor Equipment)     965,519  
                 
 
                  4,014,099  
   
    Spain – 3.0%
      184,423     Banco Bilbao Vizcaya Argentaria SA (Banks)     3,257,521  
   
    Sweden – 4.6%
      559,588     Skandia Forsakrings AB (Insurance)     2,773,779  
      704,627     Telefonaktiebolaget LM Ericsson* (Technology Hardware & Equipment)     2,210,956  
                 
 
                  4,984,735  
   
    Switzerland – 11.8%
      52,890     Credit Suisse Group (Diversified Financials)     2,215,789  
      14,873     Nestle SA (Food, Beverage & Tobacco)     3,868,525  
      68,225     Novartis AG (Pharmaceuticals & Biotechnology)     3,421,714  
      19,664     Zurich Financial Services AG (Insurance)     3,263,091  
                 
 
                  12,769,119  
   
    Taiwan – 1.5%
      176,363     Hon Hai Precision Industry Co. Ltd.@ (Technology Hardware & Equipment)     1,663,103  
   
 
The accompanying notes are an integral part of these financial statements.

4


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 
                     
Shares Description Value
   
Common Stocks – (continued)

    United Kingdom – 20.9%
      102,671     British Sky Broadcasting Group PLC (Media)   $ 1,105,390  
      38,926     Carnival PLC (Hotels Restaurants & Leisure)     2,369,900  
      155,445     GlaxoSmithKline PLC (Pharmaceuticals & Biotechnology)     3,641,905  
      143,116     HBOS PLC (Banks)     2,321,231  
      35,864     Man Group PLC (Diversified Financials)     1,009,941  
      237,220     Prudential PLC (Insurance)     2,052,123  
      2,029,920     Vodafone Group PLC (Telecommunication Services)     5,511,257  
      372,851     WM. Morrison Supermarket PLC (Food & Staples Retailing)     1,477,692  
      295,395     WPP Group PLC (Media)     3,232,329  
                 
 
                  22,721,768  
   
    TOTAL COMMON STOCKS
    (Cost $87,758,027)     107,493,890  
   
                                 
Principal Interest Maturity
Amount Rate Date Value
   
Short-Term Obligation – 1.0%

    State Street Bank & Trust Euro Time Deposit
    $ 1,100,000       2.19 %     01/03/2005          
    (Cost $1,100,000)   $ 1,100,000  
   
    TOTAL INVESTMENTS BEFORE SECURITIES
LENDING COLLATERAL
    (Cost $88,858,027)   $ 108,593,890  
   
                     
Shares Description Value
   
Securities Lending Collateral – 6.5%

      7,128,086     Boston Global Investment Trust – Enhanced Portfolio        
    (Cost $7,128,086)   $ 7,128,086  
   
    TOTAL INVESTMENTS – 106.5%
    (Cost $95,986,113)   $ 115,721,976  
   
             
As a % of
Net Assets
   
Common Stock Industry Classifications††

    Automobiles & Components     6.2 %
    Banks     11.2  
    Capital Goods     4.1  
    Consumer Durables & Apparel     4.1  
    Diversified Financials     9.3  
    Energy     3.5  
    Food & Staples Retailing     1.4  
    Food, Beverage & Tobacco     3.6  
    Hotels Restaurants & Leisure     3.5  
    Household & Personal Products     1.8  
    Insurance     9.3  
    Materials     1.7  
    Media     7.3  
    Pharmaceuticals & Biotechnology     7.4  
    Real Estate     2.5  
    Retailing     3.6  
    Semiconductors & Semiconductor Equipment     1.1  
    Software & Services     3.4  
    Technology Hardware & Equipment     6.2  
    Telecommunication Services     7.8  
   
    TOTAL COMMON STOCK     99.0 %
   
 
 * Non-income producing security.
 
 @ All or a portion of security is on loan.
 
 † Securities are exempt from registration under rule 144A of the Securities Act of 1933. Under procedures approved by the Board of Trustees, such securities have been determined to be liquid by the Investment Adviser and may be resold, normally to qualified institutional buyers in transactions exempt from registration. Total market value of Rule 144A securities amounted to $3,048,580, which represent approximately 2.8% of net assets as of December 31, 2004.
 
 †† Industry concentrations greater than one-tenth of one percent are disclosed.

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

             
   
    Investment Abbreviations:
    ADR     American Depositary Receipt
    GDR     Global Depositary Receipt
   
 
The accompanying notes are an integral part of these financial statements.

5


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND
 
Statement of Investments (continued)
December 31, 2004

ADDITIONAL INVESTMENT INFORMATION

FORWARD FOREIGN CURRENCY CONTRACTS — At December 31, 2004, the International Equity Fund had outstanding forward foreign currency exchange contracts, both to purchase and sell foreign currencies as follows:

                                         
Unrealized
Open Forward Foreign Currency Expiration Value on Current
Purchase Contracts Date Settlement Date Value Gain Loss

Australian Dollar
    01/28/2005     $ 5,416,091     $ 5,376,060     $     $ 40,031  
      03/16/2005       658,000       664,053       6,053        
      03/16/2005       1,303,050       1,298,203             4,847  
British Pounds
    01/21/2005       4,510,930       4,665,652       154,722        
      03/16/2005       1,978,000       1,953,865             24,135  
Canadian Dollar
    03/16/2005       1,326,984       1,310,501             16,483  
Danish Krone
    01/26/2005       813,036       828,664       15,628        
Euro Currency
    01/26/2005       902,775       921,589       18,814        
      03/16/2005       1,956,089       1,988,359       32,270        
Japanese Yen
    01/31/2005       9,333,881       9,444,495       110,614        
      03/16/2005       3,885,276       3,906,734       21,458        
New Zealand Dollar
    02/18/2005       245,347       249,401       4,054        
Norwegian Krone
    01/20/2005       780,108       784,314       4,206        
      03/16/2005       2,672,188       2,694,474       22,286        
Singapore Dollar
    01/20/2005       896,988       904,447       7,459        
Swedish Krona
    03/16/2005       1,978,000       1,990,359       12,359        
Swiss Franc
    03/16/2005       667,000       672,232       5,232        

TOTAL OPEN FORWARD FOREIGN CURRENCY
PURCHASE CONTRACTS
          $ 39,323,743     $ 39,653,402     $ 415,155     $ 85,496  

                                         
Unrealized
Open Forward Foreign Currency Expiration Value on Current
Sale Contracts Date Settlement Date Value Gain Loss

Australian Dollar
    03/16/2005     $ 3,292,000     $ 3,353,643     $     $ 61,643  
British Pounds
    03/16/2005       1,353,555       1,375,469             21,914  
Canadian Dollar
    03/16/2005       670,000       666,003       3,997        
      03/16/2005       1,311,000       1,337,202             26,202  
Euro Currency
    03/16/2005       1,968,000       2,011,452             43,452  
Japanese Yen
    03/16/2005       1,315,000       1,343,120             28,120  
Hong Kong Dollar
    03/09/2005       5,654,463       5,653,981       482        
Norwegian Krone
    01/20/2005       2,391,033       2,452,084             61,051  
      03/16/2005       668,000       677,177             9,177  
Swedish Krona
    03/16/2005       1,336,969       1,349,047             12,078  
      03/18/2005       1,872,050       1,898,372             26,322  
Swiss Franc
    01/24/2005       4,807,699       4,906,087             98,388  
      03/16/2005       3,979,860       3,999,175             19,315  

TOTAL OPEN FORWARD FOREIGN CURRENCY
SALE CONTRACTS
          $ 30,619,629     $ 31,022,812     $ 4,479     $ 407,662  

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

6


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 

Statement of Assets and Liabilities
December 31, 2004

               
 
    Assets:

   
Investment in securities, at value (identified cost $88,858,027)
  $ 108,593,890  
   
Securities lending collateral, at value
    7,128,086  
   
Cash
    420  
   
Foreign currencies, at value (identified cost $57,177)
    57,178  
   
Receivables:
       
     
Forward foreign currency exchange contracts
    419,634  
     
Dividends and interest, at value
    183,909  
     
Due from brokers on closed but unsettled futures
    60,520  
     
Reimbursement from adviser
    20,073  
     
Securities lending income
    9,262  
     
Fund shares sold
    2,826  
   
   
Total assets
    116,475,798  
   
    Liabilities:

   
Payables:
       
     
Payable upon return of securities loaned
    7,128,086  
     
Forward foreign currency exchange contracts
    493,158  
     
Amounts owed to affiliates
    93,579  
     
Fund shares repurchased
    49,368  
   
Accrued expenses
    87,575  
   
   
Total liabilities
    7,851,766  
   
    Net Assets:

   
Paid-in capital
    144,318,337  
   
Accumulated undistributed net investment income
    420,026  
   
Accumulated net realized loss on investment, futures and foreign currency related transactions
    (55,785,350 )
   
Net unrealized gain on investments and translation of assets and liabilities denominated in foreign currencies
    19,671,019  
   
   
NET ASSETS
  $ 108,624,032  
   
   
Total shares of beneficial interest outstanding, par value $0.001 (unlimited shares authorized)
    10,224,154  
   
Net asset value, offering and redemption price per share
  $ 10.62  
   
 
The accompanying notes are an integral part of these financial statements.

7


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND

Statement of Operations
For the Year Ended December 31, 2004

               
 
    Investment income:

   
Dividends(a)
  $ 1,832,321  
   
Interest (including securities lending income of $143,509)
    154,767  
   
   
Total income
    1,987,088  
   
    Expenses:

   
Management fees
    1,019,839  
   
Custody and accounting fees
    211,734  
   
Professional fees
    42,165  
   
Printing fees
    41,236  
   
Transfer agent fees
    40,794  
   
Trustee fees
    14,439  
   
Other
    2,783  
   
   
Total expenses
    1,372,990  
   
   
Less — expense reductions
    (149,532 )
   
   
Net expenses
    1,223,458  
   
   
NET INVESTMENT INCOME
    763,630  
   
    Realized and unrealized gain (loss) on investment, futures and foreign currency related transactions:

   
Net realized gain from:
       
     
Investment transactions
    5,838,405  
     
Futures transactions
    35,157  
     
Foreign currency related transactions
    211,223  
   
Net change in unrealized gain (loss) on:
       
     
Investments
    6,018,606  
     
Translation of assets and liabilities denominated in foreign currencies
    (122,334 )
   
   
Net realized and unrealized gain on investment, futures and foreign currency related transactions
    11,981,057  
   
   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
  $ 12,744,687  
   

(a)   Foreign taxes withheld on dividends were $217,110.

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

8


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 

Statements of Changes in Net Assets
                     
For the Year For the Year
Ended Ended
December 31, December 31,
2004 2003
 
    From operations:

   
Net investment income
  $ 763,630     $ 84,538  
   
Net realized gain on investment, futures and foreign currency related transactions
    6,084,785       463,753  
   
Net change in unrealized gain on investments and translation of assets and liabilities denominated in foreign currencies
    5,896,272       7,435,932  
   
   
Net increase in net assets resulting from operations
    12,744,687       7,984,223  
   
    Distributions to shareholders:

   
From net investment income
    (1,154,644 )     (641,177 )
   
    From share transactions:

   
Proceeds from sales of shares
    5,062,404       3,347,815  
   
Proceeds in connection with merger
          85,111,633  
   
Reinvestment of dividends and distributions
    1,154,644       641,177  
   
Cost of shares repurchased
    (15,975,317 )     (2,865,383 )
   
   
Net increase (decrease) in net assets resulting from share transactions
    (9,758,269 )     86,235,242  
   
   
TOTAL INCREASE
    1,831,774       93,578,288  
   
    Net assets:

   
Beginning of year
    106,792,258       13,213,970  
   
   
End of year
  $ 108,624,032     $ 106,792,258  
   
   
Accumulated undistributed (distributions in excess of) net investment income
  $ 420,026     $ (366,918 )
   
    Summary of share transactions:

   
Shares sold
    520,639       427,150  
   
Shares issued in connection with merger
          9,311,989  
   
Shares issued on reinvestment of dividends and distributions
    111,462       71,006  
   
Shares repurchased
    (1,676,423 )     (364,591 )
   
   
NET INCREASE (DECREASE)
    (1,044,322 )     9,445,554  
   
 
The accompanying notes are an integral part of these financial statements.

9


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 

Financial Highlights
Selected Data for a Share Outstanding Throughout Each Year
                                                                                                                                         
Income (loss) from Ratios assuming no
investment operations Distributions to shareholders expense reductions



Net Ratio of Ratio of Ratio of
Net asset realized From Net asset Net assets Ratio of net investment total net investment
value, Net and Total from From net From tax net value, at end of net expenses income expenses income (loss) Portfolio
beginning investment unrealized investment investment return of realized Total end of Total year to average to average to average to average turnover
of year income(b) gain (loss) operations income capital gain distributions year return(a) (in 000s) net assets net assets net assets net assets rate
 
    For the Years ended December 31,

    2004   $ 9.48     $ 0.07     $ 1.18     $ 1.25     $ (0.11 )   $     $     $ (0.11 )   $ 10.62       13.48%     $ 108,624       1.20%       0.75%       1.35%       0.60%       63%      
    2003     7.25       0.04       2.53       2.57       (0.34 )                 (0.34 )     9.48       35.49       106,792       1.37       0.49       2.60       (0.74 )     49      
    2002     8.99       0.03       (1.68 )     (1.65 )     (0.09 )                 (0.09 )     7.25       (18.34 )     13,214       1.46       0.32       2.96       (1.18 )     86      
    2001     11.78       0.05       (2.68 )     (2.63 )     (0.09 )     (0.04 )     (0.03 )     (0.16 )     8.99       (22.26 )     17,773       1.35       0.47       2.05       (0.23 )     76      
    2000     14.47       0.05       (1.99 )     (1.94 )                 (0.75 )     (0.75 )     11.78       (13.19 )     29,261       1.34       0.37       1.99       (0.28 )     70      
   
(a)  Assumes investment at the net asset value at the beginning of the year, reinvestment of all distributions and a complete redemption of the investment at the net asset value at the end of the year.
(b)  Calculated based on the average shares outstanding methodology.

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

 
 
10


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 

Notes to Financial Statements
December 31, 2004

1. ORGANIZATION

Goldman Sachs Variable Insurance 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 International Equity Fund (the “Fund”). The Fund is a diversified portfolio under the Act.

     Shares of the Trust may be purchased and held by separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Trust are not offered directly to the general public.

2. SIGNIFICANT ACCOUNTING POLICIES

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

A. Investment Valuation — Investments in securities traded on a foreign securities exchange are valued daily at fair value determined by an independent service (if available) under valuation procedures approved by the Board of Trustees consistent with applicable regulatory guidance. The independent service takes into account multiple factors including, but not limited to, movements in the U.S. securities markets, certain depositary receipts, futures contracts and foreign currency exchange rates.

     Investments in securities traded on a U.S. securities exchange or the NASDAQ system or for investments in securities traded on a foreign securities exchange for which an independent service is not available are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, 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 and debt 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 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 quotations are not readily available or are deemed inaccurate by the Investment Adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.
     Investing in foreign markets may involve special risks and considerations not typically associated with investing in the United States. These risks include revaluation of currencies, high rates of inflation, repatriation restrictions on income and capital, and adverse political and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls, delayed settlements, and their prices may be more volatile than those of comparable securities in the United States.

B. Security Transactions and Investment Income — Security transactions are recorded 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 which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted. In addition, it is the Fund’s policy to accrue for estimated capital gains taxes on foreign securities held by the Fund which are subject to such taxes.

 
11


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND
 
Notes to Financial Statements (continued)
December 31, 2004
 
2. SIGNIFICANT ACCOUNTING POLICIES (continued)

C. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on ex-dividend date. Income distributions and capital gains distributions, if any, are declared and paid annually.

     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain on investment transactions, or from paid-in-capital.

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

E. Foreign Currency Translations — The books and records of the Fund are maintained in U.S. dollars. Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investment valuations, foreign currency and other assets and liabilities initially expressed in foreign currencies are converted each business day into U.S. dollars based upon current exchange rates; and (ii) purchases and sales of foreign investments, income and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions.

     Net realized and unrealized gain (loss) on foreign currency transactions will represent: (i) foreign exchange gains and losses from the sale and holdings of foreign currencies; (ii) currency gains and losses between trade date and settlement date on investment securities transactions and forward exchange contracts; and (iii) gains and losses from the difference between amounts of dividends, interest and foreign withholding taxes recorded and the amounts actually received. The effect of changes in foreign currency exchange rates on securities and derivative instruments are not segregated in the Statement of Operations from the effects of changes in market prices of those securities and derivative instruments, but are included with the net realized and unrealized gain or loss on securities and derivative instruments. Net unrealized foreign exchange gains and losses arising from changes in the value of other assets and liabilities as a result of changes in foreign exchange rates are included as increases and decreases in unrealized appreciation/depreciation on foreign currency related transactions.

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

G. Forward Foreign Currency Exchange Contracts — The Fund may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date as a hedge or cross-hedge against either specific transactions or portfolio positions. The Fund may also purchase and sell forward contracts to seek to increase total return. All commitments are “marked-to-market” daily at the applicable translation rates and any resulting unrealized gains or losses are recorded in the Fund’s financial statements. The Fund records realized gains or losses at the time a forward contract is offset by entry into a closing transaction or extinguished by delivery of the currency. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

     The contractual amounts of forward foreign currency exchange contracts do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. At December 31, 2004, the Fund had segregated sufficient cash and/or securities to cover any commitments under these contracts.
 
12


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 
 
 
 
2. SIGNIFICANT ACCOUNTING POLICIES (continued)

H. Futures Contracts — The Fund may enter into futures transactions to hedge against changes in interest rates, securities prices, currency exchange rates or to seek to increase total return. Futures contracts are valued at the last settlement price at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Fund is required to deposit with a broker, or the Fund’s 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 Fund daily, 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 Fund realizes a gain or loss which is reported in the Statement of Operations.

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

3. AGREEMENTS

Pursuant to the Investment Management Agreement (the “Agreement”), Goldman Sachs Asset Management International (“GSAMI”), an affiliate of the Investment Management Division of Goldman, Sachs & Co. (“Goldman Sachs”), serves as the investment adviser to the Fund. Under the Agreement, GSAMI, subject to the general supervision of the Trust’s Board of Trustees, manages the Fund’s portfolios.
     As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAMI is entitled to a fee (“Management Fee”) computed daily and payable monthly, equal to an annual percentage rate of 1.00% of the Fund’s average daily net assets.
     The investment adviser has voluntarily agreed to limit “Other Expenses” (excluding Management Fees, Transfer Agent fees and expenses, taxes, interest, brokerage, litigation and indemnification costs, shareholder meeting and other extraordinary expenses) to the extent that such expenses exceed, on an annual basis, 0.16% of the average daily net assets of the Fund. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAMI for prior fiscal year expense reimbursements, if any. For the year ended December 31, 2004, GSAMI reimbursed approximately $149,200.
     In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. For the year ended December 31, 2004, custody fees were reduced by approximately $300.
     Goldman Sachs also serves as the transfer agent of the Fund for a fee. The fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate of 0.04% of the average daily net assets of the Fund. Goldman Sachs serves as the distributor of the Fund’s shares at no cost to the Fund.
     At December 31, 2004, the amounts owed to affiliates were approximately $90,000 and $3,600 for Management and Transfer Agent fees, respectively.

4. PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds of sales and maturities of long term securities for the year ended December 31, 2004, were $63,571,439 and $71,901,007, respectively. For the year ended December 31, 2004, Goldman Sachs earned approximately $4,600 of brokerage commissions from portfolio transactions, including futures transactions, executed on behalf of the Fund.

5. SECURITIES LENDING

Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through its securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman
 
13


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND
 
Notes to Financial Statements (continued)
December 31, 2004
 
5. SECURITIES LENDING (continued)
Sachs, to certain qualified borrowers including Goldman Sachs. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the year ended December 31, 2004, is reported parenthetically on the Statement of Operations. A portion of this amount, $4,897, represents compensation earned by the Fund from lending its securities to Goldman Sachs. For the year ended December 31, 2004, BGA earned $25,323 in fees as securities lending agent. At December 31, 2004, the Fund loaned securities having a market value of $6,776,511 collateralized by cash in the amount of $7,128,086. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors. At December 31, 2004, the amount payable to Goldman Sachs upon return of securities loaned is $54,000.

6. LINE OF CREDIT FACILITY

The Fund participates in a $350,000,000 committed, unsecured revolving line of credit facility. Under the most restrictive arrangement, the Fund must own securities having a market value in excess of 300% (400% prior to May 26, 2004) of the 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. This committed facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. During the year ended December 31, 2004, the Fund did not have any borrowings under this facility.

7. ADDITIONAL TAX INFORMATION

The tax character of distributions paid during the fiscal years ended December 31, 2004 and December 31, 2003 was as follows:
                 
For the year ended December 31,

2004 2003

Distributions paid from:
               
Ordinary income
  $ 1,154,644     $ 641,177  

Total taxable distributions
  $ 1,154,644     $ 641,177  

 
14


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 
 
 
 
7. ADDITIONAL TAX INFORMATION (continued)

As of December 31, 2004, the components of accumulated earnings (losses) on a tax basis were as follows:

           
Undistributed ordinary income — net
  $ 322,933  
Capital loss carryforward:*
       
 
Expiring 2008
    (17,055,611 )
 
Expiring 2009
    (27,159,909 )
 
Expiring 2010
    (8,409,296 )
 
Expiring 2011
    (609,034 )

Total capital loss carryforward
    (53,233,850 )
Timing differences (post October losses)
    (914,343 )
Unrealized gains — net
    18,130,955  

Total accumulated losses — net
  $ (35,694,305 )

Utilization of these losses may be limited under the Internal Revenue Code.

At December 31, 2004, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes was as follows:

         
Tax cost
  $ 97,623,270  

Gross unrealized gain
    18,327,521  
Gross unrealized loss
    (228,815 )

Net unrealized security gain
  $ 18,098,706  

The difference between book-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales and certain forward currency contracts.

8. CERTAIN RECLASSIFICATIONS

In order to present certain components of the Fund’s capital accounts on a tax basis, certain reclassifications have been recorded to the Fund’s accounts. The Fund reclassified $206,560 and $1,177,958 to paid-in capital and accumulated undistributed net investment income, respectively, from accumulated net realized loss on investment, futures and foreign currency related transactions. This reclassification has no impact on the net asset value of the Fund. Reclassifications result primarily from the difference in the tax treatment of foreign currency transactions, realized capital gain taxes and investments in passive foreign investment companies.

9. MERGERS AND REORGANIZATIONS

At a meeting held on September 18, 2003, the Board of Trustees of the Trust approved (i) an Agreement and Plan of Reorganization (the “Protective Agreement”) providing for the tax-free acquisition of the International Equity Fund of Protective Investment Company by the Fund. The acquisition was completed on December 19, 2003 following the approval of the Protective Fund shareholders on December 9, 2003.
     Pursuant to the Protective Agreement, the assets and liabilities of the Protective International Equity Fund were transferred to the Fund in a tax-free exchange for shares of the Fund as follows:
                         
Acquired Fund’s
Exchanged Shares Value of Shares Outstanding
Survivor/Acquired Fund of Survivor Issued Exchanged Shares as of December 19, 2003

International Equity/ Protective International Equity
    9,311,989     $ 85,111,633       9,431,932  

 
15


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND
 
Notes to Financial Statements (continued)
December 31, 2004
 
9. MERGERS AND REORGANIZATIONS (continued)

The following chart shows the Survivor Fund’s and Acquired Fund’s aggregate net assets (immediately before and after the completion of the acquisition) and the Acquired Fund’s unrealized appreciation (depreciation) and capital loss carryforwards.

                                         
Survivor Fund’s
Survivor Fund’s Acquired Fund’s Aggregate
Aggregate Aggregate Acquired Fund’s Net Assets
Net Assets Net Assets Unrealized Acquired Fund’s immediately
before before Appreciation/ Capital Loss after
Survivor/Acquired Fund acquisition acquisition (Depreciation) Carryforward* acquisition

International Equity/ Protective International Equity
  $ 18,015,399     $ 85,111,633     $ 8,640,456     $ (50,026,977 )   $ 103,127,032  

For U.S. federal income tax purposes, certain limitations may apply to the utilization of the Acquired Fund’s capital loss carryforwards.

 
16


 

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees
Goldman Sachs Variable Insurance Trust

We have audited the accompanying statement of assets and liabilities of Goldman Sachs International Equity Fund (one of the funds comprising the Goldman Sachs Variable Insurance Trust) (the “Fund”), including the statement of investments, as of December 31, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2004, by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Goldman Sachs International Equity Fund at December 31, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

  -s- ERNST & YOUNG LLP

New York, New York
February 9, 2005
 
17


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND

Fund Expenses (Unaudited) — Six Month Period Ended December 31, 2004

            As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the 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 July 1, 2004 through December 31, 2004.  
 
            Actual Expenses — The first line of 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 of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund 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. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges (loads), redemption fees, or exchange fees, but shareholders of other funds may incur such costs. 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 whose shareholders may incur transaction costs.  

                         

Expenses Paid
for the
Beginning Ending Account 6 months
Account Value Value ended
7/1/04 12/31/04 12/31/04*

Actual
  $ 1,000     $ 1,134.80     $ 6.44  
Hypothetical 5% return
    1,000       1,019.11 +     6.09  

  Expenses are calculated using the Fund’s annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six months ended December 31, 2004. Expenses are calculated by multiplying the annualized expense ratio by the average account value for such 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 calendar year. Expense ratios for the most recent fiscal half year may differ from expense ratios based on one-year data in the Financial Highlights. The annualized net expense ratio for the period was 1.20%.  

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

 
18


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 

Trustees and Officers (Unaudited)

Independent Trustees
                     
Number of
Term of Portfolios in
Position(s) Office and Fund Complex Other
Name, Held with Length of Principal Occupation(s) Overseen by Directorships
Address and Age1 the Trust2 Time Served3 During Past 5 Years Trustee4 Held by Trustee5

Ashok N. Bakhru
Age: 62
  Chairman & Trustee   Since 1991   President, ABN Associates (July 1994-March 1996 and November 1998-Present); Executive Vice President—Finance and Administration and Chief Financial Officer, Coty Inc. (manufacturer of fragrances and cosmetics) (April 1996-November 1998); Director of Arkwright Mutual Insurance Company (1984-1999); Trustee of International House of Philadelphia (program center and residential community for students and professional trainees from the United States and foreign countries) (1989-Present); Member of Cornell University Council (1992-Present); Trustee of the Walnut Street Theater (1992-Present); Trustee, Scholarship America (1998-Present); Director, Private Equity Investors—III and IV (November 1998-Present), and Equity-Limited Investors II (April 2002-Present); and Chairman, Lenders Service Inc. (provider of mortgage lending services) (2000-2003).

Chairman of the Board and Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

John P. Coblentz, Jr.
Age: 63
  Trustee   Since 2003   Partner, Deloitte & Touche LLP (June 1975-May 2003).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Patrick T. Harker
Age: 46
  Trustee   Since 2000   Dean and Reliance Professor of Operations and Information Management, The Wharton School, University of Pennsylvania (February 2000-Present); Interim and Deputy Dean, The Wharton School, University of Pennsylvania (July 1999-Present); and Professor and Chairman of Department of Operations and Information Management, The Wharton School, University of Pennsylvania (July 1997-August 2000).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Mary P. McPherson
Age: 69
  Trustee   Since 1997   Vice President, The Andrew W. Mellon Foundation (provider of grants for conservation, environmental and educational purposes) (October 1997-Present); Director, Smith College (1998-Present); Director, Josiah Macy, Jr. Foundation (health educational programs) (1977-Present); Director, Philadelphia Contributionship (insurance) (1985-Present); Director Emeritus, Amherst College (1986-1998); Director, The Spencer Foundation (educational research) (1993-February 2003); member of PNC Advisory Board (banking) (1993-1998); and Director, American School of Classical Studies in Athens (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

Wilma J. Smelcer
Age: 55
  Trustee   Since 2001   Chairman, Bank of America, Illinois (banking) (1998-January 2001); and Governor, Board of Governors, Chicago Stock Exchange (national securities exchange) (April 2001-April 2004).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   Lawson Products Inc. (distributor of industrial products).

Richard P. Strubel
Age: 65
  Trustee   Since 1987   Vice Chairman and Director, Unext, Inc. (provider of educational services via the internet) (2003-Present); President, COO and Director, Unext, Inc. (1999-2003); Director, Cantilever Technologies, Inc. (a private software company) (1999-Present); Trustee, The University of Chicago (1987-Present); and Managing Director, Tandem Partners, Inc. (management services firm) (1990-1999).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   Gildan Activewear Inc. (an activewear clothing marketing and manufacturing company); Unext, Inc. (provider of educational services via the internet); Northern Mutual Fund Complex (53 Portfolios).

 
19


 

 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND
 
 
Trustees and Officers (Unaudited) (continued)

Interested Trustees

                     
Number of
Term of Portfolios in
Position(s) Office and Fund Complex Other
Name, Held with Length of Principal Occupation(s) Overseen by Directorships
Address and Age1 the Trust2 Time Served3 During Past 5 Years Trustee4 Held by Trustee5

*Alan A. Shuch
Age: 55
  Trustee   Since 1990   Advisory Director—GSAM (May 1999-Present); Consultant to GSAM (December 1994-May 1999); and Limited Partner, Goldman Sachs (December 1994-May 1999).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).
  63   None

*Kaysie P. Uniacke
Age: 43
  Trustee &
President
  Since 2001

Since 2002
  Managing Director, GSAM (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).

President—Goldman Sachs Mutual Fund Complex (2002- Present) (registered investment companies).

Assistant Secretary—Goldman Sachs Mutual Fund Complex (1997-2002) (registered investment companies).
  63   None

 
*
These persons are considered to be “Interested Trustees” because they hold positions with Goldman Sachs and own securities issued by The Goldman Sachs Group, Inc. Each Interested Trustee holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
1
Each Trustee may be contacted by writing to the Trustee, c/o Goldman Sachs, One New York Plaza, 37th Floor, New York, New York, 10004, Attn: Howard B. Surloff.
2
The Trust is a successor to a Massachusetts business trust that was combined with the Trust on April 30, 1997.
3
Each Trustee holds office for an indefinite term until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board of Trustees or shareholders, in accordance with the Trust’s Declaration of Trust; (c) the date the Trustee attains the age of 72 years (in accordance with the current resolutions of the Board of Trustees, which may be changed by the Trustees without shareholder vote); or (d) the termination of the Trust.
4
The Goldman Sachs Mutual Fund Complex consists of the Trust and Goldman Sachs Variable Insurance Trust. As of December 31, 2004, the Trust consisted of 57 portfolios, including the Funds described in this Annual Report, and Goldman Sachs Variable Insurance Trust consisted of 6 portfolios.
5
This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the Act.

Additional information about the Trustees is available in the Funds’ Statement of Additional Information which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States of America): 1-800-292-4726

 
20


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 

Officers of the Trust* (Unaudited)

             
Term of
Office and
Position(s) Held Length of
Name, Address And Age With the Trust Time Served1 Principal Occupation(s) During Past 5 Years

Kaysie P. Uniacke
32 Old Slip
New York, NY 10005
Age: 43
  President &
Trustee
  Since 2002

Since 2001
  Managing Director, GSAM (1997-Present).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).

President—Goldman Sachs Mutual Fund Complex (registered investment companies).

Assistant Secretary—Goldman Sachs Mutual Fund Complex (1997-2002) (registered investment companies).

James A. Fitzpatrick
4900 Sears Tower
Chicago, IL 60606
Age: 44
  Vice President   Since 1997   Managing Director, Goldman Sachs (October 1999-Present); and Vice President of GSAM (April 1997-December 1999).

Vice President—Goldman Sachs Mutual Fund Complex (registered investment companies).

James A. McNamara
32 Old Slip
New York, NY 10005
Age: 42
  Vice President   Since 2001   Managing Director, Goldman Sachs (December 1998-Present); Director of Institutional Fund Sales, GSAM (April 1998-December 2000); and Senior Vice President and Manager, Dreyfus Institutional Service Corporation (January 1993-April 1998).

Vice President—Goldman Sachs Mutual Fund Complex (registered investment companies).

Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies) (December 2002-May 2004).

John M. Perlowski
32 Old Slip
New York, NY 10005
Age: 40
  Treasurer   Since 1997   Managing Director, Goldman Sachs (November 2003-Present) and Vice President, Goldman Sachs (July 1995-November 2003).

Treasurer—Goldman Sachs Mutual Fund Complex (registered investment companies).

Howard B. Surloff
One New York Plaza
37th Floor
New York, NY 10004
Age: 39
  Secretary   Since 2001   Managing Director, Goldman Sachs (November 2002-Present); Associate General Counsel, Goldman Sachs and General Counsel to the U.S. Funds Group (December 1997-Present).

Secretary—Goldman Sachs Mutual Fund Complex (registered investment companies) (2001-Present) and Assistant Secretary prior thereto.

 
1
Officers hold office at the pleasure of the Board of Trustees or until their successors are duly elected and qualified. Each officer holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
*
Represents a partial list of officers of the Trust. Additional information about all the officers is available in the Funds’ Statement of Additional Information which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States): 1-800-292-4726.

Goldman Sachs Variable Insurance Trust International Equity Fund — Tax Information (Unaudited)

For the 2004 tax year, the Fund has elected to pass through a credit for taxes paid to foreign jurisdiction. During the year ended December 31, 2004, the Fund paid distributions of $0.1139 per share, all of which was attributable to qualified passive income. The total amount of foreign taxes paid by the Fund was $0.0222 per share. The country-by-country components of these totals, reflected as a percentage of total distributions and foreign taxes paid, are provided below.

                 
Source of Income % Foreign Tax Paid %

Bermuda
    2.17%       0.00%  
Finland
    1.98%       3.60%  
France
    9.96%       16.67%  
Germany
    1.79%       3.60%  
Greece
    2.35%       0.00%  
Hong Kong
    4.08%       0.00%  
Ireland
    2.23%       0.00%  
Italy
    1.86%       3.60%  
Japan
    3.34%       3.15%  
Netherlands
    9.16%       2.25%  
Norway
    1.11%       2.25%  
Russia
    1.18%       2.25%  
Singapore
    1.24%       3.15%  
South Korea
    5.01%       10.36%  
Spain
    1.86%       3.60%  
Sweden
    0.87%       1.80%  
Switzerland
    2.35%       4.50%  
Taiwan
    0.19%       0.00%  
Thailand
    0.00%       9.01%  
United Kingdom
    16.52%       30.21%  
United States
    30.75%       0.00%  

TOTAL
    100.00%       100.00%  

 
21


 

     
TRUSTEES
  OFFICERS
Ashok N. Bakhru, Chairman
  Kaysie P. Uniacke, President
John P. Coblentz, Jr.
  James A. Fitzpatrick, Vice President
Patrick T. Harker
  James A. McNamara, Vice President
Mary Patterson McPherson
  John M. Perlowski, Treasurer
Alan A. Shuch
  Howard B. Surloff, Secretary
Wilma J. Smelcer
   
Richard P. Strubel
   
Kaysie P. Uniacke
   
 
GOLDMAN, SACHS & CO.
Distributor and Transfer Agent
   
 
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Adviser
 
GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL
133 Peterborough Court
London, England EC4A 2BB
 
Visit our internet address: www.gs.com/funds to obtain the most recent month-end returns.
 
The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, 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 Fund. 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 Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the 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 Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“the Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’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. 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).
 
This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus for the Fund. Please consider the Fund’s objectives, risks and charges and expenses, and read the Prospectus carefully before investing.
 
Holdings are as of December 31, 2004 and are subject to change in the future. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities.
 
The Fund is subject to the risk of rising and falling stock prices.
 
Emerging markets securities are volatile. They are subject to substantial currency fluctuations and sudden economic and political developments. At times, the Goldman Sachs Variable Insurance Trust International Equity Fund may be unable to sell certain of its portfolio securities without a substantial drop in price, if at all.
 
Concentration of the Fund’s assets in one or a few countries (or a particular geographic area) and currencies will subject the fund to greater risks than if the fund’s assets were not geographically concentrated.
 
    Toll Free (in U.S.): 800-292-4726
 
This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman
Sachs Variable Insurance Trust: International Equity Fund.
 
© Copyright 2005 Goldman, Sachs & Co. All rights reserved. Date of first use: February 18, 2005
 
VITINTLAR    


 

     
ITEM 2.   CODE OF ETHICS.
         
    (a)   As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party (the “Code of Ethics”).
     
    (b)   During the period covered by this report, no amendments were made to the provisions of the Code of Ethics.
     
    (c)   During the period covered by this report, the registrant did not grant any waivers, including an implicit waiver, from any provision of the Code of Ethics.
     
ITEM 3.   AUDIT COMMITTEE FINANCIAL EXPERT.
     
    The registrant’s board of trustees has determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its audit committee. John P. Coblentz, Jr. is the “audit committee financial expert” and is “independent” (as each term is defined in Item 3 of Form N-CSR).

     
ITEM 4.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Item 4 — Principal Accountant Fees and Services for the Goldman Sachs Variable Insurance Trust:
Table 1 – Items 4(a) -4(d)

                     
    2004
  2003
  Description of Services Rendered
Audit Fees:
                   
 
                   
• Ernst & Young LLP (“E&Y”)
  $ 112,000     $ 115,000     Financial statement audits
 
                   
Audit-Related Fees
                   
 
                   
• E&Y
  $ 0     $ 42,000     Accounting consultations and reviews of registration statements in connection with fund mergers
 
                   
Tax Fees
                   
 
                   
• E&Y 
  $ 28,400     $ 28,400     Tax compliance services provided in connection with the preparation and review of the Registrant’s tax returns
All Other Fees
  $ 0     $ 0      

Items 4(b)(c) & (d) Table 2. Non-Audit Services to the Goldman Sachs Variable Insurance Trust’s service affiliates * that were pre-approved by the Goldman Sachs Variable Insurance Trust’s Audit Committee pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X

                 
    2004
  2003
  Description of Services Rendered
Audit-Related Fees
               
 
               
• E&Y
  $ 0   $ 0    
 
               
Tax Fees
               
 
               
• E&Y
  $ 0   $ 0    
 
               
All Other Fees
               
 
               
• E&Y
  $ 0   $ 6,000   Represents access to an on-line accounting reference tool for certain employees of the Trust’s distributor.


*   These include the advisor (excluding sub-advisors) and any entity controlling, controlled by or under common control with the advisor that provides ongoing services to the registrant (hereinafter referred to as “service affiliates”).

Item 4(e)(1) – Audit Committee Pre Approval Policies and Procedures

Pre-Approval of Audit and Non-Audit Services Provided to the Funds of the Goldman Sachs Variable Insurance Trust. The Audit and Non-Audit Services Pre-Approval Policy (the “Policy”) adopted by the Audit Committee of Goldman Sachs Variable Insurance Trust (“GSVIT”) sets forth the procedures and the conditions pursuant to which services performed by an independent auditor for GSVIT may be pre-approved. Services may be pre-approved specifically by the Audit Committee as a whole or, in certain circumstances, by the Audit Committee Chairman or the person designated as the Audit Committee Financial Expert. In addition, subject to specified cost limitations, certain services may be pre-approved under the provisions of the Policy. The Policy provides that the Audit Committee will consider whether the services provided by an independent auditor are consistent with the Securities and Exchange Commission’s rules on auditor independence. The Policy provides for periodic review and pre-approval by the Audit Committee of the services that may be provided by the independent auditor.

     De Minimis Waiver. The pre-approval requirements of the Policy may be waived with respect to the provision of non-audit services that are permissible for an independent auditor to perform, provided (1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of revenues subject to pre-approval that was paid to the independent auditors during the fiscal year in which the services are provided; (2) such services were not recognized by GSVIT at the time of the engagement to be non-audit services; and (3) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee to whom authority to grant such approvals has been delegated by the Audit Committee, pursuant to the pre-approval provisions of the Policy.

     Pre-Approval of Non-Audit Services Provided to GSVIT’s Investment Advisers. The Policy provides that, in addition to requiring pre-approval of audit and non-audit services provided to GSVIT, the Audit Committee will pre-approve those non-audit services provided to GSVIT’s investment advisers (and entities controlling, controlled by or under common control with the investment advisers that provide ongoing services to GSVIT) where the engagement relates directly to the operations or financial reporting of GSVIT.

Item 4(e)(2) — 0% of the audit-related fees, tax fees and other fees listed in Table 1 were approved by the Trust’s audit committee pursuant to the “de minimis” exception of Rule 2-01(c)(7)(i)(C) of Regulation S-X. In addition, 0% of the non-audit services to the Goldman Sachs Trust’s service affiliates listed in Table 2 were approved by the Trust’s audit committee pursuant to the “de minimis” exception of Rule 2-01(c)(7)(i)(C) of Regulation S-X.

Item 4(f) — Not applicable.

Items 4(g) Aggregate Non-Audit Fees Disclosure

The aggregate non-audit fees billed to the GSVIT for the 12 months ended December 31, 2004 and December 31, 2003 were approximately $28,400 and $70,400, respectively.

The aggregate non-audit fees billed to the GSVIT’s adviser and service affiliates by Ernst & Young LLP for non-audit services for the twelve months ended December 31, 2004 and December 31, 2003 were approximately $34.5 million and $30.9 million, respectively. The 2003 amount includes fees for non-audit services required to be pre-approved [see Table 2] and fees for non-audit services that did not require pre-approval since they did not directly relate to the GSVIT’s operations or financial reporting.

Items 4(h) — The GSVIT’s audit committee has considered whether the provision of non-audit services to the GSVIT’s investment advisor and service affiliates that did not require pre-approval pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the auditor’s independence.

     

     
ITEM 5.   AUDIT COMMITTEE OF LISTED REGISTRANTS.

    Not applicable.

     
ITEM 6.   SCHEDULE OF INVESTMENTS

    Schedule of Investments is included as part of the Report to Shareholders filed under Item 1.

     
ITEM 7.   DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

    Not applicable.

     
ITEM 8.   PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

    Not applicable.

     
ITEM 9.   PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

    Not applicable.

     
ITEM 10.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

     
ITEM 11.   CONTROLS AND PROCEDURES.

  (a)   The registrant’s principal executive and principal financial officers or persons performing similar functions have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934, as amended.
 
  (b)   There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting.

     
ITEM 12.   EXHIBITS.
         
  (a)(1)
 
    Goldman Sachs Variable Insurance Trust’s Code of Ethics for Principal Executive and Senior Financial officers is incorporated by reference to Exhibit 11(a)(1) of the Registrant’s Form N-CSR filed on March 8, 2004 (accession number 0000950123-04-002976)
         
  (a)(2)
 
 
Exhibit 99.CERT
 
 
Exhibit 99.906CERT
  Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith
 
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith


 

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     
Goldman Sachs Variable Insurance Trust
   
 
   
 
   
/s/ Kaysie Uniacke
   

   
By: Kaysie Uniacke
   
Chief Executive Officer of
   
Goldman Sachs Variable Insurance Trust
   
 
   
Date: February 24, 2005
   
 
   
 
   
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
   
 
   
/s/ Kaysie Uniacke
   
By: Kaysie Uniacke
   
Chief Executive Officer of
   
Goldman Sachs Variable Insurance Trust
   
 
   
Date: February 24, 2005
   
 
   
 
   
/s/ John M. Perlowski
   
By: John M. Perlowski
   
Chief Financial Officer of
   
Goldman Sachs Variable Insurance Trust
   
 
   
Date: February 24, 2005