EX-99.17.F 17 e12280exv99w17wf.htm EX-99.17.F: ANNUAL REPORT EX-99.17.F:
 

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.

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 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.

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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.

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 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