0000950123-03-013727 Sample Contracts

GOLDMAN SACHS TRUST Distribution Agreement
Goldman Sachs Trust • December 12th, 2003 • Goldman Sachs Trust • New York

This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, Goldman Sachs Trust (the “Trust”), an open-end management investment company organized as a business trust under the laws of the State of Delaware, and consisting of one or more separate series, has appointed you, the “Distributor,” and that you shall be the exclusive distributor in connection with the offering and sale of the shares of beneficial interest, par value $.001 per share (the “Shares”), corresponding to each of the series of the Trust listed in Exhibit A, as the same may be supplemented from time to time (each such series, a “Fund”). Each Fund may offer one or more classes of its shares (each a “Class”) which Classes shall have such relative rights and conditions and shall be sold in the manner set forth from time to time in the Trust’s Registration Statements, as defined below. The organization, administration and policies of each Fund are described in its respective Prospec

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Goldman Sachs Trust U.S. Mortgages and Investment Grade Credit Institutional Class Service Agreement
Goldman Sachs Trust • December 12th, 2003 • Delaware

This Agreement is entered into by the financial institution or service provider executing this Agreement (the “Service Organization”) and Goldman, Sachs & Co., (“Goldman Sachs”) 85 Broad Street, New York, New York 10004. The Trust is an open-end management investment company that includes the Goldman Sachs U.S. Mortgages and Goldman Sachs Investment Grade Credit Funds (such Funds are individually referred to herein as a “Fund” and, collectively, as the “Funds”). Shares of beneficial interest (the “Shares”) of each Fund are divided into separate classes. This Agreement relates to Institutional Shares of the Funds. Service Organization and regulatory agencies that supervise Service Organizations’ activities shall have reasonable access during normal business hours to such records of the Trust as are necessary or appropriate to verify that the Trust and its employees, agents and representatives are complying with the terms of the Agreement only as the records relate to the clients of the

Goldman Sachs Trust U.S. Mortgages and Investment Grade Credit Class A Service Agreement
Goldman Sachs Trust • December 12th, 2003 • Delaware

This Agreement is entered into by the firm executing this Agreement (the “Authorized Dealer”) and Goldman, Sachs & Co., (“Goldman Sachs”) 85 Broad Street, New York, New York10004. The Trust is an open-end management investment company that includes the Goldman Sachs U.S. Mortgages and Goldman Sachs Investment Grade Credit Funds (such Funds are individually referred to herein as a “Fund” and, collectively, as the “Funds”). Shares of beneficial interest (the “Shares”) of each Fund are divided into separate classes. This Agreement relates to Class A Shares of the Funds. Authorized Dealer and regulatory agencies that supervise Authorized Dealer’s activities shall have reasonable access during normal business hours to such records of the Trust as are necessary or appropriate to verify that the Trust and its employees, agents and representatives are complying with the terms of the Agreement only as the records relate to the clients of the Authorized Dealer.

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