Merger Circulars for the proposed mergers of sub-funds of ... · PDF fileMerger Circulars for the proposed mergers of sub-funds of Global Treasury Funds plc with sub-funds of Goldman

Merger Circulars for the proposed mergers of

sub-funds of Global Treasury Funds plc with sub-funds of Goldman Sachs Funds, plc.

UCITS MERGER – MERGER TYPE (c)

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THIS CIRCULAR IS SENT TO YOU AS A SHAREHOLDER IN GLOBAL TREASURY FUNDS PLC. IT IS

IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE

ACTION TO BE TAKEN, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK

MANAGER, SOLICITOR OR ATTORNEY OR OTHER PROFESSIONAL ADVISOR. If you have sold or otherwise transferred your holding in Global Treasury Funds plc please send this document and the accompanying proxy form to the stockbroker, bank manager, or other agent through whom the sale was effected for transmission to the purchaser or transferee.

GLOBAL TREASURY FUNDS PLC

(an umbrella investment company with segregated liability between its sub-funds)

PROPOSED MERGER

OF

STERLING FUND

(a sub-fund of Global Treasury Funds plc)

INTO

GOLDMAN SACHS STERLING LIQUID RESERVES FUND

(a sub-fund of Goldman Sachs Funds, plc)

THE ACTION REQUIRED TO BE TAKEN IS SET OUT ON PAGE 14. Notice of a Meeting of Shareholders in the Sterling Fund, a sub-fund of Global Treasury Funds plc, to be held on 25 March 2014 is set out on page 15 of this Circular. You are particularly requested to complete and return the relevant enclosed proxy form contained on page 16 of this Circular in accordance with the instructions printed thereon as soon as possible but in any event so that they arrive by 10.20 a.m. on 23 March 2014.

The Directors have taken all reasonable care to ensure that the facts contained in this Circular are true

and accurate in all material respects and that there are no material facts the omission of which would

make misleading any statement herein of fact or of opinion. The Directors accept responsibility

accordingly. Dated 3 March 2014


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CONTENTS PAGE

Definitions 4

Explanatory Letter from Global Treasury Funds plc 6

Appendix I 15 Notice of Extraordinary General Meeting of the Sterling Fund

Appendix II 16 Proxy Form for Shareholders in the Sterling Fund

Appendix III 18 List of New Share classes to be received in exchange for Existing Share classes

Appendix IV 19 Jurisdiction Table

Appendix V 20 Country Specific Information

Appendix VI 21 Schedule of Principal Similarities and Differences

Appendix VII 27 Directors of GS Funds

Appendix VIII 28 Unaudited portfolio details for the Goldman Sachs Sterling Liquid Reserves Fund as at 4 February 2014

All definitions used in this Circular, except where the context requires otherwise, have the meaning

attributed to them on pages 4 and 5.


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KEY DATES FOR MERGER OF THE STERLING FUND AND THE GOLDMAN SACHS STERLING LIQUID

RESERVES FUND

Date of dispatch of Circular 3 March 2014 Last time and date for receipt of proxy forms in relation 10.20 a.m. on 23 March 2014 to the Meeting Date of the Meeting 25 March 2014 Date of dispatch of notification of outcome of the Meeting 25 March 2014 (and notification of any change to the Effective Date) Latest time for dealing in Existing Shares 11 April 2014 Effective Date and Time 7 a.m. on 14 April 2014 First day for dealing in New Shares in the Effective Date the Goldman Sachs Sterling Liquid Reserves Fund Date of dispatch of letters confirming within 21 days of the Effective Date shareholding in the Goldman Sachs Sterling Liquid Reserves Fund

The merger of the Sterling Fund with the Goldman Sachs Sterling Liquid Reserves Fund is subject to the

approval of the Shareholders in the Sterling Fund. Save where otherwise provided, times referred to above

are Irish times.


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DEFINITIONS

Central Bank means the Central Bank of Ireland;

Circular means this circular to be issued to Shareholders in relation to the Merger;

Directors mean the directors of GTF;

Directive means Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the co-ordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS);

Effective Date is 14 April 2014 or such later date as may be notified to Shareholders at the time of the notification of the outcome of the Meeting;

Effective Time means 7 a.m.;

Exchange Ratio means the number of New Shares which a Shareholder participating in the Merger will receive in the Receiving Fund in exchange for and having an equivalent value to their holding of Existing Shares;

Existing Shares means shares held by a Shareholder in the Merging Fund;

Group Company means in relation to any company, any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company;

GS Funds means Goldman Sachs Funds, plc, an open-ended umbrella investment company with variable capital incorporated with limited liability and segregated liability between its sub-funds in Ireland under the Companies Acts 1963 to 2012 of Ireland with registration number 252159 and established as a UCITS under the Regulations;

GS Funds Custodian means BNY Mellon Trust Company (Ireland) Limited;

GSAMI means Goldman Sachs Asset Management International;

GSAMI Group means GSAMI and any Group Company of GSAMI;

GTF means Global Treasury Funds plc, an open-ended umbrella investment company with variable capital incorporated with limited liability and segregated liability between its sub-funds in Ireland under the Companies Acts 1963 to 2012 of Ireland with registration number 335525 and established as a UCITS under the Regulations;

GTF Administrator means BNY Mellon Fund Services (Ireland) Limited;

Independent Auditor means an auditor approved in accordance with Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts;

KIID(s) means Key Investor Information Document(s);

Meeting means the extraordinary general meeting of the Merging Fund to approve the Merger to be held on 25 March 2014;

Memorandum and Articles of Association means the memorandum and articles of association of GTF or GS Funds as appropriate;

Merger means the proposed separate and independent merger of the Merging Fund with the Receiving Fund, as more particularly described in the Circular;

Merger Agreement means the commercial agreement relating to the merger of GTF and GS Funds which was announced on 21 October 2013;


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Merging Fund means the Sterling Fund, a sub-fund of GTF which is to merge with the Receiving Fund, a sub-fund of GS Funds;

Money Market Fund means a short-term money market fund as defined by the European Securities and Markets Authority guidelines on a common definition of European money market funds and the Central Bank's UCITS notices;

New Shares means shares in the Receiving Fund to be issued to a Shareholder under the Merger in exchange for their holding of Existing Shares;

Prospectus means the prospectus of GTF or GS Funds as appropriate;

RBSAMD means RBS Asset Management (Dublin) Limited, a UCITS management company authorised pursuant to the Regulations and appointed to act as manager of GTF;

RBSI means the Royal Bank of Scotland International Limited;

RBS plc means The Royal Bank of Scotland plc which acts as promoter to GTF;

Receiving Fund means Goldman Sachs Sterling Liquid Reserves Fund, a sub-fund of GS Funds which is to receive the assets of the Merging Fund;

Regulations mean the European Communities (Undertaking for Collective Investment in Transferable Securities) Regulations 2011, as amended and includes any relevant notices and guidelines issued by the Central Bank pursuant to the Regulations;

Resolution means the resolution to be considered at the Meeting;

Shareholder means a holder of Existing Shares on the share register of the Merging Fund;

UCITS means an undertaking for collective investment in transferable securities authorised pursuant to the Regulations; and

UK means the United Kingdom.


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Guild House, Guild Street, International Financial Services Centre, Dublin 1, Ireland 3 March 2014

Proposed Merger of the Sterling Fund, a sub-fund of Global Treasury Funds plc into Goldman Sachs

Sterling Liquid Reserves Fund, a sub-fund of Goldman Sachs Funds, plc Dear Shareholder

We are writing to you as a shareholder in the Sterling Fund (the Merging Fund) which is a sub-fund of Global Treasury Funds plc, an Irish domiciled umbrella investment company with segregated liability between its sub-

funds (GTF). The purpose of this Circular is to describe the proposal to merge the Merging Fund with the Goldman Sachs

Sterling Liquid Reserves Fund (the Receiving Fund) on the Effective Date by way of Merger completed in accordance with paragraph (c) under the definition of “Merger” in Regulation 3(1) of the Regulations. Information on the background and rationale for this proposed merger is set out below. This proposed Merger relates on a broader scale to the five sub-funds of GTF merging with five corresponding sub-funds of GS Funds as set out below. A separate circular is being sent to shareholders in each sub-fund setting out the proposed merger terms in relation to each sub-fund merger. Shareholders in each sub-fund will be asked to vote in favour of the proposed merger as set out in the relevant circular.

Merging Fund of Global Treasury Funds

plc

Receiving Fund of Goldman Sachs Funds, plc

(i) Dollar Fund Goldman Sachs US$ Liquid Reserves Fund

(ii) Euro Fund Goldman Sachs Euro Liquid Reserves Fund

(iii) Sterling Fund Goldman Sachs Sterling Liquid Reserves Fund

(iv) Euro Government Fund

Goldman Sachs Euro Government Liquid Reserves Fund

(v) Sterling Government Fund

Goldman Sachs Sterling Government Liquid Reserves Fund

To be effective, the proposed Merger requires approval of the Resolution set out in the Notice of Extraordinary General Meeting contained in Appendix I of this Circular to approve the proposed Merger of the Merging Fund. The relevant proxy form is enclosed in Appendix II of this Circular to enable Shareholders to vote at the Meeting. Shareholders who cannot to attend in person are urged to complete and return the proxy form as soon as possible and in any event no later than the date and time set out on page 3 of this Circular.

The proposed merger of each of the five sub-funds of GTF with five corresponding sub-funds of GS Funds as set out in the above table is separate from and independent of each other. Therefore, the approval of the merger of one GTF sub-fund is not contingent upon the approval of the merger of any other GTF sub-fund. It is possible that the merger may not be approved in relation to any GTF sub-fund or that it may be approved in relation to one GTF sub-fund but not any other.

Background to and rationale for the proposed Merger

RBS plc has reviewed the strategic fit of GTF within its overall business model. It has concluded that, in light of market developments and ongoing cost requirements, the sector in which GTF operates is not currently in


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alignment with its overall strategy. A merger of the five sub-funds of GTF with five corresponding sub-funds of GS Funds under the Directive has been proposed. The GS Funds have been selected as the proposed counter-party to the merger of all five sub-funds set out in the table above on commercial grounds and in order to promote the success of the Merging Fund and for the benefit of shareholders in GTF as a whole. Shareholders participating in the Merger will benefit from an increased asset base which should create economies of scale.

As set out above, RBS plc no longer considers GTF to be a strategic fit within its overall business model and as such the five sub-funds of GTF will be closed by its Directors if they are not merged with another Money Market Fund. On the basis that Shareholders wish to remain invested in a Money Market Fund, the Directors are of the opinion that it would be in the best interests of Shareholders to exchange their Existing Shares for New Shares. Accordingly, the Directors are proposing the Merger whereby the Merging Fund will transfer its net assets to the Receiving Fund which, if approved by Shareholders, will result in those Shareholders directly holding New Shares in the Receiving Fund. In the event that all of the proposed mergers are approved, GTF will then have no active sub-funds and the Directors of GTF will take steps to wind up GTF in accordance with the Memorandum and Articles of Association of GTF.

Proposed Merger and the impact on Shareholders in the Merging Fund Transfer of assets The Merger will involve the delivery and/or transfer of the net assets of the Merging Fund to the GS Funds Custodian to be held on behalf of the Receiving Fund in exchange for the issue of New Shares in the Receiving Fund to Shareholders on the Effective Date. Accrued Income The final dividend declared by the Merging Fund prior to the Effective Date will be paid on 1 April 2014. Any income of the Merging Fund accrued but not yet paid out by the Merging Fund as at the Effective Date will form part of the assets of the Merging Fund and will be distributed to Shareholders of the Merging Fund on or after the Effective Date. Impact on holding Under the terms of the Merger, Shareholders will receive New Shares having an equivalent value to the value of their holding of Existing Shares on the Effective Date. Shareholders holding fractions of Existing Shares will receive fractions of New Shares in the Receiving Fund. The net asset value of the Merging Fund on the Effective Date will be calculated in accordance with the valuation methodology of GTF as set out in its Prospectus and Memorandum and Articles of Association. The net asset value of the Receiving Fund on the Effective Date and, following the delivery and/or transfer of the net assets of the Merging Fund to the Receiving Fund, will be calculated in accordance with the valuation methodology of GS Funds as set out in its Prospectus and Memorandum and Articles of Association. The valuation methodology for the assets of the Merging Fund is the same as that of the Receiving Fund. Each applies the amortised cost method of valuation in the manner prescribed by the Central Bank for use by Money Market Funds. The net asset value of the Merging Fund and the Receiving Fund will not be known until the Effective Date. Dealings in the Existing Shares will continue until the latest time for dealing in the Existing Shares as set out on page 3 of this Circular. If the Resolution is passed, the Merger will be binding on all Shareholders on the register of members of the Merging Fund on the Effective Date and Shareholders will be issued New Shares without any further action on their part, whether or not they voted in favour of the Merger or voted at all.

Impact on rights of Shareholders of the Merging Fund

The Merging Fund and the Receiving Fund are existing sub-funds of different Irish UCITS authorised by the Central Bank. Each is a Money Market Fund. A table setting out the New Shares proposed to be received by holders of Existing Shares is contained in Appendix III. Where possible the New Share class will correspond as closely as possible to the Existing Share class. The management fees and distribution fees relating to the Existing Shares and New Shares are set out in Appendix III. It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund


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have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fees respectively of 30bps and 25bps. Other than any difference in fee structure, the New Shares will operate in a very similar way to the Existing Shares as regards subscriptions, repurchases, conversions and payment of distributions (if any in respect of a particular New Share class) although there may be some differences in dealing deadline times, settlement dates or minimum dealing amounts between Existing Share classes and New Share classes. Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund and currently this policy is active for the Merging Fund. While there are some differences between GTF and GS Funds, principal differences are set out in Appendix VI, it is not expected that there will be any material difference in the rights of Shareholders before and after the Merger takes effect as Shareholders will still be invested in an Irish UCITS Money Market Fund authorised by the Central Bank. By participating in the Merger, Shareholders are deemed to agree that all representations, warranties, indemnities, confirmations and declarations provided by Shareholders in existing subscription forms shall be deemed to be provided to the Receiving Fund as if the subscription forms had been addressed directly to the Receiving Fund and provided by the Shareholders as such at the Effective Time. Re-designation of Share Classes

Existing Shares held in any of Class 1, Class 2, and Class 3 of the Merging Fund may be re-designated by the

Directors as shares in another of such classes if the value of Existing Shares held by the Shareholder in the

relevant class falls below the minimum holding for that class or if the value of Existing Shares in the relevant

class rises above the maximum holding value of Existing Shares for that class. The Receiving Fund will not re-

designate shareholders between share classes in this way and therefore the share class in which holders of

Existing Shares are invested on the Effective Date will determine the class of New Shares which holders of

Existing Shares will receive.

Changes to Settlement Periods for Subscriptions and Redemptions for Accumulation Class Holders

In order for the Merger to be carried out efficiently, the settlement periods for subscriptions and redemptions of

the accumulating classes of Existing Shares will be amended on the last dealing day before the Effective Date

so that the settlement period for subscriptions and redemptions will be close of business (Dublin time) on that

dealing day. Therefore, for any subscriptions made by the dealing deadline on the last dealing day before the

Effective Date, subscription proceeds must be received by close of business (Dublin time) on that day.

Redemption proceeds for any redemptions submitted by the dealing deadline on the last dealing day before the

Effective Date will be paid out by close of business (Dublin time) on that day. Impact on performance of Merging Fund On the basis that the investment objective and policies of the Merging Fund and the Receiving Fund are substantially similar, the Merger is not expected to impact the performance experienced by Shareholders. No performance fee is currently payable in relation to the Merging Fund. No performance fee is payable in relation to the Receiving Fund. As most of the portfolio of assets of the Merging Fund comprise eligible assets for the purposes of the portfolio of assets which can be held by the Receiving Fund, it is expected that no significant re-balancing of the portfolio of the Merging Fund will be required before the Merger can become effective. If the Merger is approved, reasonable endeavours will be used to ensure any instruments issued by The Goldman Sachs Group Inc. or any member of its group held by the Merging Fund will be disposed of prior to the Effective Date. Impact on Risk Profile Each Merging Fund and Receiving Fund is a Money Market Fund. The synthetic risk and reward indicator


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(SRRI) which is set out in the KIID for a UCITS is a measure of a fund’s volatility. The SRRI for both the Merging Fund and Receiving Fund is 1. GTF is suitable for investors seeking a moderate return over a short term and who require lower than average risk, and GS Funds is suitable for those who wish to maximise current income to the extent consistent with the preservation of capital and the maintenance of liquidity by investing in a diversified portfolio of high quality money market securities. The risks included in the narrative accompanying the SRRI in the KIIDs for the Receiving Fund differ from those of the Merging Fund but there is no material difference in the risk profiles for both the Merging Fund and Receiving Fund. General Existing Shares are listed on the Irish Stock Exchange. New Shares are listed on the Irish Stock Exchange. Unaudited portfolio details for the Receiving Fund are set out at Appendix VIII. The Merging Fund is a recognised scheme in the UK for the purposes of section 264 of the UK Financial

Services and Markets Act 2000, as amended (FSMA) and accordingly can be promoted in the UK by persons authorised to conduct investment business in the UK. The Receiving Fund has also been registered under section 264 of FSMA. The table in Appendix IV lists the jurisdictions in which the Merging Fund is currently registered for marketing and indicates whether the Receiving Fund is also registered in those jurisdictions. Additional country specific information is set out for Shareholders at Appendix V. No application is being made to suspend dealings in either the Merging Fund or the Receiving Fund in order to facilitate the calculation of the Exchange Ratio.

Principal Similarities and Differences

A table highlighting the principal similarities and differences between the Existing Fund and the Receiving Fund is included at Appendix VI. Accounting Date The accounting year end date of 31 December is the same for GTF and GS Funds. Fund Authorisation and Structure

Both GTF and GS Funds are authorised under the Regulations and have the same domicile. The legal form of GTF and GS Funds is the same i.e. they are both established as investment companies, although GTF has appointed RBSAMD as its management company, whereas GS Funds is a self-managed UCITS.

Service Providers

GTF and GS Funds each have the same administrator and custodian. GS Funds has appointed a separate registrar and transfer agent, RBC Investor Services Ireland Limited, and a separate shareholder service agent, Goldman Sachs International acting through its European Shareholder Services group. GTF and GS Funds have different promoters, investment managers and auditors. Directors Details of the directors of GS Funds are set out in Appendix VII.

Key Investor Information Document (KIID) A copy of the KIID of each share class of the Receiving Fund is enclosed with this Circular and is available at www.gsam.com/kiids. Shareholders are encouraged to read the relevant KIID, which contains information on the essential features of the share classes of the Receiving Fund.

http://www.gsam.com/kiids


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Taxation

The below summary is only intended as a general guide to some of the main aspects of current Irish

and UK tax law and practice applicable to the Merger and may not apply to certain categories of

investor. It is not intended to provide specific advice and no action should be taken or omitted to be

taken in reliance upon it. If Shareholders are in any doubt about their personal UK and Irish tax position

in relation to the Merger, or indeed if they are resident for tax purposes in another jurisdiction, they

should seek independent advice immediately from their professional adviser.

Shareholders should be aware that, depending on their individual circumstances, there may be some

impact in respect of taxation arising from the proposed Merger. Shareholders should carefully consider

their position in this regard. Non Irish and UK tax resident investors should in particular consider

obtaining appropriate professional advice regarding their position under the proposed Merger.

Irish Taxation

If the Merger is approved by the Shareholders, the exchange and cancellation of the Existing Shares in return for the issue of New Shares shall not be a chargeable event under Irish tax law. Accordingly, no Irish tax liability will arise for the Shareholders on the cancellation of their Existing Shares and the acquisition of New Shares under the Merger. In the event that New Shares are subsequently disposed of by the Shareholders, Irish tax legislation would deem such New Shares to have been acquired at the date and at the price that the Existing Shares were originally acquired. If the Shareholders request the repurchase of their Existing Shares this would constitute a taxable event for Irish tax purposes and would be subject to the same tax consequences as any disposal of shares in the Merging Fund. A disposal of New Shares will be a chargeable event for Irish tax purposes. However no tax should arise where the Shareholders are Irish tax resident exempt investors or non-Irish tax resident investors and the appropriate declarations have in each case been filed with the Receiving Fund prior to the chargeable event arising. Existing subscription forms (containing the relevant declarations) signed by Shareholders have been transferred to the Receiving Fund in lieu of Shareholders being required to sign new declarations. The Revenue Commissioners have confirmed that as a result the Receiving Fund does not need to obtain new declarations from Shareholders. No stamp, documentary, transfer or registration tax would be payable in Ireland by the Shareholders on the disposal of their Existing Shares or on the issue of New Shares. Following the Effective Date, there will be no difference in the manner in which Shareholders are taxed in relation to their holding of New Shares from the Irish taxation treatment currently applied in relation to their holding of Existing Shares.

UK Taxation

Merging Fund

Capital Gains

GTF has carried on its affairs with the intention of not becoming resident in the UK or carrying on a trade in the

UK. Provided GTF is not resident in the UK and does not carry on a trade in the UK, gains arising on the

transfer of the assets of the Merging Fund to the Receiving Fund will not be subject to UK capital gains tax or

corporation tax on chargeable gains.

Stamp Duty and Stamp Duty Reserve Tax

No UK stamp duty or stamp duty reserve tax should be payable on the cancellation of the Existing Shares or on

the issue of New Shares.

Shareholders

Individual Shareholders

On the basis that the Merging Fund is not a "reporting fund” for the purposes of the UK's Offshore Funds (Tax)


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Regulations 2009 (SI 2009/3001), the treatment applicable to individual Shareholders on the disposal by them of

shares in the Merging Fund will depend on whether the Receiving Fund is or is not a “reporting fund” for the

purposes of SI 2009/3001.

To the extent that any of the classes of the Receiving Fund is a "reporting fund" (which is understood to be the

case in relation to the distributing classes of the Receiving Fund), it is expected that UK resident individual

Shareholders should be treated as making a disposal of their interest in the Merging Fund for the purposes of

the UK offshore funds rules as a result of the Merger (notwithstanding that the conditions of section 136 of the

Taxation of Chargeable Gains Act (TCGA 1992) may otherwise be met). This disposal should be treated as

made for a consideration equal to the market value of the Merging Fund shares which are being disposed of.

Any individual Shareholders who are resident or ordinarily resident in the UK will (subject to any available reliefs)

be liable to UK income tax in respect of gains arising from the disposal.

To the extent that any of the classes of the Receiving Fund is not a "reporting fund" (which is understood to be

the case in relation to the accumulating classes of the Receiving Fund), it is expected that the conditions of

section 136 of the TCGA 1992 should be met and there should be no disposal made by UK resident individual

Shareholders of their interest in the Merging Fund for the purposes of the UK offshore funds rules as a result of

the Merger. Instead, the interest received by Shareholders in the Receiving Fund will be treated as having been

acquired at the time of, and for the consideration applicable to, the interest in the Merging Fund which is being

disposed of.

If any individual Shareholder holds more than 5% of any class of the Merging Fund, the "no disposal" treatment

described above will only be available if the transaction has been entered into for bona fide commercial reasons

and not for a tax avoidance purpose (section 137(1) TCGA 1992). Clearance has been obtained from Her

Majesty's Revenue & Customs (HMRC) under section 138 TCGA 1992 that section 137(1) TCGA 1992 will not

apply to this transaction.

The "transactions in securities" legislation in Chapter 1 of Part 13 Income Tax Act 2007 (ITA 2007) is an anti-

avoidance provision which HMRC may invoke in certain circumstances to counter transactions which result in

an income tax advantage. These provisions could apply to individual Shareholders as a result of the Merger. A

tax charge would, however, only apply if the main purpose, or one of the main purposes, of the person in being

a party to the transaction in securities, or any of the transactions in securities, is to obtain an income tax

advantage and HMRC serve a counteraction notice. Given that future returns for individual Shareholders should

be taxed as income in any event (either when income is reported in relation to the Receiving Fund which is a

"reporting fund" or on the disposal of interests in the Receiving Fund which is not a "reporting fund" pursuant to

the offshore funds rules), it would not normally be expected that HMRC would seek to invoke these provisions.

In any event, clearance has been obtained from HMRC under section 701 ITA 2007 that they will not serve a

counteraction notice in relation to this transaction.

Corporate Shareholders

For UK corporate Shareholders within the charge to corporation tax, as the Merging Fund's investments will

predominantly consist of interest-bearing securities and money market securities, the Existing Shares held by

them should be treated for the purposes of the UK's loan relationship rules as rights under a creditor relationship

(instead of the offshore fund regime described above). For UK tax purposes, a fair value basis of accounting

must be used (meaning that any debits or credits for tax purposes should be recognised in line with the

accounting treatment of the Merger).

The "transactions in securities" rules described above also apply to corporate Shareholders (Part 15 Corporation

Tax Act 2010 (CTA 2010)) as a result of the Merger. Given the way that corporate Shareholders are taxed

under the loan relationships regime described above, these rules are unlikely to be invoked by HMRC. To

confirm this position, clearance has been obtained from HMRC under section 748 CTA 2010 that they will not

serve a counteraction notice in relation to this transaction.

Tax treatment of future holdings for individual Shareholders and corporate Shareholders


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A summary of current UK tax law and HMRC practice applicable to the subsequent holding and disposal of New

Shares is set out in the GS Funds’ Prospectus.

Basis of the Merger An extraordinary general meeting of the Shareholders in the Merging Fund is being convened for 25 March 2014 in order to consider and vote on the proposed Merger. The Notice of the Meeting is set out in Appendix I to this Circular.

The Notice sets out the text of the Resolution to be proposed at the Meeting.

The implementation of the proposed Merger for the Merging Fund is conditional upon the Resolution set out at Appendix I being duly passed as a special resolution of the Shareholders in the Merging Fund.

The quorum for the Meeting is two Shareholders present at the Meeting in person or by proxy.

The Resolution will be proposed as a special resolution. To be passed as a special resolution, the Resolution must be carried by a majority of not less than 75% of the total number of votes cast in person or by proxy at the Meeting. In view of the importance of these matters, the Chairman of the Meeting will demand that a poll be taken. Where votes are cast on a poll, the Memorandum and Articles of Association of GTF provide that any shareholder present in person or by proxy shall be entitled to one vote in respect of each share held.

Shareholders will be notified promptly of the outcome of the Meeting.

If the Resolution is passed, the Merger will be binding on all Shareholders on the register of members of the Merging Fund on the Effective Date.

Shareholders will be issued with New Shares in the relevant share class having an equivalent value to their holding of Existing Shares without any further action on their part, whether or not they voted in favour, or voted at all. Confirmation of your new holding in the Receiving Fund will be sent to you within 21 days of the Effective Date. The first day for dealing in the Receiving Fund will be the Effective Date.

Shareholders who do not wish to take part in the Merger must request the repurchase of their Existing

Shares prior to the latest time for requesting such a repurchase, as specified on page 3 of this Circular.

Otherwise, in the event that the Merger proceeds, such Existing Shares will automatically form part of

the Merger.

Although there is no repurchase fee currently applied in relation to the Merging Fund, the Regulations

provide that Shareholders will have the right to request a repurchase of their Existing Shares without

charge from the date of this Circular up to the latest time for requesting a repurchase of their Existing

Shares as set out on page 3 of this Circular.

Dealings in the Existing Shares will cease at 1 p.m. on 11 April 2014 for distributing shares and for accumulating shares being the latest time for dealing in the Existing Shares. If the Resolution is passed, no further dealings in the Existing Shares will take place from the latest time for dealing in the Existing Shares, the register will be closed and the Existing Shares shall cease to be of any value or effect (subject to the terms of the Merger) after the Effective Time.

Subscription requests received prior to the latest time for dealing in the Existing Shares will be processed in accordance with the Prospectus of GTF. In the event that subscription requests are received for the Merging Fund after the latest time for dealing in the Existing Shares, such requests will be refused, and the applicant will be informed that the Merging Fund is closed for subscriptions. In the event that repurchase or exchange requests are received for the Merging Fund after the latest time for requesting such a repurchase or exchange, as set out on page 3 of this Circular, such requests will be refused and the holding of Existing Shares by the Shareholder will automatically form part of the Merger. Shareholders who form part of the Merger and receive New Shares in exchange for their Existing Shares will be able to exercise their rights as shareholders in the Receiving Fund as and from the first dealing day for dealing in the New Shares as set out on page 3 of this Circular. In the event that the Resolution is not passed, the Merging Fund shall be terminated. If this is the case, Shareholders will receive a further notification after the Meeting outlining what steps will be taken to terminate the Merging Fund. Dealings in the Merging Fund will continue after the Meeting until the Merging Fund is


M-16303481-31 13

terminated. In the event that the Resolution is passed, the proposed Merger will involve the delivery and/or transfer to the GS Funds Custodian, to be held on behalf of the Receiving Fund of the net assets of the Merging Fund in exchange for the issue of New Shares to Shareholders. The number of New Shares to be issued to each Shareholder in exchange for Existing Shares will not be known until the Effective Date. The value of the holding of New Shares which a Shareholder will receive under the Merger will equal the value of their holding of Existing Shares immediately prior to the Effective Time.

Potential Changes to the Merging and Receiving Funds due to European Securities and Markets

Authority Guidelines

The European Securities and Markets Authority (ESMA) previously published new regulatory requirements which apply to the portfolio management techniques which may be utilised by the Merging and Receiving Funds. However, the applicability of the new rules concerning diversification of collateral received by money market funds in relation to repurchase agreements and reverse repurchase agreements is currently subject to further consultation by ESMA. ESMA has indicated that it will finalise its guidelines in the first quarter of 2014. If ESMA conclude that the new collateral guidelines do apply then, the Merging Funds and the Receiving Funds may need to reduce, in certain circumstances, the use of reverse repurchase agreements, which could have a negative impact on the yield achieved.

Expenses of the Merger The Merging Fund will not bear the legal, advisory or administrative costs of the Merger which will be borne by RBS plc. In the case of the expenses of GS Funds in connection with the Merger, GSAMI has agreed to bear the direct legal counsel costs associated with the Merger and any publication or audit costs associated with the Merger. As the Merger will involve an in specie transfer of assets, transaction costs (if any) are expected to be minimal.

Review by an Independent Auditor

In accordance with the Regulations, an Independent Auditor will validate the following:

the criteria adopted for the valuation of the net assets of the Merging Fund on the Effective Date; and

the calculation method of the Exchange Ratio as well as the actual Exchange Ratio determined at the Effective Time.

Following the Effective Date, an Independent Auditor will prepare a report with details of its findings in relation to the above which will be available to the Shareholders and Receiving Fund shareholders, free of charge, upon request to the GTF company secretary. A copy of this report will also be available to the Central Bank.

Data Protection Upon completion of the Merger any personal data relating to Shareholders accounts will cease to be controlled by GTF and will instead be controlled by GS Funds as data controller in accordance with the provisions of the Data Protection Acts 1988 and 2003. GS Funds collect, store and process, by electronic or other means, the personal data supplied by its shareholders for the purpose of fulfilling the services required by the shareholders and complying with its legal obligations. The personal data processed includes in particular the name, contact details (including postal or email address), banking details, invested amount and holdings in GS Funds of each shareholder. Personal data supplied by shareholders is processed for the purpose of (i) maintaining the register of shareholders, (ii) processing subscriptions, redemptions and exchanges of shares and payments of dividends to shareholders, (iii) performing controls on excessive trading and market timing practices, and (iv) complying with applicable anti-money laundering rules. Each shareholder has the right to access their personal data and may ask for the personal data to be rectified where it is inaccurate or incomplete by writing to GS Funds. In order to facilitate the merger process, GTF/RBS plc have made personal data available to GS Funds, GSAMI Group and their data processors in order to carry out anti-money laundering checks. Upon completion of the Merger, personal data may be transferred to other data processors of GS Funds, which


M-16303481-31 14

may be located within the E.U. or in countries outside of the E.U. whose data protection laws may not offer an adequate level of protection. By continuing to hold shares in GTF, holders of Existing Shares consent to the transfer of any personal data held by GTF and/or RBS plc to GSAMI Group and GS Funds, as well as the transfer of any personal data to processors located in Australia, Singapore, Japan, Korea, Hong Kong, India and the U.S, in order to enable them to continue to service accounts relating to New Shares following the Merger. RBS plc/GTF may retain personal data relating to Existing Shares in GTF after the Merger in accordance with the RBS plc/GTF record keeping policy.

Documents available for inspection

The following documents are available on request from, or are available for inspection at, the offices of the GTF company secretary, Goodbody Secretarial Limited, 25/28 North Wall Quay, Dublin 1, during usual business hours on any business day (Saturdays and Sundays excepted) from the date of this Circular up to and including the date of the Meeting and, if the Resolution is passed, up to and including the Effective Date:

Key Investor Information Documents (KIID) relating to the Merging Fund;

Memorandum and Articles of Association of GTF and GS Funds;

Prospectus of GTF and GS Funds;

KIIDs relating to the Receiving Fund;

Audited report and accounts of GTF for the period to 31 December 2012;

Audited report and accounts of GS Funds for the period to 31 December 2012; and

the Regulations. Shareholders or potential investors who submit subscription requests or who ask to receive copies of the above documents during the period from the date of this Circular to the Effective Date will be provided with a copy of this Circular and the relevant KIID of the Receiving Fund.

Action to be taken We would draw your attention to the Notice of Extraordinary General, which contains the Resolution, set out in Appendix I of this Circular in relation to the Merging Fund. The documents available for inspection, including the KIIDs of the Receiving Fund which Shareholders are advised to read in advance of voting on the Resolution, are listed above. Shareholders holding Existing Shares in the Merging Fund are urged to complete and return the proxy form set out in Appendix II of this Circular. The proxy form should be returned as soon as possible and in any event no later than the date and time set out on page 3 of this Circular. The requisite approvals of the Central Bank and the Irish Stock Exchange have been obtained in relation to the issue of this Circular. In order to implement the Merger, the following actions must be completed:-

the passing of the Resolution by Shareholders to approve the Merger;

the implementation of the transfer of the net assets of the Merging Fund to the Receiving Fund; and

the issue of New Shares to Shareholders.

Following the implementation of the Merger, the Directors will arrange for the filing with the Central Bank of any necessary documents required by the Central Bank in order to note the fact that the Merger has become effective. In the opinion of the Directors, the Merger is fair and reasonable and is in the best interests of Shareholders, as

a whole. The Directors recommend that you vote in favour of the Resolution to be proposed.


M-16303481-31 15

RBSAMD currently acts as the manager to GTF. RBSAMD is also a shareholder in the Merging Fund and will be counted in the quorum at the Meeting. However, as RBSAMD is a subsidiary of RBS plc, which gives rise to a potential conflict of interest in relation to voting on the Resolution, it shall abstain from voting on the Resolution. If you do not intend to attend the Meeting in person, it is important that you exercise your voting rights in respect of the Meeting by completing and returning your enclosed proxy form so that it will arrive by 10.20 a.m. on 23 March 2014 at the following address: Goodbody Secretarial Limited 25/28 North Wall Quay Dublin 1 Ireland Fax: 01 649 2649 (with original to follow by post) Submission of a proxy form will not preclude you from attending and voting at the Meeting in person if you so wish.

If you have any queries in relation to the proposed Merger or otherwise in relation to this Circular, please contact Sue Leigh, tel: +44 1782 755155 or Warren Boon, tel: +44 20 3361 1610.

Yours faithfully

Director for and on behalf of

Global Treasury Funds plc


M-16303481-31 16

APPENDIX I

NOTICE OF EXTRAORDINARY GENERAL MEETING

OF

STERLING FUND (the Merging Fund)

A SUB-FUND OF GLOBAL TREASURY FUNDS PLC (the Company)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Merging Fund, a sub-fund of the Company, will be held at 25/28 North Wall Quay, IFSC, Dublin 1, Ireland on 25 March 2014 at 10.20 a.m. to consider and, if thought fit, to pass the following resolution, as a special resolution, of the Merging Fund:

SPECIAL RESOLUTION:

That:

the merger, the terms of which are set out in a circular dated 3 March 2014 (the Circular) produced to the meeting and initialled by the Chairman for the purposes of identification to provide for the delivery and/or transfer of all the net assets of the Merging Fund to Goldman Sachs Sterling Liquid Reserves Fund (the

Receiving Fund), in consideration of the shareholders who are on the register of shareholders of the Merging

Fund on the date of implementation of the merger (Effective Date) being issued new shares in the Receiving Fund having an equivalent value to their holding of existing shares in the Merging Fund, be and is hereby approved on the terms and conditions set out in the Circular; and that all existing shares of the Merging Fund shall (subject to the terms of the merger) be deemed to have been redeemed following the issue of new shares in the Receiving Fund to those shareholders who are on the register of shareholders of the Merging Fund at the Effective Date; and that the Directors of the Company be and are hereby authorised, on behalf of the Company, to enter into and give effect to any and all documents, deeds and/or agreements and to do any act or thing, requisite or desirable, in the opinion of the Directors, for the purpose of carrying the merger into effect. And to transact any other business which may properly be brought before the meeting.

BY ORDER OF THE BOARD Director for and on behalf of



M-16303481-31 17

APPENDIX II

FORM OF PROXY

OF

STERLING FUND (the Merging Fund)

A SUB-FUND OF

GLOBAL TREASURY FUNDS PLC (the Company)

I/We ____________________________________________________________________________ being a shareholder of the Merging Fund, hereby appoint the Chairman of the meeting or _______________________, or failing her/him ___________________________________ as my/our proxy to vote for me/us on my/our behalf at an extraordinary general meeting of the Merging Fund to be held at 25/28 North Wall Quay, Dublin 1, Ireland on 25 March 2014 at 10.20 a.m. and at any adjournment thereof.

Signature:_______________________ Date: _______________________

It is intended that votes will be cast on a poll in accordance with the Memorandum and Articles of Association. Where votes are to be cast on a poll each shareholder is entitled to one vote in respect of each share held. Please insert the number of shares in the space below which you wish to vote “FOR” or “AGAINST” the resolution.

Special Resolution Number of

Shares

For

Number

of Shares

Against

Abstain

That: the merger, the terms of which are set out in a circular dated 3 March

2014 (the Circular) produced to the meeting and initialled by the Chairman for the purposes of identification to provide for the delivery and/or transfer of all the net assets of the Merging Fund to Goldman

Sachs Sterling Liquid Reserves Fund (the Receiving Fund), in consideration of the shareholders who are on the register of shareholders of the Merging Fund on the date of implementation of the

merger (Effective Date) being issued new shares in the Receiving Fund having an equivalent value to their holding of existing shares in the Merging Fund, be and is hereby approved on the terms and conditions set out in the Circular; and that all existing shares of the Merging Fund shall (subject to the terms of the merger) be deemed to have been redeemed following the issue of new shares in the Receiving Fund to those shareholders who are on the register of shareholders of the Merging Fund at the Effective Date; and that the Directors of the Company be and are hereby authorised, on behalf of the Company, to enter into and give effect to any and all documents, deeds and/or agreements and to do any act or thing, requisite or desirable, in the opinion of the Directors, for the purpose of carrying the merger into effect.


M-16303481-31 18

Notes:

1. This proxy form (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be sent to, or deposited at, the offices of Goodbody Secretarial Limited, 25/28 North Wall Quay, Dublin 1, Ireland (the Company Secretary), (facsimile + 353 1 649 2649) attention of: Emma O'Sullivan of Goodbody Secretarial Limited no later than 48 hours before the time appointed for the holding of the meeting or the adjourned meeting.

2. If you wish to appoint as your proxy some person other than the Chairman of the meeting please insert in block capitals the full name of the person of your choice. A proxy need not be a shareholder of the Merging Fund.

3. The proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on the resolution if no instruction is given in respect of each resolution, and on any business or resolution considered at the meeting other than the resolution referred to in the notice of the meeting.

4. If the appointer is a corporation, this proxy form must be executed under the seal or under the hand of some officer or attorney duly authorised on its behalf. In the case of joint shareholders, any one shareholder may sign however the vote of the senior who tenders a vote by proxy shall be accepted to the exclusion of the votes of the other joint shareholders; and for this purpose seniority shall be determined by the order in which the names of the shareholders stand in the register in respect of the share.

5. The completion and return of the proxy form will not preclude shareholders from attending and voting at the said meeting should they decide to do so.


M-16303481-31 19

APPENDIX III

List of New Share classes to be received in exchange for Existing Share classes

It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fees of respectively 30bps and 25bps.

FROM: TO:

GLOBAL TREASURY FUNDS PLC GOLDMAN SACHS FUNDS, PLC

Share Class Mgmt. Fee Dist. Fee Share Class Mgmt. Fee Dist. Fee

Sterling Fund Goldman Sachs Sterling Liquid Reserves Fund

Class 1 (Acc) 15bp 35bp - Select (Acc) 15bp 30bp

Class 1 (Dist) 15bp 35bp - Administration 15bp 25bp

Class 2 (Acc) 15bp 25bp - Administration (Acc) 15bp 25bp


Class 3 (Acc) 15bp 10bp - Preferred (Acc) 15bp 10bp

Class 3 (Dist) 15bp 10bp - Preferred 15bp 10bp

Class 4 (Acc) 15bp 0bp - Institutional (Acc) 15bp 0bp

Class 4 (Dist) 15bp 0bp - Institutional 15bp 0bp

Class 5 (Acc) 15bp 5bp - Value (Acc) 15bp 5bp

Class 5 (Dist) 15bp 5bp - Value 15bp 5bp





Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund and currently this policy is active for the Merging Fund.


M-16303481-31 20

APPENDIX IV

Jurisdiction Table

The table below indicates with a √ a jurisdiction in which the relevant fund has been registered for sale in accordance with local laws.

Jurisdiction GTF Sterling

Fund

Goldman Sachs

Sterling Liquid

Reserves Fund

UK √ √

Germany √ √

Luxembourg √ √

Finland √ √

Singapore

√ (as a restricted recognised scheme)


Italy √ (for offer to institutional investors only)

√ (for offer to institutional investors only)

Jersey √ x

Guernsey √ x

Gibraltar √ x

Isle of Man √ (as a recognised scheme)

x


M-16303481-31 21

APPENDIX V

Country Specific Information

Guernsey

This Circular is not being circulated to the public in Guernsey and is only being circulated to existing

shareholders of the Merging Fund in Guernsey by or to entities licensed under The Protection of Investors

(Bailiwick of Guernsey) 1987, as amended.

Isle of Man

GTF is a collective investment scheme in the Isle of Man which is recognised under Section 4 of, and paragraph

1(1) of Schedule 4 to, the Collective Investment Schemes Act 2008 (as amended) of the Isle of Man (CISA).

Neither the Receiving Fund, nor GS Funds, is a collective investment scheme in the Isle of Man, which is

recognised under Section 4 of, and paragraph 1(1) of Schedule 4, to CISA.

For the purposes of CISA, the dispatch of this Circular to the Shareholders in the Isle of Man is likely to

constitute a promotion of the Receiving Fund in the Isle of Man. For the purposes of the Collective Investment

Schemes (Promotion of Schemes other than Authorised and Recognised Schemes) (Exemption) Regulations

2010 of the Isle of Man (the Isle of Man Regulations), the promotion contained in this Circular is being done by

RBSI (which is an ‘appropriate licenceholder’ within the meaning of the Isle of Man Regulations) in accordance

with the terms of the Isle of Man Regulations. RBSI has confirmed that it is responsible for the promotion of the

Receiving Fund for the purposes of the Isle of Man Regulations. Shareholders are not protected by any statutory

compensation arrangements in the Isle of Man.

It is not intended that the Receiving Fund will be recognised under Section 4 of, and paragraph 1(1) of Schedule

4 to, CISA and any Shareholders who receive New Shares in the Receiving Fund will not be protected by any

statutory compensation arrangements in the Isle of Man.

Jersey

No consent has been applied for under Article 8 of the Control of Borrowing (Jersey) Order 1958 (the Order) in

relation to the circulation of this Circular in Jersey by virtue of the exemption contained in Article 8(2) of the

Order, namely that the GS Funds have no "relevant connection" with Jersey and any offer contained herein does

not constitute an "offer to the public" for the purposes of the Order.

Luxembourg

The GS Funds documents as set out in the circular and the Luxembourg country supplement, are available on

request from the Luxembourg paying agent, RBC Investor Services Bank S.A., 14, Rue Porte de France, L-4360

Esch-sur-Alzette, Grand Duchy of Luxembourg.


M-16303481-31 22

APPENDIX VI

Schedule of Principal Similarities and Differences

For the avoidance of doubt all capitalised terms herein shall have the meaning prescribed in

the Definitions section of the relevant Prospectus

Product Features Global Treasury Funds plc

Goldman Sachs Funds, plc

Name

Sterling Fund

(the Merging Fund)

Goldman Sachs Sterling Liquid Reserves Fund

(the Receiving Fund)

Domiciliation Ireland

Ireland

Regulatory Status UCITS and a “Short Term Money Market Fund”

as defined by the European Securities and

Markets Authority

UCITS and a “Short Term Money Market Fund”


Markets Authority

Form Open-ended umbrella investment company

with variable capital incorporated with limited

liability

Open-ended umbrella investment company


liability

Segregated

Liability

Yes Yes

Service Providers

Manager RBS Asset Management (Dublin) Limited

Self-managed

Promoter The Royal Bank of Scotland plc

Goldman Sachs Asset Management

International

Investment

Manager

RBS Asset Management Limited Goldman Sachs Asset Management

International

Administrator BNY Mellon Fund Services (Ireland) Limited

BNY Mellon Fund Services (Ireland) Limited

Custodian BNY Mellon Trust Company (Ireland) Limited BNY Mellon Trust Company (Ireland) Limited

Distributor UK: The Royal Bank of Scotland plc

UK: Goldman Sachs International

US: Goldman, Sachs & Co.

Auditors KPMG

PricewaterhouseCoopers

Company

Secretary

Goodbody Secretarial Limited Matsack Trust Limited

Registrar and

Transfer Agent

BNY Mellon Trust Company (Ireland) Limited RBC Investor Services Ireland Limited

Legal Advisers A&L Goodbody

Matheson

Sponsoring

Broker/Listing

Agent

A&L Listing Investec

Shareholder None Goldman Sachs International acting through its


M-16303481-31 23

Services Agent

European Shareholder Services

Investment Objective and Policies

Investment

Objective and

Policies

The investment objective of the Merging Fund

is to provide income while preserving capital.

The Merging Fund invests predominantly in

highly rated, liquid money market instruments

issued by banks, public international bodies,

corporate or other commercial issuers as well

as those issued or guaranteed by the UK

government, denominated in Sterling.

The Merging Fund may invest in “Commercial Paper” (not including asset-backed commercial paper) which is payable in Sterling and is issued or guaranteed by corporations, commercial banks or other entities. In addition, the Merging Fund may invest in other short-term obligations payable in Sterling and issued or guaranteed by corporations, commercial banks or other entities, such as short-term notes and bonds.

The Merging Fund may utilise efficient portfolio

management techniques and instruments such

as reverse repurchase agreements in

accordance with the conditions and limits set

down by the Central Bank of Ireland from time

to time.

The Merging Fund seeks to maintain a stable

Net Asset Value per Distributing Share

however this may not be guaranteed.

The investment objective of the Receiving

Fund is to provide income while preserving

capital.

The Receiving Fund will invest in Sterling

denominated debt securities and debt

instruments issued by local and national

governments, supranational organisations,

high quality banks and other financial firms so

long as they are considered to be the

equivalent of First Tier Securities which means

the highest credit rating category for short term

investments by recognised credit rating

agencies.

The Receiving Fund may invest in “Commercial Paper” (including asset-backed commercial paper) which is payable in Sterling and is issued or guaranteed by corporations, commercial banks or other entities. In addition, the Receiving Fund may invest in other short-term obligations payable in Sterling and issued or guaranteed by corporations, commercial banks or other entities, such as short-term notes and bonds.

The Receiving Fund may also invest up to 10%

of the assets in other short-term money market

funds with similar investment objectives and

policies to the Receiving Fund and that would

present minimal credit risk.

The Receiving Fund may utilise efficient

portfolio management techniques and

instruments such as reverse repurchase

agreements in accordance with the conditions

and limits set down by the Central Bank of

Ireland from time to time.

The Receiving Fund seeks to maintain a stable

Net Asset Value per Share however this may

not be guaranteed.

Rating Triple A

Triple A

Subscription and Redemption

Base Currency Sterling

Sterling

Form of Shares Distributing and accumulating shares

Distributing and accumulating shares

Business Day Those days when banks are open for business

in the United Kingdom, or such other day or

days as may be determined from time to time

by the Directors and notified to Shareholders in

advance.

Those days when banks are open for business

in London, or such other day or days as may

be determined from time to time by the

Directors and notified to Shareholders in

advance.

Dealing Day Any Business Day. Any Business Day.


M-16303481-31 24

Dealing Deadline 1 p.m. Dublin time on each Dealing Day or

a later cut-off time as notified to investors at or

before the Valuation Point.

Administration Class Shares

Institutional Class Shares

Preferred Class Shares

Value Class Shares

1 p.m. Dublin time on each Dealing Day

The Distributor may elect a later cut-off time at

or before the Valuation Point.

Administration Accumulation Class Shares

Institutional Accumulation Class Shares

Preferred Accumulation Class Shares

Select Accumulation Class Shares

Value Accumulation Class Shares


Valuation Point 5 p.m. Dublin time on each Dealing Day.

4 p.m. Dublin time on a Dealing Day.

Minimum Initial

Subscription

Amount

£50,000 £1 million or such lesser amount as the

Directors or the Distributor may determine.

Minimum Holding Minimum holdings apply to all Classes

None

Maximum Holding Maximum holdings apply to Class 1 and Class

2 Shares

None

Subscription

Settlement Period

Close of business Dublin time on the relevant

Dealing Day with respect to the Distributing

Shares and close of business Dublin time on

the Business Day following the Dealing Day

with respect to the Accumulating Shares

Subscription monies must be transmitted to the

Receiving Fund by 4 p.m, Dublin time or such

later time as the Distributor may determine.

Redemption

Settlement Period

Distributing Shares

Redemption proceeds are ordinarily paid out by

close of business on the same Business Day

where redemption requests are received

before 1 p.m Dublin time.

Accumulating Shares


the close of business on the next Business Day


before 1 p.m. Dublin time.




Value Class Shares

Redemption proceeds are ordinarily wired the

same Business Day where redemption

requests are received before 1 p.m Dublin

time.

Administration Accumulation Class

Institutional Accumulation Class

Preferred Accumulation Class

Select Accumulation Class Shares

Value Accumulation Class


next Business Day where redemption requests

are received before 4 p.m. Dublin time.

Limitation of

Repurchase of

Shares

The Directors are entitled to limit the number of

Shares of the Merging Fund repurchased on

any Dealing Day to Shares representing 10%

of the Net Asset Value of the Merging Fund in

If any Shareholder requests the redemption of

5% or more of the number of Shares of a

particular series or class in issue on any

Dealing Day, the Directors may at their


M-16303481-31 25

issue. In this event, the limitation will apply pro

rata so that all Shareholders wishing to have

Shares of that Fund repurchased on that

Dealing Day realise the same proportion of

such Shares. Shares not repurchased, but

which would otherwise have been repurchased

will be carried forward for repurchase on the

next Dealing Day. The Manager will inform the

Shareholders affected and give priority to such

requests on that next Dealing Day over

repurchase requests received subsequently.

absolute discretion hold over the redemption of

such numbers of Shares held by that

Shareholder as exceeds 5% (“the Excess

Shares”) and, if the Directors hold over such

Excess Shares, the request for redemption on

such Dealing Day shall be reduced rateably

and the Excess Shares to which the request

relates which are not redeemed shall be

treated as if a request for redemption had been

made in respect of each subsequent Dealing

Day until all the Shares to which the original

redemption request related have been

redeemed.

Automatic

Switching

Between Share

Classes

The Merging Fund has in place an automatic

switching facility between classes 1, 2 and 3 so

that a Shareholder is automatically switched

between these classes depending on the

amount they have invested and therefore the

fees paid by such a Shareholder will vary as

they switch between Classes.

The Receiving Fund does not automatically

switch Shareholders between any of its

Classes.

Fee Structure

Initial Charge None None

Total Annual

Charges and

Expenses Fees

Management Fees

The current management fees are set out in

Appendix III.

Distributor’s Fees/Commissions

The current distribution fees are set out in

Appendix III.

Charges and Expenses

The Merging Fund may pay all its expenses out

of its assets. Such expenses include but are

not limited to brokerage commissions, legal

and other professional advisory fees, company

secretarial fees, Companies Registration Office

filings and statutory fees, auditing fees,

translation and accounting expenses, interest

on borrowings, taxes and governmental

expenses, costs of preparation, printing and

distribution of reports and notices, costs of all

marketing material and advertisements, costs

of periodic update of the Prospectus, custody

and transfer expenses (including the

remuneration and transaction charges payable

to the Custodian and any sub-custodian which

shall be at normal commercial rates together

with any expenses payable by the Custodian or

any sub-custodian and any value added tax

applicable to such remuneration, transaction

charges and expenses) stock exchange listing

fees, all expenses in connection with

registration, listing and distribution of the

Merging Fund and Shares issued or to be

issued, all expenses in connection with

obtaining and maintaining a credit rating for

any Funds or Classes or Shares, expenses of

Management Fees


Appendix III.



Appendix III.


Administration Class Shares and

Administration Accumulation Class Shares:

The total annual fees and expenses of the

Receiving Fund will be capped by the

Investment Manager at 0.60% per annum of

the Net Asset Value (the “Fixed Rate”),

although currently they do not exceed 0.45%.

Institutional Class Shares and Institutional

Accumulation Class Shares:


Receiving Fund to be borne by the Shares will

be capped by the Investment Manager at

0.35% per annum of the Net Asset Value (the

“Fixed Rate”),although currently they do not

exceed 0.20%.

Preferred Class Shares and Preferred

Accumulation Class Shares






exceed 0.30%.


M-16303481-31 26

Shareholders meetings, insurance premia,

expenses of the publication and distribution of

the Net Asset Value, including clerical costs of

issue or redemption of shares and any other

expenses. Any such expenses may be

deferred and amortised by the Merging Fund,

in accordance with standard accounting

practice, at the discretion of the Manager or

may be paid by the Manager out of its fees and

not out of the assets of the Merging Fund. An

estimated accrual for operating expenses of

the Merging Fund will be provided for in the

calculation of the Net Asset Value of the

Merging Fund. Operating expenses and the

fees and expenses of service providers which

are payable by the Merging Fund shall be

borne in proportion to the Net Asset Value of

the Merging Fund or attributable to the relevant

Class provided that fees and expenses directly

or indirectly attributable to a particular Fund or

Class shall be borne solely by the the Merging

Fund.

All or a portion of the Management Fee and

Charges and Expenses may be charged to the

capital of the Merging Fund in the event

that there is insufficient income from which to

pay such Management Fee and Charges and

Expenses. In such event, on redemptions of

holdings, Shareholders may not receive back

the full amount invested.

Fee Increases

The maximum Management Fee which can be

charged is 1% and the maximum Distribution

Fee/Commission which can be charged is

0.50%. The rates of Management Fees and

Distributor’s Fees for the Merging Fund may be

increased from their current levels up to their

maximum levels provided at least one month’s

written notice is given to affected Shareholders.

Value Class Shares and Value Accumulation

Class Shares






exceed 0.25%.

Select Accumulation Class





“Fixed Rate”), although currently they do not

exceed 0.50%.

Fee Increases

The Investment Manager may from time to

time elect to decrease or increase the Fixed

Rate. The Fixed Rate may not be increased

above the stated maximum without the

approval of affected Shareholders.

Redemption Fee Directors may charge a redemption fee up to

2% of the Net Asset Value per Share if they

have reason to believe that any Shareholder

requesting redemption is attempting any form

of arbitrage on the yield of Shares in the

Merging Fund.

None

Conversion Fee

The Directors may charge a fee on the

conversion of Shares up to a maximum of 2%

of Net Asset Value of Shares. It is not currently

intended to charge any conversion fee.

No conversion fees will be charged in respect

of any such conversion except in the case of

conversion from one currency to another. The

costs of any foreign exchange trade

necessitated by the conversion will be borne by

the converting Shareholder.

Directors’ Fees

The Articles of Association authorise the

Directors to charge a fee for their services at a

rate determined by the Directors up to a

While the Articles empower Goldman Sachs

Funds, plc to pay total Directors’ fees in any

year up to US$50,000 (or such other sum as


M-16303481-31 27

maximum fee per Director of €20,000 per

annum, plus VAT if any thereon. All Directors

will be entitled to reimbursement by the

Merging Fund of expenses directly incurred in

attendance at board meetings.

the Directors may from time to time determine

and disclose to the Shareholders), the

Investment Managers have agreed to

discharge all Directors’ fees and expenses

including out-of-pocket expenses.

Dividend Policy

Policy

Distributing Shares

All or substantially all of the net income

attributable to the Shares will be declared as a

dividend daily and distributed monthly.

Shareholders may choose to have dividends

paid in cash or additional Shares.

Accumulating Shares

Dividends will not be paid. The Directors have

determined to accumulate all net income and

net realised capital gains attributable to the

Shares.

Distributing Class Shares










Shares.

Dividend

Distribution Date

The first Business Day of the next calendar

month.

On or about the first Business Day of the next

calendar month.

Valuation of Assets

Method of

Valuation

The Administrator shall value the investments

of the Merging Fund using the amortised cost

method.


of the Receiving Fund using the amortised cost

method.

Negative Yield

Where the Merging Fund experiences a

negative yield, the number of Distributing

Shares held by each Shareholder will be

reduced pro rata to reflect the negative yield of

the Merging Fund on the relevant Business

Day.

In addition, the Directors may convert

Shareholders of Distributing Shares to another

Class of Shares within the Merging Fund or

another Merging Fund or change the

distribution policy and/or settlement policy of

such Class of Distributing Shares to reflect that

of the corresponding Class of Accumulating

Shares within the Merging Fund or other

Merging Fund.

Where the Receiving Fund experiences a

negative yield, the number of Distribution Class



the Receiving Fund on the relevant Business

Day.

Other Information

Registered Office Guild House

Guild Street

IFSC

Dublin 1

70 Sir John Rogerson's Quay

Dublin 2

Listing on Irish

Stock Exchange

Yes

Yes

Accounting Year

End

31 December 31 December

Accounting Half

Year

30 June 30 June


M-16303481-31 28

APPENDIX VII

Directors of GS Funds

Mark Heaney is an Executive Director in GSAM, having joined the firm in 2005. Mr Heaney is Head of the International Funds Group of Goldman Sachs Asset Management with responsibility for the infrastructure supporting GSAM’s pooled vehicles domiciled in Europe and Asia. Prior to joining GSAM, Mark worked for Invesco Asset Management, in London and Dublin, for six years (where he also served on the Board of Invesco’s collective investment schemes), for PricewaterhouseCoopers for two years and for Threadneedle Asset Management for eight years. Mark received a BA (hons) in Accounting from the University of Ulster in 1989 and qualified as a Chartered Management Accountant in 1992. He is a dual citizen of Ireland and Great Britain.

Alan Shuch is an Advisory Director of GSAM. Mr. Shuch is also a member of the GSAM Mutual Fund Board of Trustees, Hedge Fund Registered Investment Company Board of Managers and several Goldman Sachs offshore hedge fund boards. He also serves on GSAM’s Valuation and Brokerage Allocation Committees and Investment Policy Committees for the Goldman Sachs Global Opportunities, Liquid Trading Opportunities and Insurance Dedicated hedge funds. Prior to retiring as a Goldman Sachs General Partner in 1994, Mr. Shuch was President and Chief Operating Officer of GSAM which he started in 1988. Mr. Shuch joined the Goldman Sachs Fixed Income Division in 1976 after receiving his MBA degree from Wharton. He was instrumental in building the Corporate Bond and High Yield Bond Departments, headed Portfolio Restructuring and Fixed Income Quant and Credit Research and was co-head of Fixed Income Sales. He also served on a variety of firm wide committees including the International Executive, New Product and Strategic Planning Committees.

Theodore T. Sotir is a Managing Director and Partner of Goldman Sachs, having joined the firm in 1986. Mr. Sotir is Chief Administrative Officer for the international business of Goldman Sachs Asset Management. In addition he heads a number of GSAM’s global initiatives including Global Products Group and Global Client Service and is Chairman of the offshore funds business and Chief Operating Officer of distribution. From 1996 to 2009, he was co-head of GSAM Europe. Upon joining Goldman Sachs in 1986 Ted worked as a fixed income institutional salesperson in the Mortgage Securities Department before leaving Goldman Sachs in 1992 to join Fidelity Investments in Boston as a fixed income portfolio manager. Ted returned to Goldman Sachs in 1993 working as a fixed income portfolio manager in New York. In 1996 Ted assumed responsibility for GSAM’s distribution, sales and marketing for Europe and Asia Ex-Japan, a role he held through 2001. Ted received a B.S.E. from Princeton University in 1980 and an M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College in 1986. He is a dual citizen of Great Britain and the United States.

Frank Ennis acts as an independent consultant and independent director in the funds industry. From 1985 to 1999 he was a partner in PricewaterhouseCoopers and in 1989 he was involved in the Mutual Fund Practice. Most of his career was concerned with providing financial and strategic advice to international companies interested in establishing a presence in Ireland. In addition to global marketing and networking for the International Financial Services Centre (the “IFSC”) he was involved in advising on key aspects of start-ups in Dublin, the structuring of fund products and the marketing and distribution of funds in the European market. He had an extensive range of international clients. From 2000-2001 Mr. Ennis was joint CEO and a board member of Trinity Technology Limited. The company was engaged in the technology sector and went into compulsory liquidation on 14 May 2001. He graduated from Trinity College Dublin with a BBS degree in 1977. Having qualified as a Chartered Accountant in 1981, he was admitted as a Fellow to the Institute of Chartered Accountants in 1991.

Eugene Regan is a practising barrister in Ireland. He holds a Bachelor of Arts and a Masters of Economics degree from University College Dublin and a Masters in International Law from Vrije Universiteit, Brussels. From 1985 to 1988 he was a member of Commissioner Peter Sutherland’s Cabinet in the European Commission. He was Executive Director of Agra Trading Limited from 1989 to 1995, following which he pursued his practice at the Irish Bar becoming a Senior Counsel in 2005.

Kaysie Uniacke is an Advisory Director of Goldman Sachs Asset Management, L.P. (“GSAM LP”) Prior to retiring as a Goldman Sachs Partner in 2012, Ms. Uniacke was Chief Operating Officer of GSAM LP’s Global Portfolio Management within the Investment Management division. Ms. Uniacke joined the Goldman Sachs Fixed Income Division in 1983 as an analyst after receiving her undergraduate degree from Gettysburg College. While at Goldman she earned an MBA degree from the New York University Stern School of Business. She was head of Global Cash Services, head of distribution in North America and head of the fiduciary management business before becoming Chief Operating Officer of GSAM LP’s Global Portfolio Management division.


M-16303481-31 29

APPENDIX VIII

Unaudited portfolio details for Goldman Sachs Sterling Liquid Reserves Fund, the Receiving

Fund, sourced by BNY Mellon Fund Services (Ireland) Limited, the GTF Administrator, as at 4

February 2014

Security Description Issuer Name Security Type

Traded Market

Value (GBP)

% of net

assets

MIZUHO BANK, LT 4 0.00000

MIZUHO CORPORATE

BANK LTD (LONDON

BRANCH

Certificates of

Deposit 92,988,997.36 1.48%

DEXIA CREDIT LO 8 0.00000

FR0121909461 DEXIA SA

Certificates of

Deposit 59,691,896.05 0.95%



Certificates of

Deposit 74,848,864.49 1.19%



Certificates of

Deposit 17,564,724.91 0.28%

OVERSEA-CHINESE 2014/04/10

OVERSEA-CHINESE

BANKING CORP

Commercial

Paper 49,956,218.36 0.80%

REGENCY ASSETS 2014/02/06

REGENCY FINANCIAL

GROUP

Commercial

Paper 22,252,695.28 0.36%

OVERSEA-CHINESE 0 0.00000

OVERSEA-CHINESE

BANKING CORP

Certificates of

Deposit 49,902,244.65 0.80%

AGENCE CENTRALE 2014/03/25

XS0910496867

AGENCE CENTRALE

DES ORGANISMES

Commercial

Paper 35,973,635.46 0.57%

RABOBANK FRN 04/17/2014

RABOBANK

NEDERLAND NV Corporate Bond 74,700,000.00 1.19%

FMS WERTMANAGEM 2014/06/05

XS0942659912

FEDERAL REPUBLIC

OF GERMANY

Commercial

Paper 60,301,204.95 0.96%

COOPERATIEVE CE 5 0.00000

XS0963889182

RABOBANK

NEDERLAND NV

Certificates of

Deposit 47,813,014.98 0.76%

STANDARD CHARTE 2014/03/10

XS0971018097

STANDARD

CHARTERED PLC

Commercial

Paper 96,947,537.78 1.55%

COOPERATIEVE CE 2014/09/22

XS0974374083

RABOBANK

NEDERLAND NV

Commercial

Paper 49,766,472.68 0.79%

TORONTO-DOMINIO 7 0.00000

XS0984093947

TORONTO-DOMINION

BANK

Certificates of

Deposit 88,910,208.73 1.42%

QATAR NATIONAL 8 0.00000

XS0995879466

QATAR NATIONAL

BANK SAQ

Certificates of

Deposit 59,964,341.59 0.96%

BANK OF CHINA L 0 0.00000

XS0996733035 BANK OF CHINA LTD

Certificates of

Deposit 39,881,512.64 0.64%

DNB BANK ASA EC 2014/03/24

XS0997433445 DNB NOR ASA

Commercial

Paper 88,942,223.14 1.42%

NORDEA BANK AB 2014/06/02

XS1000911278 NORDEA BANK AB

Commercial

Paper 83,852,311.88 1.34%

BANK OF CHINA L 2014/06/09 BANK OF CHINA LTD Commercial 74,733,859.17 1.19%


M-16303481-31 30

XS1003164719 Paper

J.P. MORGAN SEC 0 0.77000

XS1004651912

JPMORGAN CHASE &

CO

Certificates of

Deposit 62,400,000.00 1.00%

LMA EAC 2014/02 2014/02/13

XS1015906586 LMA SA

Commercial

Paper 111,087,343.23 1.77%


RABOBANK

NEDERLAND NV Corporate Bond 65,000,000.00 1.04%


XS1016859180

MIZUHO CORPORATE

BANK LTD (LONDON

BRANCH

Certificates of

Deposit 27,000,132.59 0.43%



Commercial

Paper 44,891,125.71 0.72%

OVERSEA-CHINESE 6 0.00000

XS1019235172

OVERSEA-CHINESE

BANKING CORP

Certificates of

Deposit 89,794,098.07 1.43%



Commercial

Paper 53,943,851.58 0.86%


XS1023427047

JPMORGAN CHASE &

CO

Certificates of

Deposit 61,000,000.00 0.97%

MATCHPOINT FINA 2014/02/25

XS1023444216 MATCHPOINT FINANCE

Commercial

Paper 55,984,970.84 0.89%

BANQUE FEDERATI 2014/08/01

XS1023448803

GROUPE CREDIT

MUTUEL

Commercial

Paper 28,411,840.65 0.45%


XS1025791945

QATAR NATIONAL

BANK SAQ

Certificates of

Deposit 92,255,162.10 1.47%

LMA EAC 2014/02 2014/02/05

XS1027929477 LMA SA

Commercial

Paper 7,600,000.00 0.12%

LMA EAC 2014/02 2014/02/05

XS1027952610 LMA SA

Commercial

Paper 20,200,000.00 0.32%


JPMORGAN CHASE &

CO

Certificates of

Deposit 92,000,000.00 1.47%

LMA EAC 2014/02 2014/02/21 LMA SA

Commercial

Paper 32,992,481.13 0.53%

MATCHPOINT FINA 2014/02/13 MATCHPOINT FINANCE

Commercial

Paper 63,493,043.86 1.01%


GROUPE CREDIT

MUTUEL

Commercial

Paper 59,911,465.48 0.96%


REGENCY FINANCIAL

GROUP

Commercial

Paper 23,128,149.40 0.37%


GROUPE CREDIT

MUTUEL

Commercial

Paper 59,860,629.59 0.96%


GROUPE CREDIT

MUTUEL

Commercial

Paper 29,966,329.76 0.48%

BANK OF TOKYO-M 4 0.00000

BANK OF TOKYO-

MITSUBISHI UFJ LTD

Certificates of

Deposit 59,992,464.48 0.96%

UNILEVER N.V. E 2014/02/21 UNILEVER NIGERIA Commercial 49,989,273.52 0.80%


M-16303481-31 31

PLC Paper


REGENCY FINANCIAL

GROUP

Commercial

Paper 89,097,152.12 1.42%

AUSTRALIA AND N 2014/10/17

AUSTRALIA & NEW

ZEALAND BANKING

GRO

Commercial

Paper 57,958,440.45 0.93%

SUMITOMO MITSUI 0 0.00000

SUMITOMO MITSUI

BANKING

CORPORATION

Certificates of

Deposit 64,968,322.93 1.04%

AGENCE CENTRALE 2014/02/24

AGENCE CENTRALE

DES ORGANISMES

Commercial

Paper 59,984,112.52 0.96%

STANDARD CHARTE 0 0.00000

STANDARD

CHARTERED PLC

Certificates of

Deposit 59,986,457.13 0.96%

DEXIA CREDIT LO 3 0.00000 DEXIA SA

Certificates of

Deposit 49,976,583.76 0.80%


BE6260360779

SUMITOMO MITSUI

BANKING

CORPORATION

Certificates of

Deposit 94,988,068.76 1.52%

SUMITOMO MITSUI 2014/02/17

BE6260361785

SUMITOMO MITSUI

BANKING

CORPORATION

Commercial

Paper 22,496,524.14 0.36%

National Bank o2/5/2014

NATIONAL BANK OF

ABU DHABI PJSC Time Deposit 150,000,000.00 2.39%

Deutsche Bank A2/5/2014 DEUTSCHE BANK AG Time Deposit 312,000,000.00 4.98%

Natixis2/5/2014

NATIXIS (PARIS

BRANCH) Time Deposit 312,000,000.00 4.98%

Citibank NA, Lo2/5/2014 CITIGROUP INC Time Deposit 293,400,000.00 4.68%

NV BANK NEDERLANDSE GEMEE

ECS 2014/09/22 CP

BANK NEDERLANDSE

GEMEENTEN

Commercial

Paper 61,291,612.26 0.98%

AGENCE CENTRALE 0.6% 1 OCT 14

CP

AGENCE CENTRALE

DES ORGANISMES

Commercial

Paper 74,708,320.62 1.19%

LMA EAC 2014/02 2014/02/10 LMA SA

Commercial

Paper 26,498,113.19 0.42%

BANK OF CHINA L 2014/04/23 BANK OF CHINA LTD

Commercial

Paper 52,882,659.60 0.84%


GROUPE CREDIT

MUTUEL

Commercial

Paper 36,363,066.54 0.58%

DEKABANK DEUTSC 2014/04/30

DEKABANK DEUTSCHE

GIROZENRA

Commercial

Paper 46,945,984.41 0.75%


DEKABANK DEUTSCHE

GIROZENRA

Commercial

Paper 36,957,983.31 0.59%

Merrill Lynch I2/5/2014

MERRILL LYNCH + CO

INC

Repurchase

Agreement 47,000,000.00 0.75%

J.P. MORGAN SEC2/5/2014

JPMORGAN CHASE &

CO

Repurchase

Agreement 560,000,000.00 8.94%


M-16303481-31 32

Barclays Bank P2/5/2014 BARCLAYS BANK PLC

Repurchase

Agreement 650,000,000.00 10.38%

Societe General2/5/2014 SOCIETE GENERALE

Repurchase

Agreement 255,000,000.00 4.07%

BNP Paribas2/5/2014 BNP PARIBAS

Repurchase

Agreement 357,300,000.00 5.70%


BANQUE FEDERALE

MUTUALISTE

Commercial

Paper 28,489,356.33 0.45%


DEKABANK DEUTSCHE

GIROZENRA

Commercial

Paper 54,982,693.05 0.88%

FMS WERTMANAGEMENT AOER

FRN 06/16/2014

FEDERAL REPUBLIC

OF GERMANY

Government

Bond 9,507,848.59 0.15%

DEXIA CREDIT LOCAL TLF

2014/12/02 0.00000 DEXIA SA

Commercial

Paper 39,993,424.66 0.64%

Other assets and Liabilities

Other assets and

Liabilities Other -978,906.43 -0.02%

Total 6,263,692,144.03 100.00%


M-18525506-8

1







PROPOSED MERGER

OF

EURO FUND


INTO

GOLDMAN SACHS EURO LIQUID RESERVES FUND


THE ACTION REQUIRED TO BE TAKEN IS SET OUT ON PAGE 14. Notice of a Meeting of Shareholders in the Euro Fund, a sub-fund of Global Treasury Funds plc, to be held on 25 March 2014 is set out on page 15 of this Circular. You are particularly requested to complete and return the relevant enclosed proxy form contained on page 16 of this Circular in accordance with the instructions printed thereon as soon as possible but in any event so that they arrive by 10.10 a.m. on 23 March 2014.






M-18525506-8

2

CONTENTS PAGE

Definitions 4


Appendix I 15 Notice of Extraordinary General Meeting of the Euro Fund

Appendix II 16 Proxy Form for Shareholders in the Euro Fund






Appendix VIII 28 Unaudited portfolio details for the Goldman Sachs Euro Liquid Reserves Fund as at 4 February 2014




M-18525506-8

3

KEY DATES FOR MERGER OF THE EURO FUND AND THE GOLDMAN SACHS EURO LIQUID RESERVES

FUND

Date of dispatch of Circular 3 March 2014 Last time and date for receipt of proxy forms in relation 10.10 a.m. on 23 March 2014 to the Meeting Date of the Meeting 25 March 2014 Date of dispatch of notification of outcome of the Meeting 25 March 2014 (and notification of any change to the Effective Date) Latest time for dealing in Existing Shares 11 April 2014 Effective Date and Time 7 a.m. on 14 April 2014 First day for dealing in New Shares in the Effective Date the Goldman Sachs Euro Liquid Reserves Fund Date of dispatch of letters confirming within 21 days of the Effective Date shareholding in the Goldman Sachs Euro Liquid Reserves Fund

The merger of the Euro Fund with the Goldman Sachs Euro Liquid Reserves Fund is subject to the approval

of the Shareholders in the Euro Fund. Save where otherwise provided, times referred to above are Irish

times.


M-18525506-8

4

DEFINITIONS























M-18525506-8

5

Merging Fund means the Euro Fund, a sub-fund of GTF which is to merge with the Receiving Fund, a sub-fund of GS Funds;







Receiving Fund means Goldman Sachs Euro Liquid Reserves Fund, a sub-fund of GS Funds which is to receive the assets of the Merging Fund;







M-18525506-8

6



Proposed Merger of the Euro Fund, a sub-fund of Global Treasury Funds plc into Goldman Sachs Euro

Liquid Reserves Fund, a sub-fund of Goldman Sachs Funds, plc Dear Shareholder

We are writing to you as a shareholder in the Euro Fund (the Merging Fund) which is a sub-fund of Global Treasury Funds plc, an Irish domiciled umbrella investment company with segregated liability between its sub-


Euro Liquid Reserves Fund (the Receiving Fund) on the Effective Date by way of Merger completed in accordance with paragraph (c) under the definition of “Merger” in Regulation 3(1) of the Regulations. Information on the background and rationale for this proposed merger is set out below. This proposed Merger relates on a broader scale to the five sub-funds of GTF merging with five corresponding sub-funds of GS Funds as set out below. A separate circular is being sent to shareholders in each sub-fund setting out the proposed merger terms in relation to each sub-fund merger. Shareholders in each sub-fund will be asked to vote in favour of the proposed merger as set out in the relevant circular.


plc














M-18525506-8 7



Proposed Merger and the impact on Shareholders in the Merging Fund Transfer of assets The Merger will involve the delivery and/or transfer of the net assets of the Merging Fund to the GS Funds Custodian to be held on behalf of the Receiving Fund in exchange for the issue of New Shares in the Receiving Fund to Shareholders on the Effective Date. Accrued Income The final dividend declared by the Merging Fund prior to the Effective Date will be paid on 1 April 2014. Any income of the Merging Fund accrued but not yet paid out by the Merging Fund as at the Effective Date will form part of the assets of the Merging Fund and will be distributed to Shareholders of the Merging Fund on or after the Effective Date. Impact on holding Under the terms of the Merger, Shareholders will receive New Shares having an equivalent value to the value of their holding of Existing Shares on the Effective Date. Shareholders holding fractions of Existing Shares will receive fractions of New Shares in the Receiving Fund. The net asset value of the Merging Fund on the Effective Date will be calculated in accordance with the valuation methodology of GTF as set out in its Prospectus and Memorandum and Articles of Association. The net asset value of the Receiving Fund on the Effective Date and, following the delivery and/or transfer of the net assets of the Merging Fund to the Receiving Fund, will be calculated in accordance with the valuation methodology of GS Funds as set out in its Prospectus and Memorandum and Articles of Association. The valuation methodology for the assets of the Merging Fund is the same as that of the Receiving Fund. Each applies the amortised cost method of valuation in the manner prescribed by the Central Bank for use by Money Market Funds. The net asset value of the Merging Fund and the Receiving Fund will not be known until the Effective Date. Dealings in the Existing Shares will continue until the latest time for dealing in the Existing Shares as set out on page 3 of this Circular. If the Resolution is passed, the Merger will be binding on all Shareholders on the register of members of the Merging Fund on the Effective Date and Shareholders will be issued New Shares without any further action on their part, whether or not they voted in favour of the Merger or voted at all. Impact on rights of Shareholders of the Merging Fund The Merging Fund and the Receiving Fund are existing sub-funds of different Irish UCITS authorised by the Central Bank. Each is a Money Market Fund. A table setting out the New Shares proposed to be received by holders of Existing Shares is contained in Appendix III. Where possible the New Share class will correspond as closely as possible to the Existing Share class. The management fees and distribution fees relating to the Existing Shares and New Shares are set out in Appendix III. It should be noted that classes of share of the Merging Fund charges a management fee of 0.15%


M-18525506-8 8

per annum whilst classes of share of the Receiving Fund charge a management fee of 0.20% per annum. From the Effective Date, an entity within the GSAMI Group (at its discretion) will provide a management fee rebate of 0.05% per annum in order to equalise the management fees between Merging Fund and Receiving Fund, where applicable. It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fee of 25bps. Other than any difference in fee structure, the New Shares will operate in a very similar way to the Existing Shares as regards subscriptions, repurchases, conversions and payment of distributions (if any in respect of a particular New Share class) although there may be some differences in dealing deadline times, settlement dates or minimum dealing amounts between Existing Share classes and New Share classes. Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund and currently this policy is active for the Merging Fund. While there are some differences between GTF and GS Funds, principal differences are set out in Appendix VI, it is not expected that there will be any material difference in the rights of Shareholders before and after the Merger takes effect as Shareholders will still be invested in an Irish UCITS Money Market Fund authorised by the Central Bank. By participating in the Merger, Shareholders are deemed to agree that all representations, warranties, indemnities, confirmations and declarations provided by Shareholders in existing subscription forms shall be deemed to be provided to the Receiving Fund as if the subscription forms had been addressed directly to the Receiving Fund and provided by the Shareholders as such at the Effective Time. Re-designation of Share Classes















Effective Date will be paid out by close of business (Dublin time) on that day. Impact on performance of Merging Fund On the basis that the investment objective and policies of the Merging Fund and the Receiving Fund are substantially similar, the Merger is not expected to impact the performance experienced by Shareholders. No performance fee is currently payable in relation to the Merging Fund. No performance fee is payable in relation to the Receiving Fund. As most of the portfolio of assets of the Merging Fund comprise eligible assets for the purposes of the portfolio of assets which can be held by the Receiving Fund, it is expected that no significant re-balancing of the portfolio of the Merging Fund will be required before the Merger can become effective. If the Merger is approved, reasonable endeavours will be used to ensure any instruments issued by The Goldman Sachs Group Inc. or any member of its group held by the Merging Fund will be disposed of prior to the Effective Date.


M-18525506-8 9

Impact on Risk Profile Each Merging Fund and Receiving Fund is a Money Market Fund. The synthetic risk and reward indicator




A table highlighting the principal similarities and differences between the Existing Fund and the Receiving Fund is included at Appendix VI.

Accounting Date The accounting year end date of 31 December is the same for GTF and GS Funds. Fund Authorisation and Structure


Service Providers


Key Investor Information Document (KIID) A copy of the KIID of each share class of the Receiving Fund is enclosed with this Circular and is available at www.gsam.com/kiids. Shareholders are encouraged to read the relevant KIID, which contains information on the



M-18525506-8 10

essential features of the share classes of the Receiving Fund.

Taxation











Irish Taxation

If the Merger is approved by the Shareholders, the exchange and cancellation of the Existing Shares in return for the issue of New Shares shall not be a chargeable event under Irish tax law. Accordingly, no Irish tax liability will arise for the Shareholders on the cancellation of their Existing Shares and the acquisition of New Shares under the Merger. In the event that New Shares are subsequently disposed of by the Shareholders, Irish tax legislation would deem such New Shares to have been acquired at the date and at the price that the Existing Shares were originally acquired. If the Shareholders request the repurchase of their Existing Shares this would constitute a taxable event for Irish tax purposes and would be subject to the same tax consequences as any disposal of shares in the Merging Fund. A disposal of New Shares will be a chargeable event for Irish tax purposes. However no tax should arise where the Shareholders are Irish tax resident exempt investors or non-Irish tax resident investors and the appropriate declarations have in each case been filed with the Receiving Fund prior to the chargeable event arising. Existing subscription forms (containing the relevant declarations) signed by Shareholders have been transferred to the Receiving Fund in lieu of Shareholders being required to sign new declarations. The Revenue Commissioners have confirmed that as a result the Receiving Fund does not need to obtain new declarations from Shareholders.

No stamp, documentary, transfer or registration tax would be payable in Ireland by the Shareholders on the disposal of their Existing Shares or on the issue of New Shares. Following the Effective Date, there will be no difference in the manner in which Shareholders are taxed in relation to their holding of New Shares from the Irish taxation treatment currently applied in relation to their holding of Existing Shares.

UK Taxation

Merging Fund

Capital Gains








Shareholders



M-18525506-8 11



















disposed of.































M-18525506-8 12














the Merger.





Dealings in the Existing Shares will cease at 1 p.m. on 11 April 2014 for distributing shares and for accumulating shares being the latest time for dealing in the Existing Shares. If the Resolution is passed, no further dealings in the Existing Shares will take place from the latest time for dealing in the Existing Shares, the register will be closed and the Existing Shares shall cease to be of any value or effect (subject to the terms of the Merger) after the Effective Time.

Subscription requests received prior to the latest time for dealing in the Existing Shares will be processed in accordance with the Prospectus of GTF. In the event that subscription requests are received for the Merging Fund after the latest time for dealing in the Existing Shares, such requests will be refused, and the applicant will be informed that the Merging Fund is closed for subscriptions. In the event that repurchase or exchange requests are received for the Merging Fund after the latest time for requesting such a repurchase or exchange, as set out on page 3 of this Circular, such requests will be refused and the holding of Existing Shares by the Shareholder will automatically form part of the Merger. Shareholders who form part of the Merger and receive New Shares in exchange for their Existing Shares will be able to exercise their rights as shareholders in the Receiving Fund as and from the first dealing day for dealing in the New Shares as set out on page 3 of this Circular. In the event that the Resolution is not passed, the Merging Fund shall be terminated. If this is the case, Shareholders will receive a further notification after the Meeting outlining what steps will be taken to terminate the Merging Fund. Dealings in the Merging Fund will continue after the Meeting until the Merging Fund is


M-18525506-8 13

terminated. In the event that the Resolution is passed, the proposed Merger will involve the delivery and/or transfer to the GS Funds Custodian, to be held on behalf of the Receiving Fund of the net assets of the Merging Fund in exchange for the issue of New Shares to Shareholders. The number of New Shares to be issued to each Shareholder in exchange for Existing Shares will not be known until the Effective Date. The value of the holding of New Shares which a Shareholder will receive under the Merger will equal the value of their holding of Existing Shares immediately prior to the Effective Time.










Data Protection Upon completion of the Merger any personal data relating to Shareholders accounts will cease to be controlled by GTF and will instead be controlled by GS Funds as data controller in accordance with the provisions of the Data Protection Acts 1988 and 2003. GS Funds collect, store and process, by electronic or other means, the personal data supplied by its shareholders for the purpose of fulfilling the services required by the shareholders and complying with its legal obligations. The personal data processed includes in particular the name, contact details (including postal or email address), banking details, invested amount and holdings in GS Funds of each shareholder. Personal data supplied by shareholders is processed for the purpose of (i) maintaining the register of shareholders, (ii) processing subscriptions, redemptions and exchanges of shares and payments of dividends to shareholders, (iii) performing controls on excessive trading and market timing practices, and (iv) complying with applicable anti-money laundering rules. Each shareholder has the right to access their personal data and may ask for the personal data to be rectified where it is inaccurate or incomplete by writing to GS Funds. In order to facilitate the merger process, GTF/RBS plc have made personal data available to GS Funds, GSAMI Group and their data processors in order to carry out anti-money laundering checks. Upon completion of the Merger, personal data may be transferred to other data processors of GS Funds, which


M-18525506-8 14

may be located within the E.U. or in countries outside of the E.U. whose data protection laws may not offer an adequate level of protection. By continuing to hold shares in GTF, holders of Existing Shares consent to the transfer of any personal data held by GTF and/or RBS plc to GSAMI Group and GS Funds, as well as the transfer of any personal data to processors located in Australia, Singapore, Japan, Korea, Hong Kong, India and the U.S, in order to enable them to continue to service accounts relating to New Shares following the Merger. RBS plc/GTF may retain personal data relating to Existing Shares in GTF after the Merger in accordance with the RBS plc/GTF record keeping policy.














Following the implementation of the Merger, the Directors will arrange for the filing with the Central Bank of any necessary documents required by the Central Bank in order to note the fact that the Merger has become effective. In the opinion of the Directors, the Merger is fair and reasonable and is in the best interests of Shareholders, as

a whole. The Directors recommend that you vote in favour of the Resolution to be proposed.


M-18525506-8 15

RBSAMD currently acts as the manager to GTF. RBSAMD is also a shareholder in the Merging Fund and will be counted in the quorum at the Meeting. However, as RBSAMD is a subsidiary of RBS plc, which gives rise to a potential conflict of interest in relation to voting on the Resolution, it shall abstain from voting on the Resolution. If you do not intend to attend the Meeting in person, it is important that you exercise your voting rights in respect of the Meeting by completing and returning your enclosed proxy form so that it will arrive by 10.10 a.m. on 23 March 2014 at the following address: Goodbody Secretarial Limited 25/28 North Wall Quay Dublin 1 Ireland Fax: 01 649 2649 (with original to follow by post) Submission of a proxy form will not preclude you from attending and voting at the Meeting in person if you so wish.


Yours faithfully




M-18525506-8 16

APPENDIX I


OF

EURO FUND (the Merging Fund)



SPECIAL RESOLUTION:

That:

the merger, the terms of which are set out in a circular dated 3 March 2014 (the Circular) produced to the meeting and initialled by the Chairman for the purposes of identification to provide for the delivery and/or

transfer of all the net assets of the Merging Fund to Goldman Sachs Euro Liquid Reserves Fund (the Receiving

Fund), in consideration of the shareholders who are on the register of shareholders of the Merging Fund on the

date of implementation of the merger (Effective Date) being issued new shares in the Receiving Fund having an equivalent value to their holding of existing shares in the Merging Fund, be and is hereby approved on the terms and conditions set out in the Circular; and that all existing shares of the Merging Fund shall (subject to the terms of the merger) be deemed to have been redeemed following the issue of new shares in the Receiving Fund to those shareholders who are on the register of shareholders of the Merging Fund at the Effective Date; and that the Directors of the Company be and are hereby authorised, on behalf of the Company, to enter into and give effect to any and all documents, deeds and/or agreements and to do any act or thing, requisite or desirable, in the opinion of the Directors, for the purpose of carrying the merger into effect. And to transact any other business which may properly be brought before the meeting.




M-18525506-8 17

APPENDIX II

FORM OF PROXY

OF

EURO FUND (the Merging Fund)

A SUB-FUND OF



Signature:_______________________ Date: _______________________



Shares

For

Number

of Shares

Against

Abstain



Sachs Euro Liquid Reserves Fund (the Receiving Fund), in consideration of the shareholders who are on the register of shareholders of the Merging Fund on the date of implementation of the



M-18525506-8 18

Notes:







M-18525506-8 19

APPENDIX III


As set out in the table below, Classes of Share of the Merging Fund charges a management fee of 0.15% per annum whilst Classes of Share of the Receiving Fund charge a management fee of 0.20% per annum. From the Effective Date, an entity within the GSAMI Group (at its discretion) will provide a management fee rebate of 0.05% per annum in order to equalise the management fees between Merging Fund and Receiving Fund, where applicable.

It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fee of 25bps.

FROM: TO:



Euro Fund Goldman Sachs Euro Liquid Reserves Fund

















M-18525506-8 20

APPENDIX IV

Jurisdiction Table


Jurisdiction GTF Euro Fund

Goldman Sachs

Euro Liquid

Reserves Fund

UK √ √

Germany √ √

Luxembourg √ √

Finland √ √

Singapore





Jersey √ x

Guernsey √ x

Gibraltar √ x


x


M-18525506-8 21

APPENDIX V


Guernsey




Isle of Man
















Jersey





Luxembourg





M-18525506-8 22

APPENDIX VI






Name

Euro Fund

(the Merging Fund)

Goldman Sachs Euro Liquid Reserves Fund



Ireland



Markets Authority



Markets Authority



liability



liability

Segregated

Liability

Yes Yes

Service Providers


Self-managed



International

Investment

Manager


International







Auditors KPMG


Company

Secretary


Registrar and

Transfer Agent



Matheson

Sponsoring

Broker/Listing

Agent




M-18525506-8 23

Services Agent



Investment

Objective and

Policies







as those issued or guaranteed by Euro zone

governments, denominated in Euro.

The Merging Fund may invest in “Commercial Paper” (not including asset-backed commercial paper) which is payable in Euro and is issued or guaranteed by corporations, commercial banks or other entities. In addition, the Merging Fund may invest in other short-term obligations payable in Euro and issued or guaranteed by corporations, commercial banks or other entities, such as short-term notes and bonds.






to time.






capital.

The Receiving Fund will invest in Euro









agencies.

The Receiving Fund may invest in “Commercial Paper” (including asset-backed commercial paper) which is payable in Euro and is issued or guaranteed by corporations, commercial banks or other entities. In addition, the Receiving Fund may invest in other short-term obligations payable in Euro and issued or guaranteed by corporations, commercial banks or other entities, such as short-term notes and bonds.














not be guaranteed.

Rating Triple A

Triple A


Base Currency Euro

Euro




M-18525506-8 24

Business Day Any day (except Saturday or Sunday) on which

the TARGET 2 System is open as determined

by the Governing Council of the European

Central Bank from time to time and on which

the majority of banks in the Euro zone and the

United Kingdom are generally open for

business or such other day or days as may be

determined by the Directors and notified to

Shareholders.

Those days when the TARGET system is open

to effect the movement of Euro, or such other

day or days as may be determined from time to

time by the Directors and notified to

Shareholders in advance.

Dealing Day Any Business Day.

Any Business Day.







Value Class Shares











Minimum Initial

Subscription

Amount

€50,000 €1 million or such lesser amount as the



None


2 Shares

None

Subscription

Settlement Period









Redemption

Settlement Period

Distributing Shares





Accumulating Shares








Value Class Shares



requests are received before 1 p.m. Dublin

time.






M-18525506-8 25




Limitation of

Repurchase of

Shares
































redeemed.

Automatic

Switching

Between Share

Classes










Classes.

Fee Structure


Total Annual

Charges and

Expenses Fees

Management Fees


Appendix III.



Appendix III.



















Management Fees


Appendix III.



Appendix III.
















exceed 0.20%.


M-18525506-8 26































Fund.









Fee Increases
















exceed 0.30%.


Class Shares






exceed 0.25%.

Fee Increases











Merging Fund.

None

Conversion Fee






M-18525506-8 27







Directors’ Fees

















Dividend Policy

Policy

Distributing Shares






Accumulating Shares




Shares.











Shares.

Dividend

Distribution Date


month.


calendar month.

Valuation of Assets

Method of

Valuation



method.



method.

Negative Yield






Day.









Merging Fund.






Day.

Other Information


Guild Street

IFSC

Dublin 1


Dublin 2


M-18525506-8 28

Listing on Irish

Stock Exchange

Yes

Yes

Accounting Year

End


Accounting Half

Year

30 June 30 June


M-18525506-8 29

APPENDIX VII









M-18525506-8 30

APPENDIX VIII

Unaudited portfolio details for Goldman Sachs Euro Liquid Reserves Fund, the Receiving


February 2014


Traded Market

Value (EUR)

% of net

assets

UNILEVER N.V. E 2014/06/11 UNILEVER NV

Commercial

Paper 49,946,707.18 0.58%

J.P. MORGAN SEC 1 0.44000 JPMORGAN CHASE & CO

Certificates of

Deposit 100,000,000.00 1.16%

DEXIA CREDIT LOCAL VCD

2014/09/12 DEXIA SA

Certificates of

Deposit 75,002,274.65 0.87%

BANK OF CHINA L 7 0.00000

FR0122006481 BANK OF CHINA LTD

Certificates of

Deposit 49,883,002.37 0.58%


FR0122101530 MATCHPOINT FINANCE

Commercial

Paper 40,695,275.17 0.47%

NORDEA BANK AB 2014/07/10 NORDEA BANK AB

Commercial

Paper 149,845,186.80 1.74%


Commercial

Paper 49,946,746.55 0.58%

BANQUE FEDERATI 2014/05/12 GROUPE CREDIT MUTUEL

Commercial

Paper 29,977,621.24 0.35%

DEXIA CREDIT LO 4 0.00000 DEXIA SA

Certificates of

Deposit 124,960,246.18 1.45%

CHINA CONSTRUCT 2014/04/30

CHINA CONSTRUCTION

BANK CORP

Commercial

Paper 54,907,933.28 0.64%


Commercial

Paper 129,983,399.96 1.51%


XS0949728330

RABOBANK NEDERLAND

NV

Certificates of

Deposit 99,836,986.77 1.16%


XS0963888960

RABOBANK NEDERLAND

NV

Certificates of

Deposit 49,891,685.14 0.58%


XS0971017958

STANDARD CHARTERED

PLC

Commercial

Paper 99,978,026.66 1.16%

SVENSKA HANDELS 7 0.20000

XS0972846876

SVENSKA

HANDELSBANKEN AB

Certificates of

Deposit 25,000,138.75 0.29%

KA FINANZ AG ECS 2014/03/31 REPUBLIC OF AUSTRIA

Commercial

Paper 46,987,321.85 0.55%

THE PROCTER & G 2014/03/10

XS0981927865

PROCTER & GAMBLE

COMPANY

Commercial

Paper 129,979,756.00 1.51%

HSBC BANK PLC C 0 0.22000

XS0981984668 HSBC HOLDINGS PLC

Certificates of

Deposit 99,996,422.89 1.16%

NORDEA BANK AB 2014/02/06 NORDEA BANK AB Commercial 99,999,388.92 1.16%


M-18525506-8 31

XS0991972851 Paper

LMA EAC 2014/02 2014/02/12

XS0994522422 LMA SA

Commercial

Paper 18,998,412.41 0.22%

GE CAPITAL EURO 2014/05/12

XS0994991502

GE CAPITAL COMMERCIAL

MORTGAGE CORP

Commercial

Paper 99,936,077.13 1.16%


XS1003251524

QATAR NATIONAL BANK

SAQ

Certificates of

Deposit 99,906,021.92 1.16%


XS1005347114 JPMORGAN CHASE & CO

Certificates of

Deposit 93,000,000.00 1.08%

INDUSTRIAL AND 2014/03/20

XS1008663400

INDUSTRIAL +

COMMERCIAL BANK OF CHI

Commercial

Paper 25,984,956.30 0.30%

NV BANK NEDERLA 2014/04/15

XS1009055150

KINGDOM OF THE

NETHERLANDS

Commercial

Paper 93,969,384.68 1.09%

LMA EAC 2014/02 2014/02/06

XS1013458580 LMA SA

Commercial

Paper 159,999,066.84 1.86%



Certificates of

Deposit 50,000,000.00 0.58%



Certificates of

Deposit 100,000,000.00 1.16%

LMA EAC 2014/02 2014/02/13

XS1017230381 LMA SA

Commercial

Paper 170,992,021.44 1.99%


XS1020297633

REGENCY FINANCIAL

GROUP

Commercial

Paper 71,993,041.52 0.84%



Commercial

Paper 17,897,827.57 0.21%


XS1022151689

REGENCY FINANCIAL

GROUP

Commercial

Paper 76,375,387.66 0.89%

GE CAPITAL EUROPEAN FUNDI

VRO 2014/07/21 0.15380


MORTGAGE CORP

Certificates of

Deposit 57,500,000.00 0.67%

GE CAPITAL EUROPEAN FUNDI

VRO 2014/07/18 0.15140


MORTGAGE CORP

Certificates of

Deposit 57,500,000.00 0.67%


XS1023449108 GROUPE CREDIT MUTUEL

Commercial

Paper 79,846,913.45 0.93%



Commercial

Paper 17,397,777.08 0.20%

MANAGED AND ENH 2014/02/07

XS1029162390

MANAGED AND ENHANCED

FUNDING

Commercial

Paper 12,141,865.09 0.14%

KA FINANZ AG EC 2014/04/02 REPUBLIC OF AUSTRIA

Commercial

Paper 70,480,278.64 0.82%


MIZUHO CORPORATE BANK

LTD (LONDON BRANCH

Certificates of

Deposit 89,939,143.63 1.05%

SVENSKA HANDELS 2014/04/07

SVENSKA

HANDELSBANKEN AB

Commercial

Paper 99,966,990.88 1.16%

BANK OF TOKYO-M 2014/02/06

BANK OF TOKYO-

MITSUBISHI UFJ LTD

Commercial

Paper 99,999,555.74 1.16%


M-18525506-8 32


Commercial

Paper 94,897,987.25 1.10%


OVERSEA-CHINESE

BANKING CORP

Commercial

Paper 99,927,160.67 1.16%

MATCHPOINT FINA 2014/02/18 MATCHPOINT FINANCE

Commercial

Paper 39,896,974.85 0.46%


REGENCY FINANCIAL

GROUP

Commercial

Paper 99,994,750.92 1.16%


REGENCY FINANCIAL

GROUP

Commercial

Paper 34,997,346.36 0.41%

DBS BANK LTD. E 2014/03/27 DBS GROUP HOLDINGS LTD

Commercial

Paper 149,961,494.15 1.74%


STANDARD CHARTERED

PLC

Commercial

Paper 139,842,738.51 1.63%


MIZUHO CORPORATE BANK

LTD (LONDON BRANCH

Certificates of

Deposit 49,974,517.40 0.58%



FUNDING

Commercial

Paper 36,067,597.55 0.42%

THE NORINCHUKIN 8 0.00000 NORINCHUKIN BANK/THE

Certificates of

Deposit 134,920,101.93 1.57%

BANK NEDERLANDSE

GEMEENTEN 4.5% 03/10/2014

BANK NEDERLANDSE

GEMEENTEN

Government

Bond 7,904,918.16 0.09%


Commercial

Paper 98,738,226.96 1.15%


BE6258480407

SUMITOMO MITSUI

BANKING CORPORATION

Certificates of

Deposit 144,983,335.08 1.69%

BRED BANQUE POP2/5/2014 GROUP BPCE SA Time Deposit 425,000,000.00 4.95%

CALYON LONDON2/5/2014 SAS RUE LA BOETIE Time Deposit 425,000,000.00 4.95%

BNP Paribas (Fr2/5/2014 BNP PARIBAS Time Deposit 46,800,000.00 0.54%

CAISSE CENTRALE DU CREDIT

QCD 2014/06/11 0.00000

CAISSE CENTRALE DES

ASSURANCES MUTU

Certificates of

Deposit 90,906,321.87 1.06%


OVERSEA-CHINESE

BANKING CORP

Commercial

Paper 89,890,798.24 1.05%

GENERAL FUNDING 2014/02/17 GENERAL FUNDING LTD

Commercial

Paper 74,990,003.45 0.87%

DEXIA CREDIT LOCAL ECS

2014/02/17 DEXIA SA

Commercial

Paper 89,994,004.20 1.05%


DEKABANK DEUTSCHE

GIROZENRA

Commercial

Paper 89,944,012.79 1.05%

BANK OF CHINA L 2 0.00000 BANK OF CHINA LTD

Certificates of

Deposit 49,994,466.39 0.58%


Commercial

Paper 39,995,960.92 0.47%


SUMITOMO MITSUI

BANKING CORPORATION

Certificates of

Deposit 149,970,852.77 1.75%


M-18525506-8 33


Repurchase

Agreement 340,000,000.00 3.96%

Credit Suisse S2/5/2014 CREDIT SUISSE GROUP AG

Repurchase

Agreement 300,000,000.00 3.49%


Repurchase

Agreement 40,000,000.00 0.47%


Repurchase

Agreement 430,000,000.00 5.00%


Repurchase

Agreement 80,000,000.00 0.93%

ING Bank Nv2/5/2014

ING BANK NV (LONDON

BRANCH)

Repurchase

Agreement 100,000,000.00 1.16%


Repurchase

Agreement 80,000,000.00 0.93%


Repurchase

Agreement 200,000,000.00 2.33%


Repurchase

Agreement 110,500,000.00 1.29%


REGENCY FINANCIAL

GROUP

Commercial

Paper 73,486,652.69 0.86%



FUNDING

Commercial

Paper 19,997,444.92 0.23%

MITSUBISHI UFJ 8 0.00000

BANK OF TOKYO-

MITSUBISHI UFJ LTD

Certificates of

Deposit 144,983,335.08 1.69%

BANK NEDERLANDSE

GEMEENTEN 4% 07/15/2014

BANK NEDERLANDSE

GEMEENTEN

Government

Bond 13,216,825.52 0.15%

GE CAPITAL EUROPEAN FUNDING

FRN 04/03/2014

GENERAL ELECTRIC

CAPITAL CORP Corporate Bond 650,130.76 0.01%

PROCTER & GAMBLE CO/THE 4.5%

05/12/2014

PROCTER & GAMBLE

COMPANY Corporate Bond 19,027,661.87 0.22%

3M CO 5% 07/14/2014 3M CO Corporate Bond 1,326,560.95 0.02%

BANK NEDERLANDSE

GEMEENTEN 3.75% 03/14/2014

BANK NEDERLANDSE

GEMEENTEN

Government

Bond 19,460,497.96 0.23%

ELECTRICITE DE FRANCE 5.13%

01/23/2015 FRENCH REPUBLIC

Government

Bond 3,917,566.67 0.05%

ELECTRICITE DE FRANCE 4.5%


Government

Bond 12,577,240.00 0.15%

UNEDIC 2.38% 03/31/2014 FRENCH REPUBLIC

Government

Bond 4,715,301.04 0.05%

SOCIETE DE FINANCEMENT DE

L'EC 3% 04/07/2014

SOCIETE FINANCEMENT DE

L'ECONO

Government

Bond 98,792,130.08 1.15%

EUROPEAN UNION 3.13%

04/03/2014 EUROPEAN COMMISSION

Government

Bond 5,023,109.78 0.06%

TOTAL CAPITAL SA 3.5%

02/27/2014 TOTAL SA Corporate Bond 32,553,913.95 0.38%


M-18525506-8 34

SOCIETE DE FINANCEMENT DE

L'EC 3.13% 06/30/2014

SOCIETE FINANCEMENT DE

L'ECONO

Government

Bond 2,611,727.38 0.03%

EUROPEAN FINANCIAL STABILITY

F 1% 03/12/2014

EUROPEAN FINANCIAL

STABILITY F

Government

Bond 318,155,207.42 3.70%

ERSTE ABWICKLUNGSANSTALT

FRN 04/22/2014

ERSTE

ABWICKLUNGSANSTALT

Government

Bond 6,303,192.00 0.07%


RABOBANK NEDERLAND

NV Corporate Bond 100,000,000.00 1.16%


RABOBANK NEDERLAND

NV Corporate Bond 50,000,000.00 0.58%

STATE OF NORTH RHINE-

WESTPHALIA FRN 06/10/2014


WESTPHALIA

Government

Bond 10,406,590.28 0.12%

FRANCE TREASURY BILL BTF 0%


Government

Bond 106,380,400.98 1.24%

Other assets and Liabilities Other assets and Liabilities Other -5,353,288.45 -0.06%

Total 8,593,968,613.64 100.00%


M-18183571-8

1







PROPOSED MERGER

OF

DOLLAR FUND


INTO

GOLDMAN SACHS US$ LIQUID RESERVES FUND


THE ACTION REQUIRED TO BE TAKEN IS SET OUT ON PAGE 14. Notice of a Meeting of Shareholders in the Dollar Fund, a sub-fund of Global Treasury Funds plc, to be held on 25 March 2014 is set out on page 15 of this Circular. You are particularly requested to complete and return the relevant enclosed proxy form contained on page 16 of this Circular in accordance with the instructions printed thereon as soon as possible but in any event so that they arrive by 10 a.m. on 23 March 2014.






M-18183571-8

2

CONTENTS PAGE

Definitions 4


Appendix I 15 Notice of Extraordinary General Meeting of the Dollar Fund

Appendix II 16 Proxy Form for Shareholders in the Dollar Fund






Appendix VIII 28 Unaudited portfolio details for the Goldman Sachs US$ Liquid Reserves Fund as at 4 February 2014




M-18183571-8

3

KEY DATES FOR MERGER OF THE DOLLAR FUND AND THE GOLDMAN SACHS US$ LIQUID

RESERVES FUND

Date of dispatch of Circular 3 March 2014 Last time and date for receipt of proxy forms in relation 10 a.m. on 23 March 2014 to the Meeting Date of the Meeting 25 March 2014 Date of dispatch of notification of outcome of the Meeting 25 March 2014 (and notification of any change to the Effective Date) Latest time for dealing in Existing Shares 11 April 2014 Effective Date and Time 7 a.m. on 14 April 2014 First day for dealing in New Shares in the first business day after the Effective Date the Goldman Sachs US$ Liquid Reserves Fund Date of dispatch of letters confirming within 21 days of the Effective Date shareholding in the Goldman Sachs US$ Liquid Reserves Fund

The merger of the Dollar Fund with the Goldman Sachs US$ Liquid Reserves Fund is subject to the approval

of the Shareholders in the Dollar Fund. Save where otherwise provided, times referred to above are Irish

times.


M-18183571-8

4

DEFINITIONS























M-18183571-8

5

Merging Fund means the Dollar Fund, a sub-fund of GTF which is to merge with the Receiving Fund, a sub-fund of GS Funds;







Receiving Fund means Goldman Sachs US$ Liquid Reserves Fund, a sub-fund of GS Funds which is to receive the assets of the Merging Fund;







M-18183571-8

6



Proposed Merger of the Dollar Fund, a sub-fund of Global Treasury Funds plc into Goldman Sachs US$

Liquid Reserves Fund, a sub-fund of Goldman Sachs Funds, plc Dear Shareholder

We are writing to you as a shareholder in the Dollar Fund (the Merging Fund) which is a sub-fund of Global Treasury Funds plc, an Irish domiciled umbrella investment company with segregated liability between its sub-


US$ Liquid Reserves Fund (the Receiving Fund) on the Effective Date by way of Merger completed in accordance with paragraph (c) under the definition of “Merger” in Regulation 3(1) of the Regulations. Information on the background and rationale for this proposed merger is set out below. This proposed Merger relates on a broader scale to the five sub-funds of GTF merging with five corresponding sub-funds of GS Funds as set out below. A separate circular is being sent to shareholders in each sub-fund setting out the proposed merger terms in relation to each sub-fund merger. Shareholders in each sub-fund will be asked to vote in favour of the proposed merger as set out in the relevant circular.


plc














M-18183571-8 7



Proposed Merger and the impact on Shareholders in the Merging Fund Transfer of assets The Merger will involve the delivery and/or transfer of the net assets of the Merging Fund to the GS Funds Custodian to be held on behalf of the Receiving Fund in exchange for the issue of New Shares in the Receiving Fund to Shareholders on the Effective Date. Accrued Income The final dividend declared by the Merging Fund prior to the Effective Date will be paid on 1 April 2014. Any income of the Merging Fund accrued but not yet paid out by the Merging Fund as at the Effective Date will form part of the assets of the Merging Fund and will be distributed to Shareholders of the Merging Fund on or after the Effective Date. Impact on holding Under the terms of the Merger, Shareholders will receive New Shares having an equivalent value to the value of their holding of Existing Shares on the Effective Date. Shareholders holding fractions of Existing Shares will receive fractions of New Shares in the Receiving Fund. The net asset value of the Merging Fund on the Effective Date will be calculated in accordance with the valuation methodology of GTF as set out in its Prospectus and Memorandum and Articles of Association. The net asset value of the Receiving Fund on the Effective Date and, following the delivery and/or transfer of the net assets of the Merging Fund to the Receiving Fund, will be calculated in accordance with the valuation methodology of GS Funds as set out in its Prospectus and Memorandum and Articles of Association. The valuation methodology for the assets of the Merging Fund is the same as that of the Receiving Fund. Each applies the amortised cost method of valuation in the manner prescribed by the Central Bank for use by Money Market Funds. The net asset value of the Merging Fund and the Receiving Fund will not be known until the Effective Date. Dealings in the Existing Shares will continue until the latest time for dealing in the Existing Shares as set out on page 3 of this Circular. If the Resolution is passed, the Merger will be binding on all Shareholders on the register of members of the Merging Fund on the Effective Date and Shareholders will be issued New Shares without any further action on their part, whether or not they voted in favour of the Merger or voted at all. Impact on rights of Shareholders of the Merging Fund The Merging Fund and the Receiving Fund are existing sub-funds of different Irish UCITS authorised by the Central Bank. Each is a Money Market Fund. A table setting out the New Shares proposed to be received by holders of Existing Shares is contained in Appendix III. Where possible the New Share class will correspond as closely as possible to the Existing Share class. The management fees and distribution fees relating to the Existing Shares and New Shares are set out in Appendix III. It should be noted that classes of share of the Merging Fund charges a management fee of 0.15%


M-18183571-8 8

per annum whilst classes of share of the Receiving Fund charge a management fee of 0.20% per annum. From the Effective Date, an entity within the GSAMI Group (at its discretion) will provide a management fee rebate of 0.05% per annum in order to equalise the management fees between Merging Fund and Receiving Fund, where applicable. It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fee of 25bps. Other than any difference in fee structure, the New Shares will operate in a very similar way to the Existing Shares as regards subscriptions, repurchases, conversions and payment of distributions (if any in respect of a particular New Share class) although there may be some differences in dealing deadline times, settlement dates or minimum dealing amounts between Existing Share classes and New Share classes. Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund and currently this policy is active for both the Merging Fund and Receiving Fund. While there are some differences between GTF and GS Funds, principal differences are set out in Appendix VI, it is not expected that there will be any material difference in the rights of Shareholders before and after the Merger takes effect as Shareholders will still be invested in an Irish UCITS Money Market Fund authorised by the Central Bank. By participating in the Merger, Shareholders are deemed to agree that all representations, warranties, indemnities, confirmations and declarations provided by Shareholders in existing subscription forms shall be deemed to be provided to the Receiving Fund as if the subscription forms had been addressed directly to the Receiving Fund and provided by the Shareholders as such at the Effective Time. Re-designation of Share Classes

















M-18183571-8 9








Service Providers


Key Investor Information Document (KIID) A copy of the KIID of each share class of the Receiving Fund is enclosed with this Circular and is available at


M-18183571-8 10

www.gsam.com/kiids. Shareholders are encouraged to read the relevant KIID, which contains information on the essential features of the share classes of the Receiving Fund.

Taxation











Irish Taxation


UK Taxation

Merging Fund

Capital Gains








Shareholders



M-18183571-8 11




















disposed of.






























M-18183571-8 12











Shareholders will be issued with New Shares in the relevant share class having an equivalent value to their holding of Existing Shares without any further action on their part, whether or not they voted in favour, or voted at all. Confirmation of your new holding in the Receiving Fund will be sent to you within 21 days of the Effective Date. The first day for dealing in the Receiving Fund will be the first business day after the Effective Date.




the Merger.





In order for the Merger to be carried out efficiently, the Directors will bring forward the dealing deadline of the Merging Fund to 1 p.m. on 11 April 2014 for distributing shares and for accumulating shares being the latest time for dealing in the Existing Shares. If the Resolution is passed, no further dealings in the Existing Shares will take place from the latest time for dealing in the Existing Shares, the register will be closed and the Existing Shares shall cease to be of any value or effect (subject to the terms of the Merger) after the Effective Time.

Subscription requests received prior to the latest time for dealing in the Existing Shares will be processed in accordance with the Prospectus of GTF. In the event that subscription requests are received for the Merging Fund after the latest time for dealing in the Existing Shares, such requests will be refused, and the applicant will be informed that the Merging Fund is closed for subscriptions. In the event that repurchase or exchange requests are received for the Merging Fund after the latest time for requesting such a repurchase or exchange, as set out on page 3 of this Circular, such requests will be refused and the holding of Existing Shares by the Shareholder will automatically form part of the Merger. Shareholders who form part of the Merger and receive New Shares in exchange for their Existing Shares will be able to exercise their rights as shareholders in the Receiving Fund as and from the first dealing day for dealing in the New Shares as set out on page 3 of this Circular. In the event that the Resolution is not passed, the Merging Fund shall be terminated. If this is the case,


M-18183571-8 13

Shareholders will receive a further notification after the Meeting outlining what steps will be taken to terminate the Merging Fund. Dealings in the Merging Fund will continue after the Meeting until the Merging Fund is terminated. In the event that the Resolution is passed, the proposed Merger will involve the delivery and/or transfer to the GS Funds Custodian, to be held on behalf of the Receiving Fund of the net assets of the Merging Fund in exchange for the issue of New Shares to Shareholders. The number of New Shares to be issued to each Shareholder in exchange for Existing Shares will not be known until the Effective Date. The value of the holding of New Shares which a Shareholder will receive under the Merger will equal the value of their holding of Existing Shares immediately prior to the Effective Time.










Data Protection Upon completion of the Merger any personal data relating to Shareholders accounts will cease to be controlled by GTF and will instead be controlled by GS Funds as data controller in accordance with the provisions of the Data Protection Acts 1988 and 2003. GS Funds collect, store and process, by electronic or other means, the personal data supplied by its shareholders for the purpose of fulfilling the services required by the shareholders and complying with its legal obligations. The personal data processed includes in particular the name, contact details (including postal or email address), banking details, invested amount and holdings in GS Funds of each shareholder. Personal data supplied by shareholders is processed for the purpose of (i) maintaining the register of shareholders, (ii) processing subscriptions, redemptions and exchanges of shares and payments of dividends to shareholders, (iii) performing controls on excessive trading and market timing practices, and (iv) complying with applicable anti-money laundering rules. Each shareholder has the right to access their personal data and may ask for the personal data to be rectified where it is inaccurate or incomplete by writing to GS Funds. In order to facilitate the merger process, GTF/RBS plc have made personal data available to GS Funds, GSAMI Group and their data processors in order to carry out anti-money laundering checks.


M-18183571-8 14

Upon completion of the Merger, personal data may be transferred to other data processors of GS Funds, which may be located within the E.U. or in countries outside of the E.U. whose data protection laws may not offer an adequate level of protection. By continuing to hold shares in GTF, holders of Existing Shares consent to the transfer of any personal data held by GTF and/or RBS plc to GSAMI Group and GS Funds, as well as the transfer of any personal data to processors located in Australia, Singapore, Japan, Korea, Hong Kong, India and the U.S, in order to enable them to continue to service accounts relating to New Shares following the Merger. RBS plc/GTF may retain personal data relating to Existing Shares in GTF after the Merger in accordance with the RBS plc/GTF record keeping policy.














Following the implementation of the Merger, the Directors will arrange for the filing with the Central Bank of any necessary documents required by the Central Bank in order to note the fact that the Merger has become effective.


M-18183571-8 15

In the opinion of the Directors, the Merger is fair and reasonable and is in the best interests of Shareholders, as

a whole. The Directors recommend that you vote in favour of the Resolution to be proposed. RBSAMD currently acts as the manager to GTF. RBSAMD is also a shareholder in the Merging Fund and will be counted in the quorum at the Meeting. However, as RBSAMD is a subsidiary of RBS plc, which gives rise to a potential conflict of interest in relation to voting on the Resolution, it shall abstain from voting on the Resolution. If you do not intend to attend the Meeting in person, it is important that you exercise your voting rights in respect of the Meeting by completing and returning your enclosed proxy form so that it will arrive by 10 a.m. on 23 March 2014 at the following address: Goodbody Secretarial Limited 25/28 North Wall Quay Dublin 1 Ireland Fax: 01 649 2649 (with original to follow by post) Submission of a proxy form will not preclude you from attending and voting at the Meeting in person if you so wish.


Yours faithfully




M-18183571-8 16

APPENDIX I


OF

DOLLAR FUND (the Merging Fund)


NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Merging Fund, a sub-fund of the Company, will be held at 25/28 North Wall Quay, IFSC, Dublin 1, Ireland on 25 March 2014 at 10 a.m. to consider and, if thought fit, to pass the following resolution, as a special resolution, of the Merging Fund:

SPECIAL RESOLUTION:

That:

the merger, the terms of which are set out in a circular dated 3 March 2014 (the Circular) produced to the meeting and initialled by the Chairman for the purposes of identification to provide for the delivery and/or

transfer of all the net assets of the Merging Fund to Goldman Sachs US$ Liquid Reserves Fund (the Receiving

Fund), in consideration of the shareholders who are on the register of shareholders of the Merging Fund on the

date of implementation of the merger (Effective Date) being issued new shares in the Receiving Fund having an equivalent value to their holding of existing shares in the Merging Fund, be and is hereby approved on the terms and conditions set out in the Circular; and that all existing shares of the Merging Fund shall (subject to the terms of the merger) be deemed to have been redeemed following the issue of new shares in the Receiving Fund to those shareholders who are on the register of shareholders of the Merging Fund at the Effective Date; and that the Directors of the Company be and are hereby authorised, on behalf of the Company, to enter into and give effect to any and all documents, deeds and/or agreements and to do any act or thing, requisite or desirable, in the opinion of the Directors, for the purpose of carrying the merger into effect. And to transact any other business which may properly be brought before the meeting.




M-18183571-8 17

APPENDIX II

FORM OF PROXY

OF

DOLLAR FUND (the Merging Fund)

A SUB-FUND OF


I/We ____________________________________________________________________________ being a shareholder of the Merging Fund, hereby appoint the Chairman of the meeting or _______________________, or failing her/him ___________________________________ as my/our proxy to vote for me/us on my/our behalf at an extraordinary general meeting of the Merging Fund to be held at 25/28 North Wall Quay, Dublin 1, Ireland on 25 March 2014 at 10 a.m. and at any adjournment thereof.

Signature:_______________________ Date: _______________________



Shares

For

Number

of Shares

Against

Abstain



Sachs US$ Liquid Reserves Fund (the Receiving Fund), in consideration of the shareholders who are on the register of shareholders of the Merging Fund on the date of implementation of the



M-18183571-8 18

Notes:







M-18183571-8 19

APPENDIX III




FROM: TO:



Dollar Fund Goldman Sachs US$ Liquid Reserves Fund















Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund and currently this policy is active for both the Merging Fund and Receiving Fund.


M-18183571-8 20

APPENDIX IV

Jurisdiction Table


Jurisdiction GTF Dollar

Fund

Goldman Sachs

US$ Liquid

Reserves Fund

UK √ √

Germany √ √

Luxembourg √ √

Finland √ √

Singapore





Jersey √ x

Guernsey √ x

Gibraltar √ x


x


M-18183571-8 21

APPENDIX V


Guernsey




Isle of Man
















Jersey





Luxembourg





M-18183571-8 22

APPENDIX VI






Name

Dollar Fund

(the Merging Fund)

Goldman Sachs US$ Liquid Reserves Fund



Ireland



Markets Authority



Markets Authority



liability



liability

Segregated

Liability

Yes Yes

Service Providers


Self-managed



International

Investment

Manager


International







Auditors KPMG


Company

Secretary


Registrar and

Transfer Agent



Matheson

Sponsoring

Broker/Listing

Agent




M-18183571-8 23

Services Agent



Investment

Objective and

Policies







as those issued or guaranteed by the US

government, denominated in Dollars.

The Merging Fund may invest in “Commercial Paper” (not including asset-backed commercial paper) which is payable in Dollar and is issued or guaranteed by corporations, commercial banks or other entities. In addition, the Merging Fund may invest in other short-term obligations payable in Dollar and issued or guaranteed by corporations, commercial banks or other entities, such as short-term notes and bonds.






to time.






capital.

The Receiving Fund will invest in Dollars









agencies.

The Receiving Fund may invest in “Commercial Paper” (including asset-backed commercial paper) which is payable in Dollars and is issued or guaranteed by corporations, commercial banks or other entities. In addition, the Receiving Fund may invest in other short-term obligations payable in Dollars and issued or guaranteed by corporations, commercial banks or other entities, such as short-term notes and bonds.














not be guaranteed.

Rating Triple A

Triple A


Base Currency Dollar

Dollar




banks in the United Kingdom and the United

States are generally open for business or such

other day or days as may be determined by the

Directors and notified to Shareholders.

Any day when banks are open for business in New York with the exception of Good Friday, or such other day or days as may be determined from time to time by the Directors and notified to Shareholders in advance.

Dealing Day Any Business Day. Any Business Day.


M-18183571-8 24







Value Class Shares

4:00 pm New York time, (normally 9:00 pm

Dublin time) on each Dealing Day.





11:00 am New York time (normally 4:00 pm Dublin time) on each Dealing Day.


4:00 pm New York time (normally 9:00 pm

Dublin time on a Dealing Day.

Minimum Initial

Subscription

Amount

US$50,000 US$1 million or such lesser amount as the



None


2 Shares

None

Subscription

Settlement Period






Subscription monies must be transmitted to the Receiving Fund by 6 p.m. New York time (normally 11:00 pm Dublin time) or such later time as the Distributors may determine.

Redemption

Settlement Period

Distributing Shares

Redemption proceeds are ordinarily paid out

on the same Business Day where redemption

requests are received before 5 p.m. Dublin

time.

Accumulating Shares








Value Class Shares



requests are received before 4 p.m., New York

time (normally 9:00 pm Dublin time).







are received before 11:00 am New York time

(normally 4:00 pm Dublin time).

Limitation of

Repurchase of

Shares














M-18183571-8 25




















redeemed.

Automatic

Switching

Between Share

Classes










Classes.

Fee Structure


Total Annual

Charges and

Expenses Fees

Management Fees


Appendix III.



Appendix III.






























Management Fees


Appendix III.



Appendix III.
















exceed 0.20%.








exceed 0.30%.


Class Shares


M-18183571-8 26




















Fund.









Fee Increases














exceed 0.25%.

Fee Increases











Merging Fund.

None

Conversion Fee











Directors’ Fees














M-18183571-8 27





Dividend Policy

Policy

Distributing Shares






Accumulating Shares




Shares.











Shares.

Dividend

Distribution Date


month.


calendar month.

Valuation of Assets

Method of

Valuation



method.



method.

Negative Yield






Day.









Merging Fund.






Day.

Other Information


Guild Street

IFSC

Dublin 1


Dublin 2

Listing on Irish

Stock Exchange

Yes

Yes

Accounting Year

End


Accounting Half

Year

30 June 30 June


M-18183571-8 28

APPENDIX VII









M-18183571-8 29

APPENDIX VIII

Unaudited portfolio details for Goldman Sachs US$ Liquid Reserves Fund, the Receiving


February 2014


Traded Market

Value (USD)

% of

net

assets

BANK OF CHINA LTD CD 04/29/2014 BANK OF CHINA LTD

Certificates of

Deposit 149,655,896.74 0.52%

BANK OF CHINA LIMITED-PAR FCD

2014/07/15 0.00000 BANK OF CHINA LTD

Certificates of

Deposit 199,075,939.32 0.69%

ASPEN FUNDING CORP. ACP

2014/04/16 ASPEN FUNDING

Commercial

Paper 50,012,596.57 0.17%

AUSTRALIA AND NEW ZEALAND

EXT 2013/12/12

AUSTRALIA & NEW

ZEALAND BANKING

GRO

Commercial

Paper 335,000,000.00 1.17%

BANK OF NEW ZEALAND VRO

2014/02/13 0.34000

AUSTRALIA & NEW

ZEALAND BANKING

GRO

Commercial

Paper 100,000,000.00 0.35%

BNZ INTERNATIONAL FNDNG CP

08/19/2014 GROUP BPCE SA

Commercial

Paper 49,997,623.97 0.17%

BANK OF MONTREAL YCD

2014/02/10 0.15500 BANK OF MONTREAL

Certificates of

Deposit 500,000,000.00 1.74%

BANK OF NOVA SCOTIA/HOUSTON

FRN 08/22/2014

BANK OF NOVA

SCOTIA

Certificates of

Deposit 245,000,000.00 0.85%

BANK OF NOVA SCOTIA (THE) YCD

2014/07/25 0.24000

BANK OF NOVA

SCOTIA

Certificates of

Deposit 295,000,000.00 1.03%

STANDARD CHARTERED BANK CD

2014/05/20 0.32000

STANDARD

CHARTERED PLC

Certificates of

Deposit 450,000,000.00 1.57%

MITSUBISHI UFJ TRUST AND YCD

2014/05/02 0.25000

BANK OF TOKYO-

MITSUBISHI UFJ LTD

Certificates of

Deposit 100,000,000.00 0.35%

CHARIOT FUNDING LLC ACP

2014/03/03

CHARIOT FUNDING

LLC

Commercial

Paper 49,989,166.67 0.17%

CHARIOT 0.00 03/07/14

CHARIOT FUNDING

LLC

Commercial

Paper 49,987,500.00 0.17%


2014/03/24

CHARIOT FUNDING

LLC

Commercial

Paper 49,980,416.67 0.17%


2014/06/26

CHARIOT FUNDING

LLC

Commercial

Paper 99,882,500.00 0.35%


2014/08/11

CHARIOT FUNDING

LLC

Commercial

Paper 49,922,083.33 0.17%


2014/08/12

CHARIOT FUNDING

LLC

Commercial

Paper 49,921,666.67 0.17%


M-18183571-8 30


2014/08/22

CHARIOT FUNDING

LLC

Commercial

Paper 49,917,500.00 0.17%


2014/09/08

CHARIOT FUNDING

LLC

Commercial

Paper 49,910,416.67 0.17%


2014/10/30

CHARIOT FUNDING

LLC

Commercial

Paper 49,896,166.67 0.17%

CHARTA, LLC ACP 2014/03/05 CHARTA CORP

Commercial

Paper 74,989,500.00 0.26%

CHINA CONSTRUCTION BANK C

YCD 2014/04/11 0.60000

CHINA CONSTRUCTION

BANK CORP

Certificates of

Deposit 150,001,350.99 0.52%

CITIBANK CD 2014/03/26 0.22 CITIGROUP INC

Certificates of

Deposit 300,000,000.00 1.04%

COMMONWEALTH BANK OF AUST

FRN 2014/04/04 0.29940

COMMONWEALTH

BANK OF AUSTRALIA

Commercial

Paper 100,000,000.00 0.35%

COMMONWEALTH BANK OF AUST

VRO 2015/01/02 0.24710

COMMONWEALTH

BANK OF AUSTRALIA

Commercial

Paper 247,000,000.00 0.86%

RABOBANK NEDERLAND NY FRN

09/03/14

RABOBANK

NEDERLAND NV

Certificates of

Deposit 44,999,573.96 0.16%

COOPERATIEVE CENTRALE

RAIFFEIS FRN 06/03/2014

RABOBANK

NEDERLAND NV

Certificates of

Deposit 300,000,000.00 1.04%

COOPERATIEVE CENTRALE

RAIFFEIS FRN 09/15/2014

RABOBANK

NEDERLAND NV

Certificates of

Deposit 250,000,000.00 0.87%

COOPERATIEVE CENTRALE RAI

YCD 2015/01/09 0.35000

RABOBANK

NEDERLAND NV

Certificates of

Deposit 297,000,000.00 1.03%

CREDIT INDUSTRIEL ET COMM

YCD 2014/06/06 0.27000

GROUPE CREDIT

MUTUEL

Certificates of

Deposit 150,000,000.00 0.52%

CREDIT SUISSE NEW YORK FLT

10/24/2014

CREDIT SUISSE

GROUP AG

Certificates of

Deposit 245,000,000.00 0.85%

CREDIT SUISSE AG YCD

2014/04/17 0.23000

CREDIT SUISSE

GROUP AG

Certificates of

Deposit 300,000,000.00 1.04%

DEUTSCHE BANK AKTIENGESEL

VRO 2014/02/28 0.30000 DEUTSCHE BANK AG

Certificates of

Deposit 560,000,000.00 1.95%

DEUTSCHE BANK NY FRN

03/18/2014 DEUTSCHE BANK AG

Certificates of

Deposit 250,000,000.00 0.87%

DEXIA CREDIT LOCAL SA NY DEXIA SA

Commercial

Paper 118,961,126.67 0.41%

DEXIA CREDIT LOCAL SA NY DEXIA SA

Commercial

Paper 16,969,454.83 0.06%

DEXIA CREDIT LOCAL-NEW YO

TCP 2014/08/18 DEXIA SA

Commercial

Paper 61,206,029.50 0.21%



Commercial

Paper 99,806,000.00 0.35%



Commercial

Paper 19,193,232.00 0.07%

DEXIA CREDIT LOCAL-NEW YO DEXIA SA Commercial 77,972,505.00 0.27%


M-18183571-8 31

TCP 2014/03/04 Paper



Commercial

Paper 144,956,459.72 0.50%

ELECTRICITE DE FRANCE CP

2015/01/02

ELECTRICITE DE

FRANCE

Commercial

Paper 148,246,515.83 0.52%

ELECTRICITE DE FRANCE CP

2015/01/06

ELECTRICITE DE

FRANCE

Commercial

Paper 79,590,555.33 0.28%

FEDERAL HOME LOAN BANKS

0.25% 10/07/2014

FEDERAL HOME LOAN

MORTGAGE CORP

Agency

Securities 128,800,000.00 0.45%


0.2% 01/02/2015

FEDERAL HOME LOAN

MORTGAGE CORP

Agency

Securities 248,000,000.00 0.86%


0.2% 12/26/2014

FEDERAL HOME LOAN

MORTGAGE CORP

Agency

Securities 300,000,000.00 1.04%


0.13% 07/01/2014

FEDERAL HOME LOAN

MORTGAGE CORP

Agency

Securities 116,956,608.44 0.41%


0.25% 07/25/2014

FEDERAL HOME LOAN

MORTGAGE CORP

Agency

Securities 259,000,000.00 0.90%


0.25% 07/25/2014

FEDERAL HOME LOAN

MORTGAGE CORP

Agency

Securities 200,000,000.00 0.70%


0.19% 07/11/2014

FEDERAL HOME LOAN

MORTGAGE CORP

Agency

Securities 99,992,306.85 0.35%

GEMINI SECURITIZATION COR ACP

2014/03/25

GEMINI

SECURITIZATION

CORP LLC

Commercial

Paper 199,941,333.33 0.70%


2014/04/15

GEMINI

SECURITIZATION

CORP LLC

Commercial

Paper 125,031,654.49 0.44%


2014/04/16

GEMINI

SECURITIZATION

CORP LLC

Commercial

Paper 119,951,000.00 0.42%

HANNOVER FUNDING COMPANY

ACP 2014/02/19

HANNOVER FUNDING

CO LLC

Commercial

Paper 100,161,767.32 0.35%

HANNOVER FUNDING COMPANY

ACP 2014/02/21

HANNOVER FINANCE

LUXEMBOURG SA

Commercial

Paper 99,993,111.12 0.35%

JPMORGAN CHASE BANK NA FRN

02/06/2015

JPMORGAN CHASE &

CO Corporate Bond 500,000,000.00 1.74%

JUPITER SECURITIZATION CO ACP

2014/02/27

JUPITER

SECURITIZATION

Commercial

Paper 24,995,416.67 0.09%


2014/02/28

JUPITER

SECURITIZATION CO

LLC

Commercial

Paper 24,995,208.33 0.09%

JUPITER 0.00 03/03/14

JUPITER FUND

MANAGEMENT PLC

Commercial

Paper 49,989,166.67 0.17%

JUPITER 0.00 03/07/14

JUPITER FUND

MANAGEMENT PLC

Commercial

Paper 99,975,000.00 0.35%


M-18183571-8 32


2014/03/10

JUPITER

SECURITIZATION CO

LLC

Commercial

Paper 49,986,250.00 0.17%

JUPITER 0.00 03/11/14

JUPITER FUND

MANAGEMENT PLC

Commercial

Paper 49,985,833.33 0.17%


2014/03/14

JUPITER

SECURITIZATION CO

LLC

Commercial

Paper 14,995,375.00 0.05%


2014/03/28

JUPITER

SECURITIZATION CO

LLC

Commercial

Paper 24,989,375.00 0.09%


2014/04/07

JUPITER

SECURITIZATION CO

LLC

Commercial

Paper 49,974,583.33 0.17%


2014/07/17

JUPITER

SECURITIZATION CO

LLC

Commercial

Paper 44,939,250.00 0.16%


2014/08/11

JUPITER

SECURITIZATION CO

LLC

Commercial

Paper 49,922,083.33 0.17%


2014/10/02

JUPITER

SECURITIZATION CO

LLC

Commercial

Paper 49,900,416.67 0.17%

KELLS FUNDING, LLC ACP

2014/02/18 KELLS HOLDING CORP

Commercial

Paper 99,391,564.81 0.35%

KELLS FUNDING, LLC ACP

2014/05/13 KELLS HOLDING CORP

Commercial

Paper 19,988,144.45 0.07%

LANDESBANK HESSEN-THUERIN

CP 2014/02/07

LANDESBANK

HESSEN-THUERINGEN

GIROZE

Commercial

Paper 94,783,841.52 0.33%

LIBERTY STREET FUNDING LL ACP

2014/04/08

LIBERTY STREET

FUNDING LLC

Commercial

Paper 99,969,000.00 0.35%

LLOYDS BANK PLC CP 2014/02/05

0.07000

LLOYDS TSB GROUP

PLC

Commercial

Paper 1,000,000,000.00 3.48%

LMA-AMERICAS LLC ACP

2014/02/10 LMA SA

Commercial

Paper 74,998,229.17 0.26%


2014/02/12 LMA SA

Commercial

Paper 99,996,694.44 0.35%


2014/02/14 LMA SA

Commercial

Paper 137,294,164.75 0.48%


2014/03/06 0.23000

BANK OF TOKYO-

MITSUBISHI UFJ LTD

Certificates of

Deposit 300,000,000.00 1.04%


2014/03/17 0.23000

BANK OF TOKYO-

MITSUBISHI UFJ LTD

Certificates of

Deposit 150,000,000.00 0.52%


2014/06/04 0.23000

BANK OF TOKYO-

MITSUBISHI UFJ LTD

Certificates of

Deposit 250,000,000.00 0.87%


M-18183571-8 33

MIZUHO BANK, LTD. YCD

2014/03/20 0.24000

MIZUHO CORPORATE

BANK LTD (LONDON

BRANCH

Certificates of

Deposit 220,000,000.00 0.77%


2014/03/24 0.24000

MIZUHO CORPORATE

BANK LTD (LONDON

BRANCH

Certificates of

Deposit 250,000,000.00 0.87%


2014/05/13 0.22000

MIZUHO CORPORATE

BANK LTD (LONDON

BRANCH

Certificates of

Deposit 75,000,000.00 0.26%


2014/06/02 0.22000

MIZUHO CORPORATE

BANK LTD (LONDON

BRANCH

Certificates of

Deposit 200,000,000.00 0.70%

NRW BANK

STATE OF NORTH

RHINE-WESTPHALIA

Commercial

Paper 749,929,583.31 2.61%

NATIONAL BANK OF KUWAIT S

YCD 2014/02/21 0.28000

NATIONAL BANK OF

KUWAIT

Certificates of

Deposit 50,000,000.00 0.17%


YCD 2014/02/24 0.28000

NATIONAL BANK OF

ABU DHABI PJSC

Certificates of

Deposit 50,000,000.00 0.17%


YCD 2014/04/29 0.28000

NATIONAL BANK OF

KUWAIT

Certificates of

Deposit 50,000,575.76 0.17%


YCD 2014/05/06 0.28000

NATIONAL BANK OF

KUWAIT

Certificates of

Deposit 95,000,000.00 0.33%

NATIXIS NY BRANCH YCD

09/17/2014

NATIXIS (PARIS

BRANCH)

Certificates of

Deposit 250,000,000.00 0.87%

NEWPORT FUNDING CORP. ACP

2014/02/19 NEWPORT CORP

Commercial

Paper 35,070,999.22 0.12%

NIEUW AMSTERDAM RECEIVABL

ACP 2014/02/12

NIEUW AMSTERDAM

RECEIVABLES CORP

Commercial

Paper 59,997,900.00 0.21%

THE NORINCHUKIN BANK YCD

2014/04/14 0.24000

NORINCHUKIN

BANK/THE

Certificates of

Deposit 695,000,000.00 2.42%

CREDIT SUISSE SECURITIES

11/27/2013

CREDIT SUISSE

GROUP AG

Repurchase

Agreement 100,000,000.00 0.35%

WELLS FARGO SECURITIES LLC

2014/03/13 WELLS FARGO & CO

Repurchase

Agreement 250,000,000.00 0.87%

J.P. MORGAN SECURITIES LLC

2014/04/17

JPMORGAN CHASE &

CO

Repurchase

Agreement 100,000,000.00 0.35%

CREDIT SUISSE SECURITIES (USA)

LLC 2014/03/07

CREDIT SUISSE

GROUP AG

Repurchase

Agreement 250,000,000.00 0.87%

BARCLAYS BANK PLC 2014/02/05 BARCLAYS BANK PLC

Repurchase

Agreement 100,000,000.00 0.35%

BARCLAYS BANK PLC 2014/02/05 BARCLAYS BANK PLC Time Deposit 250,000,000.00 0.87%

DNB BANK ASA 2014/02/05 DNB NOR ASA Time Deposit 1,250,000,000.00 4.35%

CHINA CONSTRUCTION BANK

CORPORATION 2014/02/05

CHINA CONSTRUCTION

BANK CORP Time Deposit 250,000,000.00 0.87%

NATIONAL BANK OF KUWAIT SAK NATIONAL BANK OF Time Deposit 300,000,000.00 1.04%


M-18183571-8 34

2014/02/05 KUWAIT

CREDIT INDUSTRIEL ET

COMMERCIAL 2014/02/05

GROUPE CREDIT

MUTUEL Time Deposit 275,000,000.00 0.96%

CREDIT AGRICOLE CORPORATE

AND INVESTMENT BANK 2014

CREDIT AGRICOLE

GROUP Time Deposit 500,000,000.00 1.74%

STANDARD CHARTERED BANK

2014/02/05

STANDARD

CHARTERED PLC Time Deposit 350,000,000.00 1.22%

DEUTSCHE BANK

AKTIENGESELLSCHAFT 2014/02/05 DEUTSCHE BANK AG Time Deposit 400,000,000.00 1.39%

NATIXIS 2014/02/05

NATIXIS (PARIS

BRANCH) Time Deposit 899,200,000.00 3.13%

ING BANK NV 2014/02/05

ING BANK NV (LONDON

BRANCH)

Repurchase

Agreement 500,000,000.00 1.74%

BARCLAYS BANK PLC 2014/02/06 BARCLAYS BANK PLC

Repurchase

Agreement 100,000,000.00 0.35%

SOCIETE GENERALE PARIS

2014/02/05 SOCIETE GENERALE

Repurchase

Agreement 400,000,000.00 1.39%

SOCIETE GENERALE PARIS

2014/02/05 SOCIETE GENERALE

Repurchase

Agreement 350,000,000.00 1.22%

DEUTSCHE BANK SECURITIES INC


Repurchase

Agreement 100,000,000.00 0.35%

BNP PARIBAS SECURITIES CORP.

2014/02/05 BNP PARIBAS

Repurchase

Agreement 170,000,000.00 0.59%

DEUTSCHE BANK SECURITIES INC


Repurchase

Agreement 139,200,000.00 0.48%



Repurchase

Agreement 100,000,000.00 0.35%



Repurchase

Agreement 35,000,000.00 0.12%

CREDIT AGRICOLE CIB 2014/02/05

CREDIT AGRICOLE

GROUP

Repurchase

Agreement 1,500,000,000.00 5.22%

CITIGROUP GLOBAL MARKETS

INC. 2014/02/05 CITIGROUP INC

Repurchase

Agreement 115,000,000.00 0.40%

ING FINANCIAL MARKETS LLC

2014/02/05

ING BANK NV (LONDON

BRANCH)

Repurchase

Agreement 250,000,000.00 0.87%

REGENCY MARKETS NO. 1, LL ACP

2014/02/18

REGENCY MARKETS

NO. 1 LLC

Commercial

Paper 195,137,134.24 0.68%

REGENCY MARKETS NO. 1, LL ACP

2014/02/19

REGENCY MARKETS

NO. 1 LLC

Commercial

Paper 151,347,759.50 0.53%

ROYAL BANK OF CANADA NY FRN

08/01/2014

ROYAL BANK OF

CANADA

Certificates of

Deposit 300,000,000.00 1.04%

STANDARD CHARTERED BANK

YCD 2014/04/30 0.28000

STANDARD

CHARTERED PLC

Certificates of

Deposit 100,000,000.00 0.35%

SUMITOMO MITSUI BANKING C

YCD 2014/03/03 0.24000

SUMITOMO MITSUI

BANKING

Certificates of

Deposit 225,000,000.00 0.78%


M-18183571-8 35

CORPORATION


YCD 2014/03/05 0.22000

SUMITOMO MITSUI

BANKING

CORPORATION

Certificates of

Deposit 319,998,756.52 1.11%


YCD 2014/04/22 0.22000

SUMITOMO MITSUI

BANKING

CORPORATION

Certificates of

Deposit 250,000,000.00 0.87%

SUMITOMO MITSUI TRUST BAN

YCD 2014/03/12 0.22000

SUMITOMO MITSUI

BANKING

CORPORATION

Certificates of

Deposit 450,000,000.00 1.57%

SUMITOMO MITSUI TRUST BAN

YCD 2014/05/19 0.22000

SUMITOMO MITSUI

BANKING

CORPORATION

Certificates of

Deposit 150,000,000.00 0.52%

SVENSKA HANDELSBANKEN AB

FRN 03/04/2015

SVENSKA

HANDELSBANKEN AB Corporate Bond 300,000,000.00 1.04%

WESTPAC BANKING CORP FRN

02/27/2015

WESTPAC BANKING

CORP Corporate Bond 350,000,000.00 1.22%

VERSAILLES COMMERCIAL PAP

PVR 2014/03/05 0.24210

VERSAILLES

COMMERCIAL PAPER

LL

Commercial

Paper 100,000,000.00 0.35%

VICTORY RECEIVABLES CORPO

ACP 2014/03/06

VICTORY

RECEIVABLES CORP

Commercial

Paper 139,980,827.78 0.49%

VICTORY RECEIVABLES CORPO

ACP 2014/03/10

VICTORY

RECEIVABLES CORP

Commercial

Paper 99,984,416.66 0.35%

WELLS FARGO BANK, NATIONA

VRO 2014/11/13 0.23750 WELLS FARGO & CO

Certificates of

Deposit 150,000,000.00 0.52%

WELLS FARGO BANK NA FRN

02/20/2015 WELLS FARGO & CO Corporate Bond 170,000,000.00 0.59%

WESTPAC BANKING CORPORATI

VRO 2014/07/18 0.29620

WESTPAC BANKING

CORP

Certificates of

Deposit 75,000,000.00 0.26%

CREDIT AGRICOLE CORPORATE

FCD 2014/05/02 0.2600

CREDIT AGRICOLE

GROUP

Certificates of

Deposit 445,005,311.84 1.55%

CREDIT INDUSTRIEL ET COMM

FCD 2014/04/02 0.27500

GROUPE CREDIT

MUTUEL

Certificates of

Deposit 275,006,411.16 0.96%

CREDIT INDUSTRIEL ET

COMMERCIAL

GROUPE CREDIT

MUTUEL

Certificates of

Deposit 248,011,836.45 0.86%

NATIONAL AUSTRALIA BANK CD

FRN 10/23/2014

NATIONAL AUSTRALIA

BANK LTD

Certificates of

Deposit 150,001,378.09 0.52%


Other assets and

Liabilities Other -100,406,256.61 -0.35%

Total 28,725,405,790.05 100.00%


M-18183574-8

1







PROPOSED MERGER

OF

STERLING GOVERNMENT FUND


INTO

GOLDMAN SACHS STERLING GOVERNMENT LIQUID RESERVES FUND


THE ACTION REQUIRED TO BE TAKEN IS SET OUT ON PAGE 14. Notice of a Meeting of Shareholders in the Sterling Government Fund, a sub-fund of Global Treasury Funds plc, to be held on 25 March 2014 is set out on page 15 of this Circular. You are particularly requested to complete and return the relevant enclosed proxy form contained on page 16 of this Circular in accordance with the instructions printed thereon as soon as possible but in any event so that they arrive by 10.40 a.m. on 23 March 2014.






M-18183574-8

2

CONTENTS PAGE

Definitions 4


Appendix I 15 Notice of Extraordinary General Meeting of the Sterling Government Fund

Appendix II 16 Proxy Form for Shareholders in the Sterling Government Fund






Appendix VIII 28 Unaudited portfolio details for the Goldman Sachs Sterling Government Liquid Reserves Fund as at 4 February 2014




M-18183574-8

3

KEY DATES FOR MERGER OF THE STERLING GOVERNMENT FUND AND THE GOLDMAN SACHS

STERLING GOVERNMENT LIQUID RESERVES FUND

Date of dispatch of Circular 3 March 2014 Last time and date for receipt of proxy forms in relation 10.40 a.m. on 23 March 2014 to the Meeting Date of the Meeting 25 March 2014 Date of dispatch of notification of outcome of the Meeting 25 March 2014 (and notification of any change to the Effective Date) Latest time for dealing in Existing Shares 11 April 2014 Effective Date and Time 7 a.m. on 14 April 2014 First day for dealing in New Shares in the Effective Date the Goldman Sachs Sterling Government Liquid Reserves Fund Date of dispatch of letters confirming within 21 days of the Effective Date shareholding in the Goldman Sachs Sterling Government Liquid Reserves Fund

The merger of the Sterling Government Fund with the Goldman Sachs Sterling Government Liquid Reserves

Fund is subject to the approval of the Shareholders in the Sterling Government Fund. Save where otherwise

provided, times referred to above are Irish times.


M-18183574-8

4

DEFINITIONS























M-18183574-8

5

Merging Fund means the Sterling Government Fund, a sub-fund of GTF which is to merge with the Receiving Fund, a sub-fund of GS Funds;







Receiving Fund means Goldman Sachs Sterling Government Liquid Reserves Fund, a sub-fund of GS Funds which is to receive the assets of the Merging Fund;







M-18183574-8

6



Proposed Merger of the Sterling Government Fund, a sub-fund of Global Treasury Funds plc into

Goldman Sachs Sterling Government Liquid Reserves Fund, a sub-fund of Goldman Sachs Funds, plc Dear Shareholder

We are writing to you as a shareholder in the Sterling Government Fund (the Merging Fund) which is a sub-fund of Global Treasury Funds plc, an Irish domiciled umbrella investment company with segregated liability

between its sub-funds (GTF). The purpose of this Circular is to describe the proposal to merge the Merging Fund with the Goldman Sachs

Sterling Government Liquid Reserves Fund (the Receiving Fund) on the Effective Date by way of Merger completed in accordance with paragraph (c) under the definition of “Merger” in Regulation 3(1) of the Regulations. Information on the background and rationale for this proposed merger is set out below. This proposed Merger relates on a broader scale to the five sub-funds of GTF merging with five corresponding sub-funds of GS Funds as set out below. A separate circular is being sent to shareholders in each sub-fund setting out the proposed merger terms in relation to each sub-fund merger. Shareholders in each sub-fund will be asked to vote in favour of the proposed merger as set out in the relevant circular.


plc














M-18183574-8 7



Proposed Merger and the impact on Shareholders in the Merging Fund Transfer of assets The Merger will involve the delivery and/or transfer of the net assets of the Merging Fund to the GS Funds Custodian to be held on behalf of the Receiving Fund in exchange for the issue of New Shares in the Receiving Fund to Shareholders on the Effective Date. Accrued Income The final dividend declared by the Merging Fund prior to the Effective Date will be paid on 1 April 2014. Any income of the Merging Fund accrued but not yet paid out by the Merging Fund as at the Effective Date will form part of the assets of the Merging Fund and will be distributed to Shareholders of the Merging Fund on or after the Effective Date.

Impact on holding Under the terms of the Merger, Shareholders will receive New Shares having an equivalent value to the value of their holding of Existing Shares on the Effective Date. Shareholders holding fractions of Existing Shares will receive fractions of New Shares in the Receiving Fund. The net asset value of the Merging Fund on the Effective Date will be calculated in accordance with the valuation methodology of GTF as set out in its Prospectus and Memorandum and Articles of Association. The net asset value of the Receiving Fund on the Effective Date and, following the delivery and/or transfer of the net assets of the Merging Fund to the Receiving Fund, will be calculated in accordance with the valuation methodology of GS Funds as set out in its Prospectus and Memorandum and Articles of Association. The valuation methodology for the assets of the Merging Fund is the same as that of the Receiving Fund. Each applies the amortised cost method of valuation in the manner prescribed by the Central Bank for use by Money Market Funds. The net asset value of the Merging Fund and the Receiving Fund will not be known until the Effective Date. Dealings in the Existing Shares will continue until the latest time for dealing in the Existing Shares as set out on page 3 of this Circular. If the Resolution is passed, the Merger will be binding on all Shareholders on the register of members of the Merging Fund on the Effective Date and Shareholders will be issued New Shares without any further action on their part, whether or not they voted in favour of the Merger or voted at all. Impact on rights of Shareholders of the Merging Fund The Merging Fund and the Receiving Fund are existing sub-funds of different Irish UCITS authorised by the Central Bank. Each is a Money Market Fund. A table setting out the New Shares proposed to be received by holders of Existing Shares is contained in Appendix III. Where possible the New Share class will correspond as closely as possible to the Existing Share class. The management fees and distribution fees relating to the Existing Shares and New Shares are set out in Appendix III. It should be noted that classes of share of the Merging Fund charges a management fee of 0.15%


M-18183574-8 8

per annum whilst classes of share of the Receiving Fund charge a management fee of 0.20% per annum. From the Effective Date, an entity within the GSAMI Group (at its discretion) will provide a management fee rebate of 0.05% per annum in order to equalise the management fees between Merging Fund and Receiving Fund, where applicable. It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fee of 25bps. Other than any difference in fee structure, the New Shares will operate in a very similar way to the Existing Shares as regards subscriptions, repurchases, conversions and payment of distributions (if any in respect of a particular New Share class) although there may be some differences in dealing deadline times, settlement dates or minimum dealing amounts between Existing Share classes and New Share classes. Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund and currently this policy is active for the Merging Fund. While there are some differences between GTF and GS Funds, principal differences are set out in Appendix VI, it is not expected that there will be any material difference in the rights of Shareholders before and after the Merger takes effect as Shareholders will still be invested in an Irish UCITS Money Market Fund authorised by the Central Bank. By participating in the Merger, Shareholders are deemed to agree that all representations, warranties, indemnities, confirmations and declarations provided by Shareholders in existing subscription forms shall be deemed to be provided to the Receiving Fund as if the subscription forms had been addressed directly to the Receiving Fund and provided by the Shareholders as such at the Effective Time. Re-designation of Share Classes

















M-18183574-8 9








Service Providers


Key Investor Information Document (KIID) A copy of the KIID of each share class of the Receiving Fund is enclosed with this Circular and is available at


M-18183574-8 10

www.gsam.com/kiids. Shareholders are encouraged to read the relevant KIID, which contains information on the essential features of the share classes of the Receiving Fund.

Taxation











Irish Taxation


UK Taxation

Merging Fund

Capital Gains








Shareholders



M-18183574-8 11




















disposed of.






























M-18183574-8 12















the Merger.





Dealings in the Existing Shares will cease at 12 noon on 11 April 2014 for distributing shares and for accumulating shares being the latest time for dealing in the Existing Shares. If the Resolution is passed, no further dealings in the Existing Shares will take place from the latest time for dealing in the Existing Shares, the register will be closed and the Existing Shares shall cease to be of any value or effect (subject to the terms of the Merger) after the Effective Time.

Subscription requests received prior to the latest time for dealing in the Existing Shares will be processed in accordance with the Prospectus of GTF. In the event that subscription requests are received for the Merging Fund after the latest time for dealing in the Existing Shares, such requests will be refused, and the applicant will be informed that the Merging Fund is closed for subscriptions. In the event that repurchase or exchange requests are received for the Merging Fund after the latest time for requesting such a repurchase or exchange, as set out on page 3 of this Circular, such requests will be refused and the holding of Existing Shares by the Shareholder will automatically form part of the Merger. Shareholders who form part of the Merger and receive New Shares in exchange for their Existing Shares will be able to exercise their rights as shareholders in the Receiving Fund as and from the first dealing day for dealing in the New Shares as set out on page 3 of this Circular. In the event that the Resolution is not passed, the Merging Fund shall be terminated. If this is the case,


M-18183574-8 13

Shareholders will receive a further notification after the Meeting outlining what steps will be taken to terminate the Merging Fund. Dealings in the Merging Fund will continue after the Meeting until the Merging Fund is terminated. In the event that the Resolution is passed, the proposed Merger will involve the delivery and/or transfer to the GS Funds Custodian, to be held on behalf of the Receiving Fund of the net assets of the Merging Fund in exchange for the issue of New Shares to Shareholders. The number of New Shares to be issued to each Shareholder in exchange for Existing Shares will not be known until the Effective Date. The value of the holding of New Shares which a Shareholder will receive under the Merger will equal the value of their holding of Existing Shares immediately prior to the Effective Time.










Data Protection Upon completion of the Merger any personal data relating to Shareholders accounts will cease to be controlled by GTF and will instead be controlled by GS Funds as data controller in accordance with the provisions of the Data Protection Acts 1988 and 2003. GS Funds collect, store and process, by electronic or other means, the personal data supplied by its shareholders for the purpose of fulfilling the services required by the shareholders and complying with its legal obligations. The personal data processed includes in particular the name, contact details (including postal or email address), banking details, invested amount and holdings in GS Funds of each shareholder. Personal data supplied by shareholders is processed for the purpose of (i) maintaining the register of shareholders, (ii) processing subscriptions, redemptions and exchanges of shares and payments of dividends to shareholders, (iii) performing controls on excessive trading and market timing practices, and (iv) complying with applicable anti-money laundering rules. Each shareholder has the right to access their personal data and may ask for the personal data to be rectified where it is inaccurate or incomplete by writing to GS Funds. In order to facilitate the merger process, GTF/RBS plc have made personal data available to GS Funds, GSAMI Group and their data processors in order to carry out anti-money laundering checks.


M-18183574-8 14

Upon completion of the Merger, personal data may be transferred to other data processors of GS Funds, which may be located within the E.U. or in countries outside of the E.U. whose data protection laws may not offer an adequate level of protection. By continuing to hold shares in GTF, holders of Existing Shares consent to the transfer of any personal data held by GTF and/or RBS plc to GSAMI Group and GS Funds, as well as the transfer of any personal data to processors located in Australia, Singapore, Japan, Korea, Hong Kong, India and the U.S, in order to enable them to continue to service accounts relating to New Shares following the Merger. RBS plc/GTF may retain personal data relating to Existing Shares in GTF after the Merger in accordance with the RBS plc/GTF record keeping policy.














Following the implementation of the Merger, the Directors will arrange for the filing with the Central Bank of any necessary documents required by the Central Bank in order to note the fact that the Merger has become effective.


M-18183574-8 15

In the opinion of the Directors, the Merger is fair and reasonable and is in the best interests of Shareholders, as

a whole. The Directors recommend that you vote in favour of the Resolution to be proposed. RBSAMD currently acts as the manager to GTF. RBSAMD is also a shareholder in the Merging Fund and will be counted in the quorum at the Meeting. However, as RBSAMD is a subsidiary of RBS plc, which gives rise to a potential conflict of interest in relation to voting on the Resolution, it shall abstain from voting on the Resolution. If you do not intend to attend the Meeting in person, it is important that you exercise your voting rights in respect of the Meeting by completing and returning your enclosed proxy form so that it will arrive by 10.40 a.m. on 23 March 2014 at the following address: Goodbody Secretarial Limited 25/28 North Wall Quay Dublin 1 Ireland Fax: 01 649 2649 (with original to follow by post) Submission of a proxy form will not preclude you from attending and voting at the Meeting in person if you so wish.


Yours faithfully




M-18183574-8 16

APPENDIX I


OF

STERLING GOVERNMENT FUND (the Merging Fund)



SPECIAL RESOLUTION:

That:

the merger, the terms of which are set out in a circular dated 3 March 2014 (the Circular) produced to the meeting and initialled by the Chairman for the purposes of identification to provide for the delivery and/or transfer of all the net assets of the Merging Fund to Goldman Sachs Sterling Government Liquid Reserves Fund

(the Receiving Fund), in consideration of the shareholders who are on the register of shareholders of the

Merging Fund on the date of implementation of the merger (Effective Date) being issued new shares in the Receiving Fund having an equivalent value to their holding of existing shares in the Merging Fund, be and is hereby approved on the terms and conditions set out in the Circular; and that all existing shares of the Merging Fund shall (subject to the terms of the merger) be deemed to have been redeemed following the issue of new shares in the Receiving Fund to those shareholders who are on the register of shareholders of the Merging Fund at the Effective Date; and that the Directors of the Company be and are hereby authorised, on behalf of the Company, to enter into and give effect to any and all documents, deeds and/or agreements and to do any act or thing, requisite or desirable, in the opinion of the Directors, for the purpose of carrying the merger into effect. And to transact any other business which may properly be brought before the meeting.




M-18183574-8 17

APPENDIX II

FORM OF PROXY

OF

STERLING GOVERNMENT FUND (the Merging Fund)

A SUB-FUND OF



Signature:_______________________ Date: _______________________



Shares

For

Number

of Shares

Against

Abstain



Sachs Sterling Government Liquid Reserves Fund (the Receiving

Fund), in consideration of the shareholders who are on the register of shareholders of the Merging Fund on the date of implementation of the



M-18183574-8 18

Notes:







M-18183574-8 19

APPENDIX III




FROM: TO:



Sterling Government Fund Goldman Sachs Sterling Government Liquid Reserves Fund

















M-18183574-8 20

APPENDIX IV

Jurisdiction Table


Jurisdiction

GTF Sterling

Government

Fund

Goldman Sachs

Sterling

Government Liquid

Reserves Fund

UK √ √

Germany √ √

Luxembourg √ √

Finland √ √



Jersey √ x

Guernsey √ x

Gibraltar √ x


x


M-18183574-8 21

APPENDIX V


Guernsey




Isle of Man
















Jersey





Luxembourg





M-18183574-8 22

APPENDIX VI






Name

Sterling Government Fund

(the Merging Fund)

Goldman Sachs Sterling Government Liquid

Reserves Fund



Ireland



Markets Authority



Markets Authority



liability



liability

Segregated

Liability

Yes Yes

Service Providers


Self-managed



International

Investment

Manager


International







Auditors KPMG


Company

Secretary


Registrar and

Transfer Agent



Matheson

Sponsoring

Broker/Listing

Agent



M-18183574-8 23

Shareholder

Services Agent

None Goldman Sachs International acting through its



Investment

Objective and

Policies



This can either be achieved directly via

investment in government issued securities, or

indirectly via investment in short term reverse

repurchase agreements (repo) backed by rated

government collateral, denominated in Sterling.






to time.






capital.

The Receiving Fund will invest in Sterling









agencies.









not be guaranteed.

Rating Triple A

Triple A


Base Currency Sterling

Sterling



Business Day Those days when banks are open for business

in the United Kingdom, or such other day or

days as may be determined from time to time

by the Directors and notified to Shareholders in

advance.

Those days when banks are open for business

in London, or such other day or days as may

be determined from time to time by the

Directors and notified to Shareholders in

advance.


Any Business Day.

Dealing Deadline 12 noon Dublin time on each Dealing Day or






Value Class Shares








4 p.m. Dublin time on each Dealing Day.


M-18183574-8 24



Minimum Initial

Subscription

Amount

£50,000 £1 million or such lesser amount as the



None


2 Shares

None

Subscription

Settlement Period









Redemption

Settlement Period

Distributing Shares




before 12 noon Dublin time.

Accumulating Shares




before 12 noon Dublin time.




Value Class Shares



requests are received before 1 p.m Dublin

time.








Limitation of

Repurchase of

Shares
































redeemed.

Automatic

Switching

Between Share

Classes









Classes.


M-18183574-8 25


Fee Structure


Total Annual

Charges and

Expenses Fees

Management Fees


Appendix III.



Appendix III.
















































Management Fees


Appendix III.



Appendix III.
















exceed 0.20%.








exceed 0.30%.


Class Shares






exceed 0.25%.


M-18183574-8 26


Fund.









Fee Increases








written notice is given to affected

Shareholders.

Fee Increases











Merging Fund.

None

Conversion Fee



of Net Asset Value of Shares. It is not

currently intended to charge any conversion

fee.







Directors’ Fees

















Dividend Policy

Policy

Distributing Shares






Accumulating Shares













M-18183574-8 27


Shares.


Shares.

Dividend

Distribution Date


month.


calendar month.

Valuation of Assets

Method of

Valuation



method.



method.

Negative Yield






Day.









Merging Fund.






Day.

Other Information


Guild Street

IFSC

Dublin 1


Dublin 2

Listing on Irish

Stock Exchange

Yes

Yes

Accounting Year

End


Accounting Half

Year

30 June 30 June


M-18183574-8 28

APPENDIX VII









M-18183574-8 29

APPENDIX VIII

Unaudited portfolio details for Goldman Sachs Sterling Liquid Reserves Fund, the Receiving


February 2014


Traded Market

Value (GBP)

% of net

assets

NV BANK NEDERLANDSE GEMEE

ECS 2014/09/22 CP

BANK NEDERLANDSE

GEMEENTEN

Commercial

Paper 996,611.58 0.34%

AGENCE CENTRALE DES ORGAN

ECP 2014/10/01

AGENCE CENTRALE

DES ORGANISMES

Commercial

Paper 1,992,221.89 0.69%

Merrill Lynch I2/5/2014

MERRILL LYNCH + CO

INC

Repurchase

Agreement 28,000,000.00 9.67%

J.P. MORGAN SEC2/5/2014

JPMORGAN CHASE &

CO

Repurchase

Agreement 50,000,000.00 17.27%


Repurchase

Agreement 50,000,000.00 17.27%


Repurchase

Agreement 55,000,000.00 19.00%


Repurchase

Agreement 52,500,000.00 18.14%

UNITED KINGDOM TREASURY BILL

0% 02/17/2014

UNITED KINGDOM OF

GREAT BRITAIN AND

Government

Bond 39,996,975.72 13.82%


0% 04/22/2014

UNITED KINGDOM OF

GREAT BRITAIN AND

Government

Bond 999,396.61 0.35%


0% 03/10/2014

UNITED KINGDOM OF

GREAT BRITAIN AND

Government

Bond 2,999,322.17 1.04%


0% 04/07/2014

UNITED KINGDOM OF

GREAT BRITAIN AND

Government

Bond 999,532.33 0.35%


0% 04/14/2014

UNITED KINGDOM OF

GREAT BRITAIN AND

Government

Bond 4,997,300.33 1.73%


0% 07/21/2014

UNITED KINGDOM OF

GREAT BRITAIN AND

Government

Bond 998,320.36 0.34%


Other assets and

Liabilities Other -11,038.36 0.00%

Total 289,468,642.63 100.00%


M-18183573-9

1







PROPOSED MERGER

OF

EURO GOVERNMENT FUND


INTO

GOLDMAN SACHS EURO GOVERNMENT LIQUID RESERVES FUND


THE ACTION REQUIRED TO BE TAKEN IS SET OUT ON PAGE 14. Notice of a Meeting of Shareholders in the Euro Government Fund, a sub-fund of Global Treasury Funds plc, to be held on 25 March 2014 is set out on page 15 of this Circular. You are particularly requested to complete and return the relevant enclosed proxy form contained on page 16 of this Circular in accordance with the instructions printed thereon as soon as possible but in any event so that they arrive by 10.30 a.m. on 23 March 2014.






M-18183573-9

2

CONTENTS PAGE

Definitions 4


Appendix I 15 Notice of Extraordinary General Meeting of the Euro Government Fund

Appendix II 16 Proxy Form for Shareholders in the Euro Government Fund






Appendix VIII 28 Unaudited portfolio details for the Goldman Sachs Euro Government Liquid Reserves Fund as at 4 February 2014




M-18183573-9

3

KEY DATES FOR MERGER OF THE EURO GOVERNMENT FUND AND THE GOLDMAN SACHS EURO

GOVERNMENT LIQUID RESERVES FUND

Date of dispatch of Circular 3 March 2014 Last time and date for receipt of proxy forms in relation 10.30 a.m. on 23 March 2014 to the Meeting Date of the Meeting 25 March 2014 Date of dispatch of notification of outcome of the Meeting 25 March 2014 (and notification of any change to the Effective Date) Latest time for dealing in Existing Shares 11 April 2014 Effective Date and Time 7 a.m. on 14 April 2014 First day for dealing in New Shares in the Effective Date the Goldman Sachs Euro Government Liquid Reserves Fund Date of dispatch of letters confirming within 21 days of the Effective Date shareholding in the Goldman Sachs Euro Government Liquid Reserves Fund

The merger of the Euro Government Fund with the Goldman Sachs Euro Government Liquid Reserves Fund

is subject to the approval of the Shareholders in the Euro Government Fund. Save where otherwise

provided, times referred to above are Irish times.


M-18183573-9

4

DEFINITIONS























M-18183573-9

5

Merging Fund means the Euro Government Fund, a sub-fund of GTF which is to merge with the Receiving Fund, a sub-fund of GS Funds;







Receiving Fund means Goldman Sachs Euro Government Liquid Reserves Fund, a sub-fund of GS Funds which is to receive the assets of the Merging Fund;







M-18183573-9

6



Proposed Merger of the Euro Government Fund, a sub-fund of Global Treasury Funds plc into Goldman

Sachs Euro Government Liquid Reserves Fund, a sub-fund of Goldman Sachs Funds, plc Dear Shareholder

We are writing to you as a shareholder in the Euro Government Fund (the Merging Fund) which is a sub-fund of Global Treasury Funds plc, an Irish domiciled umbrella investment company with segregated liability between

its sub-funds (GTF). The purpose of this Circular is to describe the proposal to merge the Merging Fund with the Goldman Sachs

Euro Government Liquid Reserves Fund (the Receiving Fund) on the Effective Date by way of Merger completed in accordance with paragraph (c) under the definition of “Merger” in Regulation 3(1) of the Regulations. Information on the background and rationale for this proposed merger is set out below. This proposed Merger relates on a broader scale to the five sub-funds of GTF merging with five corresponding sub-funds of GS Funds as set out below. A separate circular is being sent to shareholders in each sub-fund setting out the proposed merger terms in relation to each sub-fund merger. Shareholders in each sub-fund will be asked to vote in favour of the proposed merger as set out in the relevant circular.


plc














M-18183573-9 7



Proposed Merger and the impact on Shareholders in the Merging Fund Transfer of assets The Merger will involve the delivery and/or transfer of the net assets of the Merging Fund to the GS Funds Custodian to be held on behalf of the Receiving Fund in exchange for the issue of New Shares in the Receiving Fund to Shareholders on the Effective Date. Accrued Income The final dividend declared by the Merging Fund prior to the Effective Date will be paid on 1 April 2014. Any income of the Merging Fund accrued but not yet paid out by the Merging Fund as at the Effective Date will form part of the assets of the Merging Fund and will be distributed to Shareholders of the Merging Fund on or after the Effective Date. Impact on holding Under the terms of the Merger, Shareholders will receive New Shares having an equivalent value to the value of their holding of Existing Shares on the Effective Date. Shareholders holding fractions of Existing Shares will receive fractions of New Shares in the Receiving Fund. The net asset value of the Merging Fund on the Effective Date will be calculated in accordance with the valuation methodology of GTF as set out in its Prospectus and Memorandum and Articles of Association. The net asset value of the Receiving Fund on the Effective Date and, following the delivery and/or transfer of the net assets of the Merging Fund to the Receiving Fund, will be calculated in accordance with the valuation methodology of GS Funds as set out in its Prospectus and Memorandum and Articles of Association. The valuation methodology for the assets of the Merging Fund is the same as that of the Receiving Fund. Each applies the amortised cost method of valuation in the manner prescribed by the Central Bank for use by Money Market Funds. The net asset value of the Merging Fund and the Receiving Fund will not be known until the Effective Date. Dealings in the Existing Shares will continue until the latest time for dealing in the Existing Shares as set out on page 3 of this Circular. If the Resolution is passed, the Merger will be binding on all Shareholders on the register of members of the Merging Fund on the Effective Date and Shareholders will be issued New Shares without any further action on their part, whether or not they voted in favour of the Merger or voted at all. Impact on rights of Shareholders of the Merging Fund The Merging Fund and the Receiving Fund are existing sub-funds of different Irish UCITS authorised by the Central Bank. Each is a Money Market Fund. A table setting out the New Shares proposed to be received by holders of Existing Shares is contained in Appendix III. Where possible the New Share class will correspond as closely as possible to the Existing Share class. The management fees and distribution fees relating to the Existing Shares and New Shares are set out in Appendix III. It should be noted that classes of Share of the Merging Fund charges a management fee of 0.15%


M-18183573-9 8

per annum whilst classes of Share of the Receiving Fund charge a management fee of 0.20% per annum. From the Effective Date, an entity within the GSAMI Group (at its discretion) will provide a management fee rebate of 0.05% per annum in order to equalise the management fees between Merging Fund and Receiving Fund, where applicable. It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fee of 25bps. Other than any difference in fee structure, the New Shares will operate in a very similar way to the Existing Shares as regards subscriptions, repurchases, conversions and payment of distributions (if any in respect of a particular New Share class) although there may be some differences in dealing deadline times, settlement dates or minimum dealing amounts between Existing Share classes and New Share classes. Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund. Shareholders should however note that such policy is not currently applied to the full extent. Indeed, while there is no distribution fee, management fees are however still being charged to the Merging Fund, hence creating a negative net yield in this low yielding environment. While there are some differences between GTF and GS Funds, principal differences are set out in Appendix VI, it is not expected that there will be any material difference in the rights of Shareholders before and after the Merger takes effect as Shareholders will still be invested in an Irish UCITS Money Market Fund authorised by the Central Bank. By participating in the Merger, Shareholders are deemed to agree that all representations, warranties, indemnities, confirmations and declarations provided by Shareholders in existing subscription forms shall be deemed to be provided to the Receiving Fund as if the subscription forms had been addressed directly to the Receiving Fund and provided by the Shareholders as such at the Effective Time. Re-designation of Share Classes















Effective Date will be paid out by close of business (Dublin time) on that day. Impact on performance of Merging Fund On the basis that the investment objective and policies of the Merging Fund and the Receiving Fund are substantially similar, the Merger is not expected to impact the performance experienced by Shareholders. No performance fee is currently payable in relation to the Merging Fund. No performance fee is payable in relation to the Receiving Fund. As most of the portfolio of assets of the Merging Fund comprise eligible assets for the purposes of the portfolio of assets which can be held by the Receiving Fund, it is expected that no significant re-balancing of the portfolio of the Merging Fund will be required before the Merger can become effective. If the Merger is approved, reasonable endeavours will be used to ensure any instruments issued by The Goldman Sachs Group Inc. or any


M-18183573-9 9

member of its group held by the Merging Fund will be disposed of prior to the Effective Date. Impact on Risk Profile Each Merging Fund and Receiving Fund is a Money Market Fund. The synthetic risk and reward indicator







Service Providers


Key Investor Information Document (KIID)


M-18183573-9 10

A copy of the KIID of each share class of the Receiving Fund is enclosed with this Circular and is available at www.gsam.com/kiids. Shareholders are encouraged to read the relevant KIID, which contains information on the essential features of the share classes of the Receiving Fund.

Taxation











Irish Taxation


UK Taxation

Merging Fund

Capital Gains










M-18183573-9 11

Shareholders




















disposed of.





























M-18183573-9 12
















the Merger.





Dealings in the Existing Shares will cease at 10 a.m. on 11 April 2014 for distributing shares and for accumulating shares being the latest time for dealing in the Existing Shares. If the Resolution is passed, no further dealings in the Existing Shares will take place from the latest time for dealing in the Existing Shares, the register will be closed and the Existing Shares shall cease to be of any value or effect (subject to the terms of the Merger) after the Effective Time.

Subscription requests received prior to the latest time for dealing in the Existing Shares will be processed in accordance with the Prospectus of GTF. In the event that subscription requests are received for the Merging Fund after the latest time for dealing in the Existing Shares, such requests will be refused, and the applicant will be informed that the Merging Fund is closed for subscriptions. In the event that repurchase or exchange requests are received for the Merging Fund after the latest time for requesting such a repurchase or exchange, as set out on page 3 of this Circular, such requests will be refused and the holding of Existing Shares by the Shareholder will automatically form part of the Merger. Shareholders who form part of the Merger and receive New Shares in exchange for their Existing Shares will be able to exercise their rights as shareholders in the Receiving Fund as and from the first dealing day for dealing in the New Shares as set out on page 3 of this Circular.


M-18183573-9 13

In the event that the Resolution is not passed, the Merging Fund shall be terminated. If this is the case, Shareholders will receive a further notification after the Meeting outlining what steps will be taken to terminate the Merging Fund. Dealings in the Merging Fund will continue after the Meeting until the Merging Fund is terminated. In the event that the Resolution is passed, the proposed Merger will involve the delivery and/or transfer to the GS Funds Custodian, to be held on behalf of the Receiving Fund of the net assets of the Merging Fund in exchange for the issue of New Shares to Shareholders. The number of New Shares to be issued to each Shareholder in exchange for Existing Shares will not be known until the Effective Date. The value of the holding of New Shares which a Shareholder will receive under the Merger will equal the value of their holding of Existing Shares immediately prior to the Effective Time.










Data Protection Upon completion of the Merger any personal data relating to Shareholders accounts will cease to be controlled by GTF and will instead be controlled by GS Funds as data controller in accordance with the provisions of the Data Protection Acts 1988 and 2003. GS Funds collect, store and process, by electronic or other means, the personal data supplied by its shareholders for the purpose of fulfilling the services required by the shareholders and complying with its legal obligations. The personal data processed includes in particular the name, contact details (including postal or email address), banking details, invested amount and holdings in GS Funds of each shareholder. Personal data supplied by shareholders is processed for the purpose of (i) maintaining the register of shareholders, (ii) processing subscriptions, redemptions and exchanges of shares and payments of dividends to shareholders, (iii) performing controls on excessive trading and market timing practices, and (iv) complying with applicable anti-money laundering rules. Each shareholder has the right to access their personal data and may ask for the personal data to be rectified where it is inaccurate or incomplete by writing to GS Funds.


M-18183573-9 14

In order to facilitate the merger process, GTF/RBS plc have made personal data available to GS Funds, GSAMI Group and their data processors in order to carry out anti-money laundering checks. Upon completion of the Merger, personal data may be transferred to other data processors of GS Funds, which may be located within the E.U. or in countries outside of the E.U. whose data protection laws may not offer an adequate level of protection. By continuing to hold shares in GTF, holders of Existing Shares consent to the transfer of any personal data held by GTF and/or RBS plc to GSAMI Group and GS Funds, as well as the transfer of any personal data to processors located in Australia, Singapore, Japan, Korea, Hong Kong, India and the U.S, in order to enable them to continue to service accounts relating to New Shares following the Merger. RBS plc/GTF may retain personal data relating to Existing Shares in GTF after the Merger in accordance with the RBS plc/GTF record keeping policy.














Following the implementation of the Merger, the Directors will arrange for the filing with the Central Bank of any necessary documents required by the Central Bank in order to note the fact that the Merger has become


M-18183573-9 15

effective. In the opinion of the Directors, the Merger is fair and reasonable and is in the [best interests] of Shareholders,

as a whole. The Directors recommend that you vote in favour of the Resolution to be proposed. RBSAMD currently acts as the manager to GTF. RBSAMD is also a shareholder in the Merging Fund and will be counted in the quorum at the Meeting. However, as RBSAMD is a subsidiary of RBS plc, which gives rise to a potential conflict of interest in relation to voting on the Resolution, it shall abstain from voting on the Resolution. If you do not intend to attend the Meeting in person, it is important that you exercise your voting rights in respect of the Meeting by completing and returning your enclosed proxy form so that it will arrive by 10.30 a.m. on 23 March 2014 at the following address: Goodbody Secretarial Limited 25/28 North Wall Quay Dublin 1 Ireland Fax: 01 649 2649 (with original to follow by post) Submission of a proxy form will not preclude you from attending and voting at the Meeting in person if you so wish.


Yours faithfully




M-18183573-9 16

APPENDIX I


OF

EURO GOVERNMENT FUND (the Merging Fund)



SPECIAL RESOLUTION:

That:

the merger, the terms of which are set out in a circular dated 3 March 2014 (the Circular) produced to the meeting and initialled by the Chairman for the purposes of identification to provide for the delivery and/or transfer of all the net assets of the Merging Fund to Goldman Sachs Euro Government Liquid Reserves Fund

(the Receiving Fund), in consideration of the shareholders who are on the register of shareholders of the

Merging Fund on the date of implementation of the merger (Effective Date) being issued new shares in the Receiving Fund having an equivalent value to their holding of existing shares in the Merging Fund, be and is hereby approved on the terms and conditions set out in the Circular; and that all existing shares of the Merging Fund shall (subject to the terms of the merger) be deemed to have been redeemed following the issue of new shares in the Receiving Fund to those shareholders who are on the register of shareholders of the Merging Fund at the Effective Date; and that the Directors of the Company be and are hereby authorised, on behalf of the Company, to enter into and give effect to any and all documents, deeds and/or agreements and to do any act or thing, requisite or desirable, in the opinion of the Directors, for the purpose of carrying the merger into effect. And to transact any other business which may properly be brought before the meeting.




M-18183573-9 17

APPENDIX II

FORM OF PROXY

OF

EURO GOVERNMENT FUND (the Merging Fund)

A SUB-FUND OF



Signature:_______________________ Date: _______________________



Shares

For

Number

of Shares

Against

Abstain



Sachs Euro Government Liquid Reserves Fund (the Receiving Fund), in consideration of the shareholders who are on the register of shareholders of the Merging Fund on the date of implementation of the



M-18183573-9 18

Notes:







M-18183573-9 19

APPENDIX III




FROM: TO:



Euro Government Fund Goldman Sachs Euro Government Liquid Reserves Fund















Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund. Shareholders should however note that such policy is not currently applied to the full extent. Indeed, while there is no distribution fee, management fees are however still being charged to the Merging Fund, hence creating a negative net yield in this low yielding environment.


M-18183573-9 20

APPENDIX IV

Jurisdiction Table


Jurisdiction

GTF Euro

Government

Fund

Goldman Sachs

Euro Government

Liquid Reserves

Fund

UK √ √

Germany √ √

Luxembourg √ √

Finland √ √



Jersey √ x

Guernsey √ x

Gibraltar √ x


x


M-18183573-9 21

APPENDIX V


Guernsey




Isle of Man
















Jersey





Luxembourg





M-18183573-9 22

APPENDIX VI






Name

Euro Government Fund

(the Merging Fund)

Goldman Sachs Euro Government Liquid

Reserves Fund



Ireland



Markets Authority



Markets Authority



liability



liability

Segregated

Liability

Yes Yes

Service Providers


Self-managed



International

Investment

Manager


International







Auditors KPMG


Company

Secretary


Registrar and

Transfer Agent



Matheson

Sponsoring

Broker/Listing

Agent




M-18183573-9 23

Services Agent



Investment

Objective and

Policies



This can either be achieved directly via

investment in government issued securities, or

indirectly via investment in short term reverse

repurchase agreements (repo) backed by rated

government collateral, denominated in Euro.






to time.






capital.

The Receiving Fund will invest in Euro









agencies.









not be guaranteed.

Rating Triple A

Triple A


Base Currency Euro

Euro




the TARGET 2 System is open as determined

by the Governing Council of the European

Central Bank from time to time and on which

the majority of banks in the Euro zone and the

United Kingdom are generally open for

business or such other day or days as may be

determined by the Directors and notified to

Shareholders.

Those days when the TARGET system is open

to effect the movement of Euro, or such other

day or days as may be determined from time to

time by the Directors and notified to

Shareholders in advance.


Any Business Day.

Dealing Deadline 10 a.m. Dublin time on each Dealing Day or






Value Class Shares

12 noon Dublin time on each Dealing Day







M-18183573-9 24


4 p.m. Dublin time on each Dealing Day.



Minimum Initial

Subscription

Amount

€50,000 €1 million or such lesser amount as the



None


2 Shares

None

Subscription

Settlement Period







Receiving Fund by 3 p.m., Dublin time or such


Redemption

Settlement Period

Distributing Shares




before 10 a.m. Dublin time.

Accumulating Shares




before 10 a.m. Dublin time.




Value Class Shares



requests are received before 12 noon Dublin

time.








Limitation of

Repurchase of

Shares
































redeemed.

Automatic

Switching






M-18183573-9 25

Between Share

Classes






Classes.

Fee Structure


Total Annual

Charges and

Expenses Fees

Management Fees


Appendix III.



Appendix III.












































Management Fees


Appendix III.



Appendix III.
















exceed 0.20%.








exceed 0.30%.


Class Shares






exceed 0.45%.


M-18183573-9 26






Fund.









Fee Increases









Fee Increases











Merging Fund.

None

Conversion Fee











Directors’ Fees

















Dividend Policy

Policy

Distributing Shares






Accumulating Shares









M-18183573-9 27




Shares.




Shares.

Dividend

Distribution Date


month.


calendar month.

Valuation of Assets

Method of

Valuation



method.



method.

Negative Yield






Day.









Merging Fund.






Day.

Other Information


Guild Street

IFSC

Dublin 1


Dublin 2

Listing on Irish

Stock Exchange

Yes

Yes

Accounting Year

End


Accounting Half

Year

30 June 30 June


M-18183573-9 28

APPENDIX VII









M-18183573-9 29

APPENDIX VIII

Unaudited portfolio details for Goldman Sachs Euro Government Reserves Fund, the

Receiving Fund, sourced by BNY Mellon Fund Services (Ireland) Limited, the GTF

Administrator, as at 4 February 2014


Traded Market

Value (EUR)

% of net

assets

AGENCE CENTRALE 2 0.00000

FR0121655353

AGENCE CENTRALE DES

ORGANISMES

Certificates of

Deposit 18,199,593.18 2.72%

UNEDIC ECP 2014 2014/05/27

FR0121908109 UNEDIC

Commercial

Paper 9,493,999.72 1.42%

UNEDIC ECS 2014/04/23 CP UNEDIC

Commercial

Paper 23,989,225.66 3.59%

EUROPEAN STABILITY

MECHANISM T 0% 05/22/2014

EUROPEAN STABILITY

MECHANISM

Government

Bond 22,992,554.29 3.44%

NV BANK NEDERLA 2014/04/15

XS1009055150

KINGDOM OF THE

NETHERLANDS

Commercial

Paper 5,998,045.83 0.90%

FMS WERTMANAGEMENT ECS

2014/04/16

FEDERAL REPUBLIC OF

GERMANY

Commercial

Paper 29,390,285.80 4.39%

EUROPEAN STABILITY


EUROPEAN STABILITY

MECHANISM

Government

Bond 38,964,778.66 5.82%


ECS 2014/04/28

ERSTE

ABWICKLUNGSANSTALT

Commercial

Paper 26,988,320.61 4.03%

AGENCE CENTRALE DES ORGAN

ECS 2014/04/28

AGENCE CENTRALE DES

ORGANISMES

Commercial

Paper 15,992,168.70 2.39%

KA FINANZ AG EC 2014/04/02 REPUBLIC OF AUSTRIA

Commercial

Paper 4,498,741.19 0.67%

BANK NEDERLANDSE

GEMEENTEN 4.5% 03/10/2014

BANK NEDERLANDSE

GEMEENTEN

Government

Bond 1,003,926.61 0.15%

CAISSE CENTRALE DU CREDIT

QCD 2014/06/11 0.00000

CAISSE CENTRALE DES

ASSURANCES MUTU

Certificates of

Deposit 3,995,882.28 0.60%


Commercial

Paper 15,989,545.45 2.39%


Repurchase

Agreement 100,000,000.00 14.94%


Repurchase

Agreement 89,500,000.00 13.38%


Commercial

Paper 2,999,190.76 0.45%

BANK NEDERLANDSE

GEMEENTEN 4% 07/15/2014

BANK NEDERLANDSE

GEMEENTEN

Government

Bond 17,789,788.00 2.66%

BANK NEDERLANDSE

GEMEENTEN 3.75% 03/14/2014

BANK NEDERLANDSE

GEMEENTEN

Government

Bond 8,139,478.58 1.22%

UNEDIC 2.38% 03/31/2014 FRENCH REPUBLIC Government 300,976.66 0.04%


M-18183573-9 30

Bond

OESTERREICHISCHE

KONTROLLBANK 3.5% 04/28/2014

OESTERREICHISCHE

KONTROLLBANK

Government

Bond 12,687,574.95 1.90%


FRN 02/18/2015

FEDERAL REPUBLIC OF

GERMANY

Government

Bond 20,032,400.00 2.99%


FRN 02/02/2015

FEDERAL REPUBLIC OF

GERMANY

Government

Bond 10,018,382.81 1.50%

EUROPEAN FINANCIAL STABILITY

F 1% 03/12/2014

EUROPEAN FINANCIAL

STABILITY F

Government

Bond 45,136,059.44 6.75%

KFW 0.38% 04/03/2014

FEDERAL REPUBLIC OF

GERMANY

Government

Bond 7,503,329.88 1.12%


FRN 04/22/2014

ERSTE

ABWICKLUNGSANSTALT

Government

Bond 6,603,424.14 0.99%



Government

Bond 3,199,993.33 0.48%

GERMAN TREASURY BILL 0%

09/24/2014

FEDERAL REPUBLIC OF

GERMANY

Government

Bond 14,988,459.73 2.24%


WESTPHALIA FRN 06/10/2014


WESTPHALIA

Government

Bond 600,380.21 0.09%



Government

Bond 6,292,925.13 0.94%

EUROPEAN STABILITY


EUROPEAN STABILITY

MECHANISM

Government

Bond 19,499,012.96 2.91%

EUROPEAN STABILITY


EUROPEAN STABILITY

MECHANISM

Government

Bond 84,999,763.25 12.70%

Other assets and Liabilities Other assets and Liabilities Other 1,356,383.71 0.20%

Total 669,144,591.52 100.00%