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CORRESP
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CORRESP

GOLDMAN SACHS VARIABLE INSURANCE TRUST

71 South Wacker Drive

Suite 500

Chicago, Illinois 60606

October
27, 2005

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

100 “F” Street, N.E.

Washington, D.C. 20549

    Re:

    Goldman Sachs Variable Insurance Trust (the “Trust”)/ Post-Effective Amendment No. 12 to the Registration Statement on Form N-1A
(1933 Act Registration No. 333-35883) (1940 Act Registration
No. 811-08361)

Ladies and Gentlemen:

     Attached is a memorandum which summarizes the staff’s comments on Post-Effective Amendment No.
12 to the Registration Statement on Form N-1A (the “Post-Effective Amendment”) and the Trust’s
responses to such comments.

     The Trust acknowledges that it is responsible for the adequacy and accuracy of the disclosure
in the Post-Effective Amendment. The Trust further acknowledges that staff comments or changes to
disclosure in response to staff comments on the Post-Effective Amendment may not foreclose the
Securities and Exchange Commission (the “Commission”) from taking any action with respect to the
Post-Effective Amendment. The Trust further acknowledges that it may not assert staff comments as
a defense in any proceeding initiated by the Commission or any party under the federal securities
laws of the United States of America.

    Very truly yours,

    Goldman Sachs Variable Insurance Trust

    By:

    /s/ Howard B. Surloff

    Howard B. Surloff

    Secretary

MEMORANDUM

    TO:

    Alison White

    CC:

    Benjamin Archibald

    Peter Bonanno

    Jeffrey A. Dalke

    FROM:

    Kenneth L. Greenberg

    DATE:

    October 27, 2005

    RE:

    Goldman Sachs Variable Insurance Trust/Post-Effective Amendment No. 12

    (Initial Registration of Service Share Class)

    (1933 Act Registration No. 333-35883) (1940 Act Registration No. 811-08361)

     This memorandum summarizes the comments on Post-Effective Amendment No. 12 (the “Amendment”)
to the Registrations Statement of Goldman Sachs Variable Insurance Trust (the “Registrant”) which
were conveyed by you by telephone on October 6, 2005 and the Registrant’s responses.

Prospectus

    1.

    Comment: As drafted, certain financial disclosure in
this prospectus and statement of additional information assumes that the
reorganization was approved by shareholders and consummated. Please explain
supplementally what registrant will do with these documents if the
reorganization is not approved by shareholders.

    Response: Currently, prior to the receipt of shareholder approval, the
Registrant intends to accompany the prospectus and statement of additional
information with a sticker which discloses that the reorganization has not yet
occurred. Once shareholder approval is received, the Registrant will remove the
sticker from the prospectus and statement of additional information. In the
event some of the Funds but not all of the Funds of the Allmerica Investment
Trust approve the reorganization, the Registrant will revise the prospectus
sticker to indicate which Funds did not approve the reorganization. In
addition, the prospectus and statement of additional information would be
refiled with the Commission, and any financial information relating to Allmerica
Funds which did not approve the reorganization would be removed. In the
unlikely event that none of the Allmerica Funds approve the reorganization, the
Registrant would refile the prospectus and statement of additional information
with the Commission and any financial information

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    relating to the Funds which did not approve the reorganization would be removed.

    2.

    Comment: Please explain supplementally why a new
Service Share class is being created. Also, state supplementally whether the
existing class of shares is included in post-effective amendment number 12.

    Response: The new Service Share class is being created in connection
with the adoption of a Distribution and Service Plan under Rule 12b-1 for
Service Shares. The Distribution and Service Plan will provide payments to
finance activities related to the distribution of the Funds’ Service Shares and
may also be used for personal and account maintenance services performed and
expenses incurred in connection with Service Shares. It is anticipated that the
Distribution and Service Plan will benefit the Funds and their shareholder in
several ways. First, the payments will help facilitate the distribution of
Service Shares to investors and assist in the servicing of shareholders who
purchase Service Shares. In this regard, Registrant believes that during the
recent past many mutual funds sold to insurance company separate accounts have
adopted 12b-1 distribution and service plans, and that these funds have achieved
favorable asset growth relative to funds that have not adopted such plans. This
growth would indicate the acceptance and value of the services provided under
the plans to funds and the shareholders. Second, Registrant has considered the
level of asset growth it has achieved since its inception in 1997; the fact that
since its inception, it has liquidated several funds that had low assets; and
also the fact that part of the operating expenses of certain of Registrant’s
portfolios are being subsidized through expense reimbursements of the investment
adviser. The Distribution and Service Plan is expected to help address these
circumstances so that Registrant’s portfolios can reach and maintain optimal
asset sizes; be able to bear their expenses; and, if possible, reduce the per
share cost of their fixed expenses.

    The Amendment only contains a prospectus and statement of additional information
for Registrant’s Service Share class. The Registrant’s other class will
continue to be sold under its current prospectus and statement of additional
information.

    3.

    Text: Pages 24-30, “Fund Performance Section.”

    Comment: Add a footnote to each bar chart which states that the
“returns are for a class that is not offered in this prospectus that would have
substantially similar annual returns because the shares are invested in the same
portfolio of securities and the annual returns would differ only to the extent
that the classes do not have the same expenses.”

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    Response: Revised as requested.

    4.

    Text: Pages 75-76, “Appendix C- Prior Performance of
Similarly Advised Accounts of the Investment Adviser.”

    Comments:

    a) If any substantially similar accounts were excluded from the composite
either include them or represent that their exclusion will not be
misleading.

    b) Confirm that the Fund expenses used in calculating performance were
higher than the expenses of the composite.

    Response:

    a) The Registrant’s investment adviser has confirmed that no substantially
similar accounts were excluded from the composites.

    b) The performance composites contained in the prospectus are based on the
investment adviser’s institutional account performance composites. The
performance presented in the prospectus contains the gross returns of all
the accounts/mutual funds in the institutional account performance composite
which have been adjusted to reflect the estimated annual fund operating
expenses (both before and after waivers) of the Service Shares of the
applicable Funds of the Registrant. The Registrant’s investment adviser has
confirmed that each Fund’s annual operating expenses used in calculating
the performance presented in the prospectus were higher than those used in
the investment adviser’s institutional account performance composites
(which include the gross returns of accounts/mutual funds after deduction of
the highest institutional advisory fee based on the applicable
institutional account fee schedule in the investment adviser’s Form ADV
filing.).

    Statement of Additional Information

    5.

    Text: Pages B-81-82, paragraphs relating to the Board
consideration of the management agreement. The seventh sentence of the first
full paragraph on page B-81 and the third sentence on page B-82 states: “In
addition, the Trustees considered ... potential economies of scale.”

    Comment: State what the Board concluded about the potential economies
of scale.

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    Response: With respect to the disclosure relating to the Board’s
consideration of the management agreement for the existing Funds of the
Registrant (i.e., the CORE U.S. Equity, CORE Small Cap Equity, Capital Growth,
Growth and Income, Mid Cap Value and International Equity Funds), the disclosure
has been replaced with a cross-reference to the expanded disclosure that is
contained in the Registrant’s annual reports for the fiscal period ended June
30, 2005.

    With respect to the disclosure relating to the Board’s consideration of the
management agreement for the newly established Funds of the Registrant (i.e.,
the Growth Opportunities, Equity Index, Government Income, Core Fixed Income and
Money Market Funds) conclusions addressing the potential economies of scale have
been added. See Exhibit A.

    6.

    Text: Pages B-81-82, paragraphs relating to the Board
consideration of the management agreement.

    Comment: Consider expanding the disclosure to discuss how the Board
evaluated the listed factors when approving the management agreement.

    Response: With respect to the disclosure relating to the Board’s
consideration of the management agreement for the existing Funds of the
Registrant (i.e., the CORE U.S. Equity, CORE Small Cap Equity, Capital Growth,
Growth and Income, Mid Cap Value and International Equity Funds), the disclosure
has been replaced with a cross-reference to the expanded disclosure that is
contained in the Registrant’s annual reports for the fiscal period ended June
30, 2005.

    With respect to the disclosure relating to the Board’s consideration of the
management agreement for the newly established Funds of the Registrant (i.e.,
the Growth Opportunities, Equity Index, Government Income, Core Fixed Income and
Money Market Funds), expanded disclosure has been added. See Exhibit A.

    7.

    Text: Page B-83, last sentence states: “Effective
April 29, 2005, the CORE U.S. Equity Fund entered into a fee reduction
commitment with the Investment Adviser to permanently reduce the management fee
for the Fund to an annual rate of 0.65% of the average daily net assets of the
Fund.”

    Comment: Clarify the disclosure relating to the history of the
management fee changes of the CORE U.S. Equity Fund. Please make clear what
was in place on July 1, 2005, on April 29, 2005 and before April 29, 2005.

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    Response: Revised as requested. See Exhibit B. Prior to April 29,
2005, the CORE U.S. Equity Fund had a contractual rate of 0.70% of the Fund’
average daily net assets. Beginning April 29, 2005, the fee was permanently
reduced by 0.65% of the Fund’s average daily net assets when the Fund entered
into a written fee reduction commitment with the investment adviser. On July 1,
2005, the investment adviser implemented a voluntary fee reduction by imposing
the following break points:

    Over $1 billion

    First $1 billion

    up to $2 billion

    Over $2 billion

    0.65
    %

    0.59
    %

    0.56
    %

    8.

    Text: Page 87, “Portfolio Managers- Other Accounts
Managed by the Portfolio Managers.”

    Comment: Please provide the staff with a completed chart for review.

    Response: Attached as Exhibit C is a revised chart which contains the
missing information.

     If you have any questions or comments concerning this memorandum, please contact me at (215)
988-1152. The effective date of the Amendment will be November 4, 2005. However, if these
responses are satisfactory, the Registrant would like to have the effective date accelerated to a
date as early as possible in October. To accomplish this goal, the Registrant intends to re-file
the prospectus and statement of additional information in another post-effective amendment pursuant
to Rule 485(a) under the Securities Act of 1933 along with a request that the filing’s effective
date be accelerated to the date of filing of such post-effective amendment or a date as soon
thereafter as practicable.

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Exhibit A

     The Management Agreement for the CORE U.S. Equity, CORE Small Cap Equity, Capital
Growth, Growth and Income, Mid Cap Value and International Equity Funds was initially approved by
the Trustees, including a majority of the Trustees who are not parties to the Management Agreement
or “interested persons” (as such term is defined in the Act) of any party thereto (the
“non-interested Trustees”), on October 21, 1997. The Management Agreement with respect to these
Funds was most recently approved by the Trustees, including a majority of the Trustees who are not
parties to the Management Agreement or “interested persons” of any party thereto, on June 15, 2005.
A discussion regarding the Board of Trustees’ basis for approving the Management
Agreement is available in the Trust’s semi-annual reports dated June 30, 2005.

     The Management Agreements were approved by the Trustees, including a majority of the
non-interested Trustees, with respect to the Growth Opportunities, Equity Index,
Government Income, Core Fixed Income and Money Market Funds on August 4, 2005. At that meeting the
Board of Trustees reviewed the written and oral presentations provided by the Investment Adviser in
connection with the Trustees’ consideration of the Management Agreements. The Trustees
also reviewed, with the advice of legal counsel, their responsibilities under applicable law
and met in executive session without representatives of the Investment Adviser present. Among
other things, the Trustees reviewed the Management Agreements as they applied to the Funds,
including information regarding the terms of the Management Agreements; the fees and expenses to be
paid by the Funds; the spread between the Investment Adviser’s management fee for the Equity Index
Fund and the Sub-Adviser’s sub-advisory fee for that Fund; the Investment Adviser’s proposal to
reimburse certain expenses of the Funds that exceed a specified level; the Investment Adviser’s
proposal to waive voluntarily a portion of its management fee with respect to the Equity Index
Fund; other benefits to be derived by the Investment Adviser and its affiliates from their
relationships with the Funds; and a comparison of the Funds’ fees and expenses with those paid by
other similar mutual funds. The Trustees also considered the investment performance of other
similar mutual funds managed by the Investment Adviser, which the Trustees believed to have been
competitive.

     In connection with their approval of the Management Agreements for the Funds, the Trustees
gave weight to various factors, but did not identify any particular factor as controlling their
decision. As part of their review, the Trustees considered the nature, extent and quality of the
services provided by the Investment Adviser. In this regard, the Trustees considered both the
investment advisory services and the other, non-advisory, services to be provided to the Funds by
the Investment Adviser and its affiliates. These services include services as the Funds’ transfer
agent, securities lending agent and distributor. The Trustees believed that the Investment Adviser
was able to provide quality services to the Funds.

     The Trustees also considered the contractual fee rates payable by the Funds (some of which
included fee breakpoints) under the Management Agreements. In this regard, information on the fees
payable by the Funds and the Funds’ total operating expense ratios were compared to
similar information for mutual funds advised by other, unaffiliated investment management
firms. The comparisons of the Funds’ fee rates and total operating expense ratios were prepared by
a third-party consultant. These comparisons assisted the Trustees in evaluating the reasonableness
of the management fees