Form 485BXT GOLDMAN SACHS TRUST
As filed with the Securities and Exchange Commission on May 14, 2025
1933 Act Registration No. 033-17619
1940 Act Registration No. 811-05349
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
| THE SECURITIES ACT OF 1933 | ☑ | |||
| Pre-Effective Amendment No. ___ | ☐ | |||
| Post-Effective Amendment No. 930 | ☑ |
and/or
REGISTRATION STATEMENT
UNDER
| THE INVESTMENT COMPANY ACT OF 1940 | ☑ | |||
| Amendment No. 931 | ☑ |
(Check appropriate box or boxes)
GOLDMAN SACHS TRUST
(Exact Name of Registrant as Specified in Charter)
71 South Wacker Drive
Chicago, Illinois 60606
(Address of Principal Executive Offices)
Registrants Telephone Number, including Area Code: (312) 655-4400
ROBERT GRIFFITH, ESQ.
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
(Name and Address of Agent for Service)
Copies to:
| STEPHEN H. BIER, ESQ. Dechert LLP 1095 Avenue of the Americas New York, NY 10036 |
BRENDEN P. CARROLL, ESQ. Dechert LLP 1900 K Street, NW Washington, DC 20006 |
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of the registration statement
It is proposed that this filing will become effective (check appropriate box)
| ☐ | immediately upon filing pursuant to paragraph (b) |
| ☒ | on May 22, 2025, pursuant to paragraph (b) |
| ☐ | 60 days after filing pursuant to paragraph (a)(1) |
| ☐ | on (date) pursuant to paragraph (a)(1) |
| ☐ | 75 days after filing pursuant to paragraph (a)(2) |
| ☐ | on (date) pursuant to paragraph (a)(2) of rule 485. |
If appropriate, check the following box:
| ☒ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Title of Securities Being Registered:
Token Shares of the Goldman Sachs Financial Square Treasury Instruments Fund.
Explanatory Note
Post-Effective Amendment No. 923 (the Amendment) to the Registration Statement of Goldman Sachs Trust was filed pursuant to Rule 485(a)(2) under the Securities Act of 1933 on March 4, 2025, to register Token Shares of the Goldman Sachs Financial Square Treasury Instruments Fund. Pursuant to Rule 485(a)(2), the Amendment would have become effective on May 3, 2025. Post-Effective Amendment No. 929 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating May 15, 2025, as the date upon which the Amendment would have become effective. This Post-Effective Amendment No. 930 is being filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating May 22, 2025, as the new date upon which the Amendment shall become effective. This Post-Effective Amendment No. 930 incorporates by reference the information contained in Parts A and B of the Amendment. Part C is filed herewith.
PART C: OTHER INFORMATION
Item 28. Exhibits
Item 29. Persons Controlled by or Under Common Control with the Fund
Goldman Sachs Tactical Tilt Overlay Fund, a series of the Registrant, wholly owns and controls Cayman Commodity-TTIF, LLC (the TTIF Subsidiary), a company organized under the laws of the Cayman Islands. The TTIF Subsidiarys financial statements will be included on a consolidated basis in the Tactical Tilt Overlay Funds Form N-CSR.
Goldman Sachs Absolute Return Tracker Fund, a series of the Registrant, wholly owns and controls Cayman Commodity-ART, LLC (the ART Subsidiary), a company organized under the laws of the Cayman Islands. The ART Subsidiarys financial statements will be included on a consolidated basis in the Absolute Return Tracker Funds Form N-CSR.
Goldman Sachs Commodity Strategy Fund, a series of the Registrant, wholly owns and controls Cayman Commodity-CSF, Ltd. (the CSF Subsidiary), a company organized under the laws of the Cayman Islands. The Commodity Subsidiarys financial statements will be included on a consolidated basis in the Commodity Strategy Funds Form N-CSR.
Goldman Sachs Managed Futures Strategy Fund, a series of the Registrant, wholly owns and controls Cayman Commodity-MFS, LLC (the MFS Subsidiary), a company organized under the laws of the Cayman Islands. The MFS Subsidiarys financial statements will be included on a consolidated basis in the Managed Futures Strategy Funds Form N-CSR.
Goldman Sachs Strategic Factor Allocation Fund, a series of the Registrant, wholly owns and controls Cayman Commodity-SFA, LLC (the SFA Subsidiary), a company organized under the laws of the Cayman Islands. The SFA Subsidiarys financial statements will be included on a consolidated basis in the Strategic Factor Allocation Funds Form N-CSR.
Goldman Sachs Strategic Volatility Premium Fund, a series of the Registrant, wholly owns and controls Cayman Commodity-SVP, LLC (the SVP Subsidiary), a company organized under the laws of the Cayman Islands. The SFA Subsidiarys financial statements will be included on a consolidated basis in the Strategic Volatility Premium Funds Form N-CSR.
Item 30. Indemnification
Article IV of the Declaration of Trust of Goldman Sachs Trust, a Delaware statutory trust, provides for indemnification of the Trustees, officers and agents of the Trust, subject to certain limitations. The Declaration of Trust is incorporated by reference to Exhibit (a)(1).
The Management Agreements provide that the applicable Investment Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by a Fund, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Adviser or from reckless disregard by the Investment Adviser of its obligations or duties under the Management Agreements. Section 7 of the Management Agreements on behalf of Goldman Sachs Short Duration Government Fund provides that Goldman Sachs Short Duration Government Fund will indemnify the Adviser against certain liabilities; provided, however, that such indemnification does not apply to any loss by reason of its willful misfeasance, bad faith or gross negligence or the Advisers reckless disregard of its obligation under the Management Agreements. The Management Agreements are incorporated by reference as Exhibits (d)(1), (d)(2), (d)(3), (d)(4), (d)(5), (d)(6) and (d)(21).
Section 14 of the Sub-Advisory Agreement between Goldman Sachs Asset Management, L.P. (the Investment Adviser) and CoreCommodity Management, LLC (the Sub-Adviser) with respect to Goldman Sachs Commodity Strategy Fund (the Fund) provides that the Sub-Adviser will not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) suffered by the Investment Adviser or the Trust as a result of any error of judgment by the Sub-Adviser with respect to the Fund, except that the Sub-Adviser will remain liable for, and will indemnify the Trust, the Investment Adviser and their affiliated persons against, any losses suffered (a) as a result of the willful misconduct, bad faith, fraud, negligence or breach of fiduciary duty by the Sub-Adviser; (b) as a result of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund, or any material fact omitted therefrom, if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser; (c) as a result of the failure of the Sub-Adviser to execute portfolio transactions according to the requirements of applicable law; (d) as a result of any failure by the Sub-Adviser to exercise the standard of care set forth in the Sub-Advisory Agreement; or (e) any breach of the Sub-Advisory Agreement or any representation or warranty contained therein. The Sub-Advisory Agreement is incorporated by reference as Exhibit (d)(9).
Section 9 of the Distribution Agreement between the Registrant and Goldman Sachs dated April 30, 1997, as amended, and Section 7 of the Transfer Agency Agreement between the Registrant and Goldman Sachs & Co. LLC dated August 9, 2007 provides that the Registrant will indemnify Goldman Sachs & Co. LLC against certain liabilities. Copies of the Distribution Agreement and the Transfer Agency Agreement are incorporated by reference as Exhibits (e)(1) and (h)(4) respectively, to the Registrants Registration Statement.
Fund and trustees and officers liability policies purchased jointly by the Registrant and other registered investment companies for which the trustees and officers serve as such insure such persons and their respective trustees, partners, officers and employees, subject to the policies coverage limits and exclusions and varying deductibles, against loss resulting from claims by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
Item 31. Business and Other Connections of Investment Advisers
Goldman Sachs Asset Management, L.P. (GSAM) and Goldman Sachs Asset Management International (GSAMI) are indirect, wholly-owned subsidiaries of The Goldman Sachs Group, Inc. and serve as investment advisers to the Registrant. GSAM and GSAMI are engaged in the investment advisory business. GSAM and GSAMI are part of The Goldman Sachs Group, Inc., a public company that is a bank holding company, financial holding company and a worldwide, full-service financial services organization. GSAM Holdings LLC is the general partner and principal owner of GSAM. Information about the officers and partners of GSAM and officers and directors of GSAMI is included in their Forms ADV filed with the Commission (registration numbers 801-37591 and 801-38157, respectively) and is incorporated herein by reference.
CoreCommodity Management, LLC (CoreCommodity) serves as sub-adviser to Goldman Sachs Commodity Strategy Fund. CoreCommodity is primarily engaged in the investment management business. Information about the officers and directors of CoreCommodity is included in its Form ADV filed with the Commission (registration number 801-65436) and is incorporated herein by reference.
Item 32. Principal Underwriters
| (a) | Goldman Sachs & Co. LLC or an affiliate or a division thereof currently serves as distributor for shares of Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust, Goldman Sachs Trust II and GS Real Estate Diversified Income Fund. Goldman Sachs & Co. LLC, or a division thereof currently serves as administrator and distributor of the units or shares of The Commerce Funds. | |
| (b) | Set forth below is certain information pertaining to the Managing Directors of Goldman Sachs & Co. LLC, the Registrants principal underwriter, who are members of The Goldman Sachs Group, Inc.s Management Committee. None of the members of the management committee holds a position or office with the Registrant. | |
GOLDMAN SACHS MANAGEMENT COMMITTEE
| Name and Principal Business Address |
Position with Goldman Sachs & Co. LLC | |
| David M. Solomon (1) | Chairman and Chief Executive Officer | |
| John E. Waldron (1) | President and Chief Operating Officer | |
| Denis Coleman (1) | Chief Financial Officer | |
| Richard A. Friedman (1) | Chairman of the Asset Management Division | |
| Richard J. Gnodde (2) Hidehiro Imatsu (3) Rob Kaplan (6) |
Chief Executive Officer of Goldman Sachs International President and Representative Director of Goldman Sachs Japan Co., Ltd. Vice Chairman of Goldman Sachs | |
| John F.W. Rogers (1) Russell Horwitz (1) |
Executive Vice President, Secretary to Board of Directors Chief of Staff | |
| Ashok Varadhan (1) | Co-Head of Global Banking & Markets Division | |
| Marc Nachmann (2) | Global Head Asset & Wealth Management | |
| Jacqueline Arthur (1) | Global Head of Human Capital Management | |
| Dan Dees (5) | Co-Head of Global Banking & Markets Division | |
| Brian J. Lee (1) | Chief Risk Officer | |
| Asahi Pompey (1) | Global Head of Corporate Engagement and President of the Goldman Sachs Foundation | |
| Marco Argenti (1) | Chief Information Officer | |
| Kathryn Ruemmler (1) | Chief Legal Officer and General Counsel | |
| Tucker York (1) | Global Head of Goldman Sachs Wealth Management | |
| Jan Hatzius (1) | Head of the Global Investment Research Division and Chief Economist of Goldman Sachs | |
| Sheara J. Fredman (1) | Chief Accounting Officer and Goldmans Controller | |
| Ericka Leslie (1) | Chief Operating Officer of Global Banking & Markets and Global Head of Global Banking & Markets Operations and Engineering | |
| Kevin Sneader (4) | President of Asia Pacific Ex-Japan | |
| Jared Cohen (1) | Co-Head of the Goldman Sachs Global Institute and President of Global Affairs | |
| Carey Halio (1) | Global Treasurer of Goldman Sachs |
| (1) | 200 West Street, New York, NY 10282 |
| (2) | Peterborough Court, 133 Fleet Street, London EC4A 2BB, England |
| (3) | 12-32, Akasaka I-chome, Minato-Ku, Tokyo 107-6006, Japan |
| (4) | 68th Floor, Cheun Kong Center, 2 Queens Road Central, Hong Kong, China |
| (5) | Fox Plaza, Suite 2600, 2121 Avenue of the Stars, Los Angeles, CA 90067 |
| (6) | 2001 Ross Ave, Dallas, TX 75201 |
Item 33. Location of Accounts and Records
The Agreement and Declaration of Trust, Amended and Restated By-laws and minute books of the Registrant and certain investment adviser records are in the physical possession of Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282. All other accounts, books and other documents required to be maintained under Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are in the physical possession of State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, MA 02111, Bank of New York Mellon, One Wall Street, New York, New York 10286 and JP Morgan Chase Bank, N.A., 270 Park Avenue, New York, New York 10017, except for certain transfer agency records which are maintained by Goldman Sachs & Co. LLC, 71 South Wacker Drive, Chicago, Illinois 60606.
Item 34. Management Services
Not applicable
Item 35. Undertakings
Not applicable
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 930 under Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 930 to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City and State of New York on the 14th day of May, 2025.
| GOLDMAN SACHS TRUST | ||
| (A Delaware statutory trust) | ||
| By: | /s/ Robert Griffith | |
| Robert Griffith | ||
| Secretary | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to said Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
| Name |
Title |
Date | ||
| 1James A. McNamara |
President (Chief Executive Officer) and Trustee | May 14, 2025 | ||
| James A. McNamara | ||||
| 1Joseph F. DiMaria Joseph F. DiMaria |
Treasurer, Principal Financial Officer and Principal Accounting Officer | May 14, 2025 | ||
| 1Gregory G. Weaver |
Chair and Trustee | May 14, 2025 | ||
| Gregory G. Weaver | ||||
| 1Cheryl K. Beebe |
Trustee | May 14, 2025 | ||
| Cheryl K. Beebe | ||||
| 1Dwight L. Bush |
Trustee | May 14, 2025 | ||
| Dwight L. Bush | ||||
| 1Kathryn A. Cassidy |
Trustee | May 14, 2025 | ||
| Kathryn A. Cassidy | ||||
| 1John G. Chou |
Trustee | May 14, 2025 | ||
| John G. Chou | ||||
| 1Joaquin Delgado |
Trustee | May 14, 2025 | ||
| Joaquin Delgado | ||||
| 1Eileen H. Dowling |
Trustee | May 14, 2025 | ||
| Eileen H. Dowling | ||||
| 1Lawrence Hughes |
Trustee | May 14, 2025 | ||
| Lawrence Hughes | ||||
| 1John F. Killian |
Trustee | May 14, 2025 | ||
| John F. Killian | ||||
| 1Steven D. Krichmar |
Trustee | May 14, 2025 | ||
| Steven D. Krichmar | ||||
| 1Michael Latham |
Trustee | May 14, 2025 | ||
| Michael Latham | ||||
| 1Lawrence W. Stranghoener |
Trustee | May 14, 2025 | ||
| Lawrence W. Stranghoener | ||||
| By: | /s/ Robert Griffith | |
| Robert Griffith, | ||
| Attorney-In-Fact | ||
| 1 | Pursuant to powers of attorney previously filed. |
CERTIFICATE
The undersigned Secretary for Goldman Sachs Trust (the Trust) hereby certifies that the Board of Trustees of the Trust duly adopted the following resolution at a meeting of the Board held on June 11-12, 2024.
RESOLVED, that the Trustees and Officers of each Trust who may be required to execute any amendments to each Trusts Registration Statement be, and each hereby is, authorized to execute a power of attorney appointing James A. McNamara, Caroline L. Kraus, Joseph F. DiMaria, Robert Griffith and Shane Shannon, jointly and severally, their attorneys-in-fact, each with power of substitution, for said Trustees and Officers in any and all capacities to sign the Registration Statement under the Securities Act and the 1940 Act of each Trust and any and all amendments to such Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the SEC, the Trustees and Officers hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or may have caused to be done by virtue hereof.
Dated: May 14, 2025
| /s/ Robert Griffith |
| Robert Griffith, |
| Secretary |
|
1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com
DEVON ROBERSON
+1 202 261 3477 Direct +1 202 261 3333 Fax |
May 14, 2025
VIA EDGAR
Filing Desk
U.S. Securities and Exchange Commission
Office of Filings and Information Services
Branch of Registrations and Examinations
Mail Stop 0-25
100 F Street, NE
Washington, D.C. 20549
| Re: | Goldman Sachs Trust (Registrant) |
File Nos. 33-17619 and 811-05349
Post-Effective Amendment No. 930 to the Registration Statement on Form N-1A (the Amendment)
Ladies and Gentlemen:
Electronically transmitted for filing pursuant to Rule 485(b) under the Securities Act of 1933, as amended (1933 Act), is Post-Effective Amendment No. 930 to the Registrants registration statement on Form N-1A (Registration Statement) under the 1933 Act and Amendment No. 931 to the Registration Statement under the Investment Company Act of 1940, as amended. This filing is being made pursuant to Rule 485(b)(1)(iii) under the 1933 Act for the sole purpose of designating May 22, 2025 as the new effective date for the Registrants Post-Effective Amendment No. 923, which was filed on March 4, 2025.
The enclosed Post-Effective Amendment does not contain disclosures that would render it ineligible to become effective pursuant to Rule 485(b) under the 1933 Act. Please direct any questions concerning the filing to me at 202-261-3477.
| Very truly yours, |
| /s/ Devon Roberson |
| Devon Roberson |
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