Form 485BXT GOLDMAN SACHS VARIABLE

May 26, 2022 3:48 PM EDT

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As filed with the Securities and Exchange Commission on May 26, 2022

1933 Act Registration No. 333-35883

1940 Act Registration No. 811-08361

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

Form N-1A

REGISTRATION STATEMENT

UNDER

   THE SECURITIES ACT OF 1933  
   Post-Effective Amendment No. 90  

and/or

REGISTRATION STATEMENT

UNDER

   THE INVESTMENT COMPANY ACT OF 1940  
   Amendment No. 91  

(Check appropriate box or boxes)

 

 

GOLDMAN SACHS VARIABLE INSURANCE TRUST

(Exact name of registrant as specified in charter)

 

 

71 South Wacker Drive

Chicago, Illinois 60606

(Address of principal executive offices)

Registrant’s Telephone Number, including Area Code 312-655-4400

CAROLINE L. KRAUS, 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

 

 

It is proposed that this filing will become effective (check appropriate box)

 

Immediately upon filing pursuant to paragraph (b)

On June 24, 2022 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)

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:

Institutional and Service Shares of the Goldman Sachs Buffered S&P 500 Fund – January, Goldman Sachs Buffered S&P 500 Fund – April, Goldman Sachs Buffered S&P 500 Fund – July, and Goldman Sachs Buffered S&P 500 Fund – October.

 

 

 


Explanatory Note

Post-Effective Amendment No. 75 (the “Amendment”) to the Registration Statement of Goldman Sachs Variable Insurance Trust was filed pursuant to Rule 485(a) under the Securities Act of 1933 on August 20, 2021 to register Institutional and Service Shares of the Goldman Sachs Buffered S&P 500 Fund – January, Goldman Sachs Buffered S&P 500 Fund – April, Goldman Sachs Buffered S&P 500 Fund – July, and Goldman Sachs Buffered S&P 500 Fund – October. Pursuant to Rule 485(a), the Amendment would have become effective on November 3, 2021. Post-Effective Amendment No. 76 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating December 2, 2021 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 77 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating December 17, 2021 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 78 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating December 28, 2021 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 79 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating January 7, 2022 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 80 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating January 19, 2022 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 81 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating January 25, 2022 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 82 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating February 1, 2022 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 83 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating February 8, 2022 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 84 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating March 1, 2022 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 86 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating March 30, 2022 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 87 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating April 28, 2022 as date upon which the Amendment would have become effective. Post-Effective Amendment No. 88 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating May 27, 2022 as the date upon which the Amendment would have become effective. This Post-Effective Amendment No. 90 is being filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating June 24, 2022 as the new date upon which the Amendment shall become effective. This Post-Effective Amendment No. 90 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

(a)       (1)   Agreement and Declaration of Trust dated September 16, 1997 (incorporated by reference from the Registrant’s Initial Registration Statement, SEC File No. 333-35883, filed September 18, 1997)

 

  (2)

Amendment No.  1 dated October 21, 1997 to Agreement and Declaration of Trust (incorporated by reference from Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed December 23, 1997)

 

  (3)

Amendment No.  2 dated January 22, 1999 to Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 2 to the Registrant’s Registration Statement, SEC File No.  333-35883, filed February 26, 1999)

 

  (4)

Amendment No. 3 dated April 28, 1999 to Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 3 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed January 31, 2000)

 

  (5)

Amendment No. 4 dated February 3, 2000 to Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 4 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 13, 2000)

 

  (6)

Amendment No.  5 dated August 1, 2000 to Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 5 to the Registrant’s Registration Statement, SEC File No.  333-35883, filed April 13, 2001)

 

  (7)

Amendment No. 6 dated April 25, 2001 to Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 6 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 29, 2002)

 

  (8)

Amendment No. 7 dated August 1, 2002 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 7 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 15, 2003)

 

  (9)

Amendment No. 8 dated August 4, 2005 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 15 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 28, 2006)

 

  (10)

Amendment No. 9 dated August 4, 2005 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 15 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 28, 2006)

 

  (11)

Amendment No. 10 dated February 9, 2006 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 16 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed May 22, 2006)

 

  (12)

Amendment No. 11 dated March 16, 2006 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 16 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed May 22, 2006)

 

  (13)

Amendment No. 12 dated June 19, 2008 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 20 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 29, 2009)

 

  (14)

Amendment No. 13 dated December 17, 2009 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 21 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed February 3, 2010)


  (15)

Amendment No. 14 dated February 10, 2011 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 23 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 29, 2011)

 

  (16)

Amendment No. 15 dated July 25, 2011 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 25 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed December 2, 2011)

 

  (17)

Amendment No. 16 dated December 15, 2011 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 26 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed February 14, 2012)

 

  (18)

Amendment No. 17 dated December 13, 2012 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 32 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed February 13, 2013)

 

  (19)

Amendment No. 18 dated February 12, 2013 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 32 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed February 13, 2013)

 

  (20)

Amendment No. 19 dated September 19, 2013 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 35 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed September 24, 2013)

 

  (21)

Amendment No. 20 dated December 19, 2013 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 40 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed January 3, 2014)

 

  (22)

Amendment No. 21 dated February 11, 2014 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 48 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 7, 2014)

 

  (23)

Amendment No. 22 dated August 14, 2014 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 55 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed August 21, 2014)

 

  (24)

Amendment No. 23 dated October 16, 2014 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 58 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed February 5, 2015)

 

  (25)

Amendment No. 24 dated December 13, 2017 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 64 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed February 2, 2018)

 

  (26)

Amendment No. 25 dated June 14, 2018 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 68 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 30, 2019)

 

  (27)

Amendment No. 26 dated June 16, 2021 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 75 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed August 20, 2021)

 

  (28)

Amendment No. 27 dated October 13, 2021 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 85 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed February 16, 2022)

 

  (29)

Amendment No. 28 dated April 13, 2022 to the Agreement and Declaration of Trust (incorporated by reference from Post-Effective Amendment No. 89 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 29, 2022)

 

(b)

Amended and Restated By-Laws dated September 16, 2020 (incorporated by reference from Post-Effective Amendment No. 72 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed January 29, 2021)

 

(c)

Instruments defining the rights of holders of Registrant’s shares of beneficial interest (Article II, Section 10, Article IV, Section 4, Article V, Article VI, Article VII, Article IX, Section 7, Section 9, and Section  10 of the Registrant’s Agreement and Declaration of Trust incorporated herein by reference as Exhibit (a) and Article III of the Registrant’s Amended and Restated By-Laws, incorporated herein by reference as Exhibit (b))


(d)       (1)   Management Agreement among Registrant, Goldman Sachs Asset Management and Goldman Sachs Asset Management International (incorporated by reference from Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed December 23, 1997)

 

  (2)

Assumption Agreement dated April 26, 2003 between Goldman Sachs & Co. LLC (formerly, Goldman, Sachs & Co.) and Goldman Sachs Asset Management, L.P. (incorporated by reference from Post-Effective Amendment No. 8 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 15, 2004)

 

  (3)

Fee Reduction Commitment dated April 28, 2006 by Goldman Sachs Asset Management, L.P., Goldman Sachs Asset Management International and Registrant relating to the Growth and Income, Structured U.S. Equity, Capital Growth, Structured Small Cap Equity, Mid Cap Value and International Equity Funds (incorporated by reference from Post-Effective Amendment No. 19 to the Registrant’s Registration Statement, SEC. File No. 333-35883, filed April 28, 2008)

 

  (4)

Amended Annex A dated June 14, 2018 to Management Agreement among Registrant, Goldman Sachs Asset Management, L.P. and Goldman Sachs Asset Management International on behalf of the Large Cap Value, Mid Cap Value, Small Cap Equity Insights, U.S. Equity Insights, Strategic Growth, High Quality Floating Rate, Core Fixed Income, Growth Opportunities, Government Money Market, Global Trends Allocation and International Equity Insights Funds and Multi-Strategy Alternatives Portfolio (incorporated by reference from Post-Effective Amendment No. 68 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 30, 2019)

 

  (5)

Management Agreement dated August 5, 2005 between Registrant and Goldman Sachs Asset Management, L.P. on behalf of the Equity Index Fund (incorporated by reference from Post-Effective Amendment No. 18 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 30, 2007)

 

  (6)

Sub-Advisory Agreement dated January  6, 2006 between Goldman Sachs Asset Management, L.P. and SSgA Funds Management, Inc., on behalf of the Equity Index Fund (incorporated by reference from Post-Effective Amendment No. 15 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 28, 2006)

(e)       (1)   Amended and Restated Distribution Agreement between Registrant and Goldman Sachs  & Co. LLC (formerly, Goldman, Sachs & Co.) dated February 3, 2000 (incorporated by reference from Post-Effective Amendment No. 4 to the Registrant’s Registration Statement, SEC File No.  333-35883, filed April 13, 2000)

 

  (2)

Amended Exhibit A dated February 11, 2014 to the Amended and Restated Distribution Agreement dated February 3, 2000 between Registrant and Goldman Sachs & Co. LLC (formerly, Goldman, Sachs & Co.) (incorporated by reference from Post-Effective Amendment No. 48 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 7, 2014)

 

  (f)

Not Applicable.

(g)       (1)   Global Custody Agreement dated June  30, 2006 between Registrant and JPMorgan Chase Bank, N.A. (incorporated by reference from Post-Effective Amendment No. 18 to the Registrant’s Registration Statement, SEC File No.  333-35883, filed April 30, 2007)

 

  (2)

Custody Agreement dated April 5, 2011 among Registrant (on behalf of the Money Market Fund) and Goldman Sachs Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 23 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 29, 2011)

 

  (3)

Letter Amendment dated March 12, 2012 to the Custodian Agreement dated June 30, 2006 between Registrant and JPMorgan Chase Bank, N.A. (Global Trends Allocation (formerly, Global Markets Navigator Fund)) (incorporated by reference from Post-Effective Amendment No. 28 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 9, 2012)


  (4)

Letter Amendment dated March 28, 2014 to the Custodian Agreement dated June 30, 2006 between Registrant and JPMorgan Chase Bank, N.A. (Strategic Income Fund) (incorporated by reference from Post-Effective Amendment No. 48 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 7, 2014)

 

  (5)

Letter Amendment dated March 28, 2014 to the Custodian Agreement dated June 30, 2006 between Registrant and JPMorgan Chase Bank, N.A. (Multi-Strategy Alternatives Portfolio) (incorporated by reference from Post-Effective Amendment No. 49 to the Registrant’s Registration Statement, SEC. File No. 333-35883, filed April 8, 2014)

 

  (6)

Letter Amendment dated April 22, 2015 to the Custodian Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs ETF Trust and The Bank of New York Mellon (incorporated by reference from Pre-Effective Amendment No. 2 to Goldman Sachs ETF Trust’s registration statement, SEC File No. 333-200933, filed August 7, 2015)

 

  (7)

Letter Amendment dated October 20, 2015 to the Custodian Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs ETF Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 518 to Goldman Sachs Trust’s registration statement, SEC File No. 33-17619, filed January 15, 2016)

 

  (8)

Amendment dated January 6, 2016 to the Custodian Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs ETF Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 523 to Goldman Sachs Trust’s registration statement, SEC File No. 33-17619, filed January 29, 2016)

 

  (9)

Amendment dated March 1, 2016 to the Custodian Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs ETF Trust and The Bank of New York Mellon (Goldman Sachs Financial Square Tax-Exempt Money Market Fund and Goldman Sachs Investor Tax-Exempt Money Market Fund) (incorporated by reference from Post-Effective Amendment No. 559 to the Goldman Sachs Trust’s registration statement, SEC File No. 33-17619, filed May 20, 2016)

 

  (10)

Amendment dated June 13, 2016 to the Custodian Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs ETF Trust and The Bank of New York Mellon (Goldman Sachs Hedge Industry VIP ETF) (incorporated by reference from Post-Effective Amendment No. 93 to Goldman Sachs ETF Trust’s registration statement, SEC File No. 333-200933, filed December 22, 2017)

 

  (11)

Amendment dated August 29, 2016 to the Custodian Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs ETF Trust and The Bank of New York Mellon (Goldman Sachs TreasuryAccess 0-1 Year ETF) (incorporated by reference from Post-Effective Amendment No. 93 to Goldman Sachs ETF Trust’s registration statement, SEC File No. 333-200933, filed December 22, 2017)

 

  (12)

Amendment dated April 5, 2017 to the Custodian Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs ETF Trust and The Bank of New York Mellon (Goldman Sachs Access Emerging Markets Local Currency Bond ETF, Goldman Sachs Access High Yield Corporate Bond ETF and Goldman Sachs Access Investment Grade Corporate Bond ETF) (incorporated by reference from Post-Effective Amendment No. 93 to Goldman Sachs ETF Trust’s registration statement, SEC File No. 333-200933, filed December 22, 2017)

 

  (13)

Amendment dated May 10, 2017 to the Custodian Agreement dated April 5, 2011 between Registrant, Goldman Sachs Variable Insurance Trust, Goldman ETF Trust and The Bank of New York Mellon (Goldman Sachs Equal Weight U.S. Large Cap Equity ETF) (incorporated by reference from Post-Effective Amendment No. 93 to Goldman Sachs ETF Trust’s registration statement, SEC File No. 333-200933, filed December 22, 2017)

(h)       (1)   Amended and Restated Transfer Agency Agreement dated August 9, 2007 between Registrant and Goldman Sachs  & Co. LLC (formerly, Goldman, Sachs & Co.) (incorporated by reference from Post-Effective Amendment No. 19 to the Registrant’s Registration Statement, SEC. File No.  333-35883, filed April 28, 2008)

 

  (2)

Amended and Restated Transfer Agency Agreement Fee Schedule dated April 14, 2011 to the Amended and Restated Transfer Agency Agreement dated August 9, 2007 between Registrant and Goldman Sachs & Co. LLC (formerly, Goldman, Sachs & Co.) (incorporated by reference from Post-Effective Amendment No. 23 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 29, 2011)


  (3)

Form of Participation Agreement (incorporated by reference from Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed December 23, 1997)

 

  (4)

Mutual Funds Service Agreement dated June 30, 2006 between Registrant and J.P. Morgan Investor Services Co. (incorporated by reference from Post-Effective Amendment No. 18 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 30, 2007)

 

  (5)

Fund Administration and Accounting Agreement dated April 5, 2011 between the Registrant (on behalf of the Money Market Fund) and Goldman Sachs Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 23 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 29, 2011)

 

  (6)

Letter Amendment dated October 20, 2015 to the Fund Administration and Accounting Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs ETF Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 3 to the Goldman Sachs ETF Trust’s registration statement, SEC File No. 333-200933, filed February 8, 2016)

 

  (7)

Amendment dated January 6, 2016 to the Fund Administration and Accounting Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs ETF Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 523 to the Goldman Sachs Trust’s registration statement, SEC File No. 33-17619, filed January 29, 2016)

 

  (8)

Amendment dated March 1, 2016 to the Fund Administration and Accounting Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs ETF Trust and The Bank of New York Mellon (Goldman Sachs Financial Square Tax-Exempt Money Market Fund and Goldman Sachs Investor Tax-Exempt Money Market Fund) (incorporated by reference from Post-Effective Amendment No. 559 to the Goldman Sachs Trust’s registration statement, SEC File No. 33-17619, filed May 20, 2016)

 

  (i)

Opinion and Consent of Dechert LLP (to be filed by amendment)

 

  (j)

Not Applicable.

 

  (k)

Not Applicable.

 

  (l)

Purchase Agreement between Registrant and The Goldman Sachs Group, L.P. dated December 12, 1997 (incorporated by reference from Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed December 23, 1997)

 

(m)        (1)

Service Class Distribution and Service Plan dated August 4, 2005 (incorporated by reference from Post-Effective Amendment No. 15 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 28, 2006)

 

  (2)

Advisor Shares Distribution and Service Plan dated February 11, 2014 (incorporated by reference from Post-Effective Amendment No. 48 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 7, 2014)

 

  (n)

Plan in Accordance with Rule 18f-3, amended and restated as of February 11, 2014 (incorporated by reference from Post-Effective Amendment No. 48 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 7, 2014)

 

  (o)

Not Applicable.

 

(p)        (1)

Code of Ethics – The Registrant, Goldman Sachs Trust, Goldman Sachs Trust II, Goldman Sachs ETF Trust, Goldman Sachs BDC, Inc., Goldman Sachs Private Middle Market Credit LLC, Goldman Sachs MLP & Energy Renaissance Fund and Goldman Sachs MLP Income Opportunities Fund, dated December 11, 2017 (incorporated by reference from Post-Effective Amendment No. 64 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed February 2, 2018)


  (2)

Code of Ethics – Goldman Sachs & Co. LLC, Goldman Sachs Asset Management L.P. and Goldman Sachs Asset Management International, dated January 23, 1991, as amended August 29, 2019 (incorporated by reference from Post-Effective Amendment No. 70 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 29, 2020)

 

  (3)

Code of Ethics – SSgA Funds Management, Inc. (sub-adviser to Goldman Sachs Equity Index Fund) dated March 31, 2022 (incorporated by reference from Post-Effective Amendment No. 89 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 29, 2022)

(q)       (1)   Powers of Attorney for James A. McNamara, Joseph F. DiMaria, Jessica Palmer, Dwight L. Bush, Kathryn A. Cassidy, Diana M. Daniels, Joaquin Delgado, Roy W. Templin and Gregory G. Weaver (incorporated by reference from Post-Effective Amendment No. 75 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed August 20, 2021)

 

  (2)

Power of Attorney for Eileen H. Dowling (incorporated by reference from Post-Effective Amendment No. 76 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed November 2, 2021)

 

  (3)

Powers of Attorney for John G. Chou and Paul C. Wirth (incorporated by reference from Post-Effective Amendment No. 88 to the Registrant’s Registration Statement, SEC File No. 333-35883, filed April 27, 2022)

 

Item 29.

Persons Controlled By or Under Common Control with Registrant

Not applicable.

 

Item 30.

Indemnification

Article IV of the Agreement and Declaration of Trust of Goldman Sachs Variable Insurance Trust, a Delaware business trust (incorporated herein by reference as Exhibit (a) hereto), provides for indemnification of the Trustees and officers of the Trust, subject to certain limitations.

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 and duties under the Management Agreements. The Management Agreements are incorporated herein by reference as Exhibits (d)(1) and (d)(5) .

Section 8 of the Sub-Advisory Agreement between Goldman Sachs Asset Management, L.P. (the “Investment Adviser”) and SSgA Funds Management, Inc. (the “Sub-Adviser”) with respect to the Goldman Sachs Equity Index 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 or mistake of law 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, or gross negligence 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; or (c) as a result of the failure of the Sub-Adviser to execute portfolio transactions according to the requirements of applicable law. The Sub-Advisory Agreement is incorporated by reference as Exhibit (d)(6) .

Section 9 of the Amended and Restated Distribution Agreement between the Registrant and Goldman Sachs & Co. LLC (incorporated herein by reference as Exhibit (e)(1)) and Section 7 of the Amended and Restated Transfer Agency Agreement between the Registrant and Goldman Sachs & Co. LLC (incorporated herein by reference as Exhibit (h)(1)) provide that the Registrant will indemnify Goldman Sachs & Co. LLC against certain liabilities.

Mutual fund and Trustees and officers liability policies purchased jointly by the Registrant and Goldman Sachs Trust 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 Adviser.

Goldman Sachs Asset Management, L.P. (“GSAM LP”) and Goldman Sachs Asset Management International (“GSAMI”) are wholly-owned subsidiaries of the Goldman Sachs Group, Inc. and serve as investment advisers to the Registrant. GSAM LP and GSAMI are engaged in the investment advisory business. GSAM LP and GSAMI are part of The Goldman Sachs Group, Inc., a public company that is a bank holding company, financial holding company and a world-wide, full-service financial services organization. The Goldman Sachs Group, Inc. 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.

SSgA Funds Management, Inc. (“SSgA”) serves as sub-adviser to Goldman Sachs Equity Index Fund. SSgA is primarily engaged in the investment management business. Information about the officers and directors of SSgA is included in its Form ADV filed with the Commission (registration number 801-60103) 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 and Goldman Sachs Trust II. 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 Registrant’s 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)    Chief Executive Officer of Goldman Sachs International
Masanori Mochida (4)    President and Representative Director of Goldman Sachs Japan Co., Ltd.
Timothy J. O’Neill (1)    Senior Counselor
John F.W. Rogers (1)    Executive Vice President, Chief of Staff, Secretary to Board of Directors
Alison J. Mass (1)    Chairman of the Investment Banking Division
Ashok Varadhan (1)    Global Co-Head of Global Markets Division
Marc Nachmann (2)    Global Co-Head of Global Markets Division
George Lee (8)    Co-Chief Information Officer
James P. Esposito (3)    Global Co-Head of the Investment Banking Division
Todd Leland (6)    Co-President of Asia Pacific Ex-Japan and Head of the Investment Banking Division
Laurence Stein (1)    Executive Vice President and Chief Operating Officer of Goldman Sachs Asset Management
Julian C. Salisbury (1)    Global Co-Head of Goldman Sachs Asset Management
Luke Sarsfield (1)    Global Co-Head of Goldman Sachs Asset Management
Beth Hammack (1)    Co-Head of the Global Financing Group within the Investment Management Division
Jacqueline Arthur (1)    Secretary
Dan Dees (7)    Co-Head of the Investment Banking Division
Brian J. Lee (1)    Chief Risk Officer
Dina Powell McCormick (1)    Global Head of sustainability and inclusive growth
Stephanie E. Cohen (1)    Global Co-Head of Consumer and Wealth Management
Asahi Pompey (1)    Global Head of Corporate Engagement and President of the Goldman Sachs Foundation
Marco Argenti (1)    Co-Chief Information Officer


Bentley de Beyer (1)    Global Head of Human Capital Management
Russ Hutchinson (1)    Goldman Sachs’ Chief Strategy Officer and an Ex Officio member of the Management Committee
Kathryn Ruemmler (1)    Executive Vice President, Chief Legal Officer and General Counsel
Tucker York (1)    Global Co-Head of Consumer and Wealth Management
Philip Berlinski (1)    Global Treasurer of Goldman Sachs and Chief Executive Officer of Goldman Sachs Bank USA
Jan Hatzius (1)    Head of the Global Investment Research Division and Chief Economist of Goldman Sachs
Sheara J. Fredman (1)    Chief Accounting Officer and Goldman’s Controller
Ericka Leslie (1)    Chief Administrative Officer of Goldman Sachs
Kevin Sneader (6)    Co-President of Asia Pacific Ex-Japan

 

(1)

200 West Street, New York, NY 10282

(2)

Peterborough Court, 133 Fleet Street, London EC4A 2BB, England

(3)

River Court, 120 Fleet Street, London EC4A 2QQ, England

(4)

12-32, Akasaka I-chome, Minato-Ku, Tokyo 107-6006, Japan

(5)

7 Finance Street, Xicheng District, Beijing, China 100033

(6)

68th Floor, Cheung Kong Center, 2 Queens Road Central, Hong Kong, China

(7)

Fox Plaza, Suite 2600, 2121 Avenue of the Stars, Los Angeles, CA 90067

(8)

555 California Street, 45th Floor, San Francisco, CA 94104

(c) Not Applicable.

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, LP, 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 The 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 the requirements for effectiveness of this Post-Effective Amendment No. 90 under Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 90 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 26th day of May, 2022.

 

GOLDMAN SACHS VARIABLE INSURANCE TRUST
By:   /s/ Caroline L. Kraus
  Caroline L. Kraus,
  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

James A. McNamara

  President (Chief Executive Officer) and Trustee  

May 26, 2022

1Joseph F. DiMaria

Joseph F. DiMaria

 

Treasurer, Principal Financial Officer

and Principal Accounting Officer

 

May 26, 2022

1Jessica Palmer

Jessica Palmer

  Chair and Trustee  

May 26, 2022

1Dwight L. Bush

Dwight L. Bush

  Trustee  

May 26, 2022

1Kathryn A. Cassidy

Kathryn A. Cassidy

  Trustee  

May 26, 2022

1John G. Chou

John G. Chou

  Trustee  

May 26, 2022

1Diana M. Daniels

Diana M. Daniels

  Trustee  

May 26, 2022

1Joaquin Delgado

Joaquin Delgado

  Trustee  

May 26, 2022

1Eileen H. Dowling

Eileen H. Dowling

  Trustee  

May 26, 2022

1Roy W. Templin

Roy W. Templin

  Trustee  

May 26, 2022

1Gregory G. Weaver

Gregory G. Weaver

  Trustee  

May 26, 2022

1Paul C. Wirth

Paul C. Wirth

  Trustee  

May 26, 2022

 

By:   /s/ Caroline L. Kraus
  Caroline L. Kraus,
  Attorney-In-Fact

 

1 

Pursuant to powers of attorney previously filed.


CERTIFICATE

The undersigned Secretary for Goldman Sachs Variable Insurance 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 15-16, 2021 (with respect to Jessica Palmer, Dwight L. Bush, Kathryn A. Cassidy, Diana M. Daniels, Joaquin Delgado, Roy W. Templin, and Gregory G. Weaver), on October 12-13, 2021 (with respect to Eileen H. Dowling), and on April 13, 2022 (with respect to John G. Chou and Paul C. Wirth).

RESOLVED, that the Trustees and Officers of the Trust who may be required to execute any amendments to the Trust’s Registration Statement be, and each hereby is, authorized to execute a power of attorney appointing James A. McNamara and Caroline L. Kraus, jointly and severally, his or her true and lawful attorneys-in-fact and agents, each with power of substitution, for said Trustees and Officers in any and all capacities to sign the Registration Statement under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, of the 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 U.S. Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue thereof.

Dated: May 26, 2022

 

/s/ Caroline L. Kraus
Caroline L. Kraus,
Secretary


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