Form 485BXT GOLDMAN SACHS VARIABLE
As filed with the Securities and Exchange Commission on September 29, 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. 93 | ☑ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☑ | |||
Amendment No. 94 | ☑ |
(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)
Registrants 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 October 5, 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 Jan/Jul, Goldman Sachs Buffered S&P 500 Fund Mar/Sep, and Goldman Sachs Buffered S&P 500 Fund May/Nov
Explanatory Note
Post-Effective Amendment No. 91 (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 June 23, 2022 to register Institutional and Service Shares of the Goldman Sachs Buffered S&P 500 Fund Jan/Jul, Goldman Sachs Buffered S&P 500 Fund Mar/Sep, and Goldman Sachs Buffered S&P 500 Fund May/Nov. Pursuant to Rule 485(a), the Amendment would have become effective on September 6, 2022. Post-Effective Amendment No. 92 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating September 30, 2022 as the date upon which the Amendment would have become effective. This Post-Effective Amendment No. 93 is being filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating October 5, 2022 as the new date upon which the Amendment shall become effective. This Post-Effective Amendment No. 93 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) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
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(9) |
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(23) |
(24) |
(25) |
(26) |
(27) |
(28) |
(29) |
(30) |
(b) |
(c) | Instruments defining the rights of holders of Registrants 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 Registrants Agreement and Declaration of Trust incorporated herein by reference as Exhibit (a) and Article III of the Registrants Amended and Restated By-Laws, incorporated herein by reference as Exhibit (b)) |
(d) (1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(e) (1) |
(2) |
(f) | Not Applicable. |
(g) (1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
(9) |
(10) |
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(13) |
(h) (1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
(i) | Opinion and Consent of Dechert LLP (to be filed by amendment) |
(j) | Not Applicable. |
(k) | Not Applicable. |
(l) |
(m) (1) |
(2) |
(n) |
(o) | Not Applicable. |
(p) (1) |
(2) |
(3) |
(q) |
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 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 |
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. ONeill (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 Goldmans 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. 93 under Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 93 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 29th day of September, 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 | September 29, 2022 | ||||
1Joseph F. DiMaria Joseph F. DiMaria |
Treasurer, Principal Financial Officer and Principal Accounting Officer |
September 29, 2022 | ||||
1Jessica Palmer Jessica Palmer |
Chair and Trustee | September 29, 2022 | ||||
1Dwight L. Bush Dwight L. Bush |
Trustee | September 29, 2022 | ||||
1Kathryn A. Cassidy Kathryn A. Cassidy |
Trustee | September 29, 2022 | ||||
1John G. Chou John G. Chou |
Trustee | September 29, 2022 | ||||
1Diana M. Daniels Diana M. Daniels |
Trustee | September 29, 2022 | ||||
1Joaquin Delgado Joaquin Delgado |
Trustee | September 29, 2022 | ||||
1Eileen H. Dowling Eileen H. Dowling |
Trustee | September 29, 2022 | ||||
1Gregory G. Weaver Gregory G. Weaver |
Trustee | September 29, 2022 | ||||
1Paul C. Wirth Paul C. Wirth |
Trustee | September 29, 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 14-15, 2022.
RESOLVED, that the Trustees and Officers of the Trust hereby constitute and appoint James A. McNamara and Caroline L. Kraus, jointly and severally, and each of them, his or her true and lawful attorneys-in-fact and agents, each with power and authority of substitution and resubstitution, 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 instruments or documents in connection therewith, with the SEC, 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 hereof.
Dated: September 29, 2022
/s/ Caroline L. Kraus |
Caroline L. Kraus, |
Secretary |
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