Exhibit 99.(12)
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[January 20], 2023
Board of Trustees
Goldman Sachs ETF Trust
Goldman Sachs Defensive Equity ETF
71 South Wacker Drive,
Chicago, Illinois 60606
Board of Trustees
Goldman Sachs Trust
Goldman Sachs Defensive Equity Fund
71 South Wacker Drive,
Chicago, Illinois 60606
Dear Ladies and Gentlemen:
You have requested our opinion regarding certain federal income tax consequences to Goldman Sachs Defensive Equity Fund (the “Acquired Fund”), a separate series of Goldman Sachs Trust, a Delaware statutory trust (the “Acquired Fund Trust”), and to Goldman Sachs Defensive Equity ETF (the “Acquiring Fund”), a separate series of the Goldman Sachs ETF Trust, a Delaware statutory trust (the “Acquiring Fund Trust”), and to the relevant holders (the “Acquired Fund Shareholders”) of shares of beneficial interest in the Acquired Fund (the “Acquired Fund Shares”), in connection with the transfer of all of the assets, as defined in the Agreement and Plan of Reorganization (the “Plan”) dated as of [•], 2022, executed by the Acquiring Fund Trust on behalf of the Acquiring Fund and by the Acquired Fund Trust on behalf of the Acquired Fund, of the Acquired Fund (the “Assets”) to the Acquiring Fund in exchange solely for shares of beneficial interest of the Acquiring Fund (the “Acquiring Fund Shares”) and the assumption of the Acquired Fund’s liabilities as defined in the Plan (the “Liabilities”) by the Acquiring Fund, followed by the distribution of the Acquiring Fund Shares received by the Acquired Fund in complete liquidation and termination of the Acquired Fund (the “Reorganization”), all pursuant to the Plan.
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For purposes of this opinion, we have examined and relied upon (1) the Plan, (2) the Registration Statement filed on Form N-14 in connection with the Reorganization, (3) facts and representations contained in the letter dated on or about the date hereof addressed to us from the Acquiring Fund Trust on behalf of the Acquiring Fund, (4) the facts and representations contained in the letter dated on or about the date hereof addressed to us from the Acquired Fund Trust on behalf of the Acquired Fund, and (5) such other documents and instruments as we have deemed necessary or appropriate for purposes of rendering this opinion.
This opinion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), United States Treasury Regulations, judicial decisions, and administrative rulings and pronouncements of the Internal Revenue Service, all as in effect on the date hereof. This opinion is conditioned upon the Reorganization taking place in the manner described in the Plan.
Based upon the foregoing, it is our opinion that for federal income tax purposes, with respect to the Acquired Fund and the Acquiring Fund:
1. | The acquisition by the Acquiring Fund of all of the properties of the Acquired Fund in exchange solely for Acquiring Fund Shares and the assumption of all Liabilities of the Acquired Fund by the Acquiring Fund followed by the distribution of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Shares in complete liquidation and termination of the Acquired Fund will constitute a tax-free reorganization under Section 368(a) of the Code. The Acquiring Fund and Acquired Fund each will be “a party to a reorganization” within the meaning of Section 368(b) of the Code. |
2. | The Acquired Fund will not recognize gain or loss upon the transfer of the Assets of the Acquired Fund to Acquiring Fund in exchange solely for the assumption of all the Acquired Fund’s Liabilities and the Acquiring Fund Shares, except that the Acquired Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code. |
Dechert LLP
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3. | The Acquired Fund will not recognize gain or loss upon the distribution to its Shareholders of the Acquiring Fund Shares received by the Acquired Fund in the Reorganization. |
4. | The Acquiring Fund will recognize no gain or loss upon receiving the Assets of the Acquired Fund in exchange solely for the assumption of all Liabilities of the Acquired Fund and the issuance of the Acquiring Fund Shares. |
5. | The Acquired Fund Shareholders will recognize no gain or loss upon receiving Acquiring Fund Shares solely in exchange for their Shares (except with respect to cash received in lieu of fractional shares). |
6. | The aggregate basis of the Acquiring Fund Shares received by the Acquired Fund Shareholder in the Reorganization will be the same as the aggregate basis of the Acquired Fund Shares exchanged in the Reorganization (reduced by any amount of tax basis allocable to fractional shares for which cash is received). |
7. | The Acquired Fund Shareholder’s holding period for the Acquiring Fund Shares received by the Shareholder in the Reorganization will include the holding period during which the Shareholder held Shares of the Acquired Fund surrendered in exchange therefor, provided that the Shareholder held the shares as a capital asset on the date of Reorganization. |
8. | The tax basis of the Assets of the Acquired Fund acquired by the Acquiring Fund will be the same as the tax basis of such Assets to the Acquired Fund immediately prior to the Reorganization. |
9. | The holding period of the Assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those Assets were held by the Acquired Fund. |
Dechert LLP
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10. | The Acquired Fund’s tax attributes enumerated in Section 381(c) of the Code will be taken into account by the Acquiring Fund without limitation. |
We express no opinion as to the federal income tax consequences of the Reorganization except as expressly set forth above, or as to any transaction except those consummated in accordance with the Plan. Without limiting the foregoing, we express no opinion as to the federal income tax consequences of the Reorganization to the Acquired Fund with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.
Very truly yours,
Dechert LLP