As filed with the Securities and Exchange Commission on April 30, 2013
1933 Act Registration No. 333-185659
1940 Act Registration No. 811-22781
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
| THE SECURITIES ACT OF 1933 | x | |||
| Pre-Effective Amendment No. | ||||
| Post-Effective Amendment No. 1 | x | |||
| and/or |
REGISTRATION STATEMENT
UNDER
| THE INVESTMENT COMPANY ACT OF 1940 | x | |||
| Amendment No. 3 | x |
(Check appropriate box or boxes)
GOLDMAN SACHS TRUST II
(Exact Name of Registrant as Specified in Charter)
200 West Street
New York, New York 10282
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including Area Code: (212) 902-1000
CAROLINE KRAUS, ESQ.
Goldman, Sachs & Co.
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
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 consists of the following:
1. Facing Sheet of the Registration Statement.
2. Part C to the Registration Statement (including signature page)
| 3. | Exhibit d(1) to Item 28 to the Registration Statement |
This Post-Effective Amendment is being filed solely to file the updated Management Agreement of the Trust (exhibit d(1) of this Registration Statement on Form N-1A (the “Registration Statement”)).
Parts A and B of the amended Registration Statement filed on April 24, 2013, as amended or supplemented to date pursuant to Rule 497 under the Securities Act of 1933, as amended, are incorporated by reference herein.
PART C: OTHER INFORMATION
Item 28. Exhibits
| (a) | Amended and Restated Agreement and Declaration of Trust dated April 16, 20131/ |
| (b) | Amended and Restated By-laws dated April 16, 20131/ |
| (c) | Instruments defining the rights of holders of Registrant’s shares of beneficial interest: Article III, Sections 3.1, 3.2 and 3.6, Article V, Article VI, Article VII, Section 7.7, Article VIII Sections 8.4 and 8.9 of the Registrant’s Amended and Restated Declaration of Trust, incorporated herein by reference as Exhibit (a); and Article II of the Registrant’s Amended and Restated By-Laws, incorporated by reference to Exhibit (b) herein1/ |
| (d) | (1) Management Agreement dated April 16, 2013 between Registrant, on behalf of Goldman Sachs Multi-Manager Alternatives Fund, and Goldman Sachs Asset Management, L.P., filed herewith |
(2) Form of Sub-Advisory Agreement between Goldman Sachs Asset Management, L.P. and the Sub-adviser1/
| (e) | (1) Distribution Agreement between Registrant and Goldman, Sachs & Co., dated April 16, 20131/ |
(2) Exhibit A dated April 16, 2013 to the Distribution Agreement dated April 16, 20131/
| (f) | Not applicable |
| (g) | (1) Custodian Contract between Goldman Sachs Trust and State Street Bank and Trust Company2/ |
(2) Fee schedule dated January 6, 2000 relating to Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (High Yield Municipal Fund)3/
(3) Fee schedule dated April 14, 2000 relating to Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Enhanced Income Fund)4/
(4) Letter Agreement dated September 27, 1999 between Goldman Sachs Trust and State Street Bank and Trust Company relating to Custodian Contract dated July 15, 19913/
(5) Amendment dated July 2, 2001 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company5/
(6) Amendment dated August 1, 2001 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company6/
(7) Letter Amendment dated August 26, 2003 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs Emerging Markets Debt Fund)7/
(8) Letter Amendment dated October 28, 2003 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs U.S. Mortgages Fund)7/
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(9) Letter Amendment dated March 14, 2007 to Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs Satellite Strategies Portfolio)7/
(10) Letter Amendment dated May 2, 2007 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs Structured Small Cap Growth Fund and Goldman Sachs Structured Small Cap Value Fund)7/
(11) Letter Amendment dated August 10, 2007 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs Inflation Protected Securities Fund)7/
(12) Letter Amendment dated October 4, 2007 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs Local Emerging Markets Debt Fund)7/
(13) Letter Amendment dated November 19, 2009 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs U.S. Equity Fund)8/
(14) Letter Amendment dated August 11, 2009 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs Technology Tollkeeper Fund (formerly Tollkeeper Fund ))9/
(15) Letter Amendment dated June 30, 2010 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs Strategic Income Fund)10/
(16) Letter Amendment dated February 14, 2011 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs High Yield Floating Rate Fund)11/
(17) Letter Amendment dated March 1, 2011 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs India Equity Fund and Goldman Sachs China Equity Fund)11/
(18) Letter Amendment dated January 9, 2012 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs Focused Growth Fund)12/
(19) Letter Amendment dated January 30, 2012 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs Rising Dividend Growth Fund)13/
(20) Letter Amendment dated February 2, 2012 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs Short Duration Income Fund)14/
(21) Letter Amendment dated March 22, 2012 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs Retirement Portfolio Completion Fund)15/
(22) Letter Amendment dated October 25, 2012 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs World Bond Fund)16/
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(23) Letter Amendment dated March 6, 2013 to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company (Goldman Sachs MLP Energy Infrastructure Fund)17/
(24) Letter Agreement Amendment to the Custodian Contract dated July 15, 1991 between Goldman Sachs Trust and State Street Bank and Trust Company1/
| (h) | (1) Transfer Agency Agreement dated April 16, 2013 between Registrant and Goldman, Sachs & Co.1/ |
(2) Transfer Agency Agreement Fee Schedule dated April 16, 2013, to the Transfer Agency Agreement dated April 16, 2013 between Registrant and Goldman, Sachs & Co.1/
(3) Administration Agreement between Registrant and State Street Bank and Trust Company
| (i) | Opinion and Consent of Dechert LLP1/ |
| (j) | Not applicable |
| (k) | Not applicable |
| (l) | Subscription Letter related to Initial Capital provided by Goldman Sachs Group, Inc.1/ |
| (m) | (1) Class A Shares Distribution and Service Plan dated as of April 16, 20131/ |
| (2) | Class C Shares Distribution and Service Plan dated as of April 16, 20131/ |
| (3) | Class R Shares Distribution and Service Plan dated as of April 16, 20131/ |
| (n) | Plan in Accordance with Rule 18f-3 dated as of April 16, 20131/ |
| (p) | (1) Code of Ethics — Goldman Sachs Trust II, dated April 16, 20131/ |
| (2) | Code of Ethics – Goldman, Sachs & Co., Goldman Sachs Asset Management, L.P., and Goldman Sachs Asset Management International, dated February 6, 20121/ |
| (3) | Code of Ethics of Ares Capital Management II LLC1/ |
| (4) | Code of Ethics of Brigade Capital Management, LLC1/ |
| (5) | Code of Ethics of GAM International Management Limited1/ |
| (6) | Code of Ethics of Karsch Capital Management, LP1/ |
| (7) | Code of Ethics of Lateef Investment Management, L.P.1/ |
| (q) | (1) Powers of Attorney for James A. McNamara, George F. Travers, Ashok N. Bakhru, John P. Coblentz, Jr., and Richard P. Strubel,18/ |
| 1/ | Incorporated by reference from Pre-Effective Amendment No. 1 to the Registrant’s registration statement, SEC File |
| No. 333-185659, filed April 19, 2013. |
| 2/ | Incorporated by reference from Post-Effective Amendment No. 26 to Goldman Sachs Trusts’ registration statement, SEC File No. 33-17619, filed December 29, 1995. |
| 3/ | Incorporated by reference from Post-Effective Amendment No. 62 to Goldman Sachs Trusts’ registration statement, SEC File No. 33-17619, filed February 23, 2000. |
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| 4/ | Incorporated by reference from Post-Effective Amendment No. 65 to Goldman Sachs Trusts’ registration statement, SEC File No. 33-17619, filed May 3, 2000. |
| 5/ | Incorporated by reference from Post-Effective Amendment No. 73 to Goldman Sachs Trusts’ registration statement, SEC File No. 33-17619, filed December 21, 2001. |
| 6/ | Incorporated by reference from Post-Effective Amendment No. 75 to Goldman Sachs Trusts’ registration statement, SEC File No. 33-17619, filed April 15, 2002. |
| 7/ | Incorporated by reference from Post-Effective Amendment No. 218 to Goldman Sachs Trusts’ registration statement, SEC File No. 33-17619, filed April 30, 2009. |
| 8/ | Incorporated by reference from Post-Effective Amendment No. 226 to Goldman Sachs Trusts’ registration statement, SEC File No. 33-17619, filed November 24, 2009. |
| 9/ | Incorporated by reference from Post-Effective Amendment No. 229 to Goldman Sachs Trusts’ registration statement, SEC File No. 33-17619, filed December 24, 2009. |
| 10/ | Incorporated by reference from Post-Effective Amendment No. 249 to Goldman Sachs Trusts’ registration statement, SEC File No. 33-17619, filed June 30, 2010. |
| 11/ | Incorporated by reference from Post-Effective Amendment No. 277 to Goldman Sachs Trusts’ registration statement, SEC File No. 33-17619, filed April 5, 2011. |
| 12/ | Incorporated by reference from Post-Effective Amendment No. 304 to Goldman Sachs Trusts’ registration statement, SEC File No. 33-17619, filed January 25, 2012. |
| 13/ | Incorporated by reference from Post-Effective Amendment No. 311 to Goldman Sachs Trusts’ registration statement, SEC File No. 33-17619, filed February 27, 2012. |
| 14/ | Incorporated by reference from Post-Effective Amendment No. 313 to Goldman Sachs Trusts’ registration statement, SEC File No. 33-17619, filed February 28, 2012. |
| 15/ | Incorporated by reference from Post-Effective Amendment No. 333 to Goldman Sachs Trusts’ registration statement, SEC File No. 33-17619, filed September 24, 2012. |
| 16/ | Incorporated by reference from Post-Effective Amendment No. 338 to Goldman Sachs Trusts’ registration statement, SEC File No. 33-17619, filed December 21, 2012. |
| 17/ | Incorporated by reference from Post-Effective Amendment No. 353 to Goldman Sachs Trust’s registration statement, SEC File No. 33-17619, filed March 25, 2013. |
| 18/ | Incorporated by reference from the Registrant’s Registration Statement on Form N-1A, SEC file No. 333-185659, filed December 21, 2012. |
Item 29. Persons Controlled by or Under Common Control with the Fund
Not applicable.
Item 30. Indemnification
Article VII, Section 7.5 of the Amended and Restated Declaration of the Registrant, a Delaware statutory trust, provides for indemnification of the Trustees, officers and employees of the Registrant by the Registrant, subject to certain limitations. The Declaration of Trust is incorporated by reference to Exhibit (a).
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Section 9 of the Distribution Agreement between the Registrant and Goldman, Sachs & Co. dated April 16, 2013, and Section 7 of the Transfer Agency Agreement between the Registrant and Goldman, Sachs & Co. dated April 16, 2013, provide that the Registrant will indemnify Goldman, Sachs & Co. against certain liabilities, subject to certain conditions. Copies of the Distribution Agreement and the Transfer Agency Agreement are incorporated by reference as Exhibits (e)(1) and (h)(1), respectively, to the Registrant’s Registration Statement.
Mutual fund and trustees and officers liability policies purchased jointly by the Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust, Goldman Sachs Credit Strategies Fund and Goldman Sachs BDC, Inc. 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”) is a wholly-owned subsidiary of the Goldman Sachs Group, Inc. and serves as investment advisers to the Registrant. GSAM is engaged in the investment advisory business. GSAM is 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 is included in their Form ADV filed with the Commission (registration number 801-37591) and is incorporated herein by reference.
Ares Capital Management II LLC (“Ares”) serves as sub-adviser to Goldman Sachs Multi-Manager Alternatives Fund. Ares is primarily engaged in the investment management business. Information about the officers and mmbers of Ares is included in its Form ADV filed with the Commission (registration number 801-72399) and is incorporated herein by reference.
Brigade Capital Management, LLC (“Brigade”) serves as sub-adviser to Goldman Sachs Multi-Manager Alternatives Fund. Brigade is primarily engaged in the investment management business. Information about the officers and members of Brigade is included in its Form ADV filed with the Commission (registration number 801-69965) and is incorporated herein by reference.
GAM International Management Limited (“GAM”) serves as sub-adviser to Goldman Sachs Multi-Manager Alternatives Fund. GAM is primarily engaged in the investment management business. Information about the officers and members of GAM is included in its Form ADV filed with the Commission (registration number 801-22307) and is incorporated herein by reference.
Karsch Capital Management, LP (“Karsch”) serves as sub-adviser to Goldman Sachs Multi-Manager Alternatives Fund. Karsch is primarily engaged in the investment management business. Information about the officers and general partner of Karsch is included in its Form ADV filed with the Commission (registration number 801-64318) and is incorporated herein by reference.
Lateef Investment Management, L.P. (“Lateef”) serves as sub-adviser to Goldman Sachs Multi-Manager Alternatives Fund. Lateef is primarily engaged in the investment management business. Information about the officers and partners of Lateef is included in its Form ADV filed with the Commission (registration number 801-9747) and is incorporated herein by reference.
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Item 32. Principal Underwriters
| (a) | Goldman, Sachs & Co. or an affiliate or a division thereof currently serves as distributor for shares of the Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and Goldman Sachs Credit Strategies Fund. Goldman, Sachs & Co., 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., 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. | |
| Lloyd C. Blankfein (1) | Chairman and Chief Executive Officer | |
| Alan M. Cohen (1) | Global Head of Compliance, Managing Director | |
| Gary D. Cohn (1) | Managing Director | |
| Christopher A. Cole (1) | Managing Director | |
| Edith Cooper (1) | Managing Director | |
| Gordon E. Dyal (1)(2) | Managing Director | |
| Isabelle Ealet (3) | Managing Director | |
| J. Michael Evans (1)(4) | Managing Director | |
| Richard A. Friedman (1) | Managing Director | |
| Richard J. Gnodde (2) | Managing Director | |
| Gwen R. Libstag (1) | Managing Director | |
| Masanori Mochida (5) | Managing Director | |
| Timothy J. O’Neill (1) | Managing Director | |
| Gregory K. Palm (1) | General Counsel and Managing Director | |
| John F.W. Rogers (1) | Managing Director | |
| David C. Ryan (6) | Managing Director | |
| Pablo J. Salame (1) | Managing Director | |
| Jeffrey W. Schroeder (1) | Managing Director | |
| Harvey M. Schwartz (1) | Managing Director | |
| Michael S. Sherwood (2) | Managing Director | |
| David M. Solomon (1) | Managing Director | |
| Esta Stecher (1) | General Counsel and Managing Director | |
| Steven H. Strongin (1) | Managing Director | |
| John S. Weinberg (4) | Managing Director | |
| Eric S. Lane (1) | Managing Director | |
| Stephen M. Scherr (1) | Managing Director | |
| Ashok Varadhan (1) | Managing Director | |
| Mark Schwartz (7) | Managing Director | |
| Gene Sykes (8) | Managing Director | |
| R. Martin Chavez (1) | Managing Director |
| (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) | Cheung Kong Center, 68th Floor, 2 Queens Road Central, Hong Kong, China |
| (5) | 12-32, Akasaka I-chome, Minato-Ku, Tokyo 107-6006, Japan |
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| (6) | 1 Raffles Link, #07-01 South Lobby, Singapore 039393 |
| (7) | 7 Finance Street, Xicheng District, Beijing, China 100104 |
| (8) | Fox Plaza, Suite 2600, 2121 Avenue of the Stars, Los Angeles, CA 90067 |
| (c) | Not Applicable. |
Item 33. Location of Accounts and Records
The Agreement and Declaration of Trust, By-laws and minute books of the Registrant and certain investment adviser records are in the physical possession of GSAM 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 State Street Bank and Trust Company, State Street Financial Center, One Lincoln Steet, Boston, MA 02111, except for certain transfer agency records which are maintained by Goldman, Sachs & Co., 71 South Wacker Drive, Chicago, Illinois 60606.
Item 34. Management Services
Not applicable
Item 35. Undertakings
Not applicable
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment No. 1 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 30th day of April, 2013.
GOLDMAN SACHS TRUST II | ||
(A Delaware statutory trust) | ||
By: | /s/ Caroline Kraus | |
Caroline Kraus Secretary | ||
Pursuant to the requirements of the Securities Act of 1933, this 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 | April 30, 2013 | ||
1George F. Travers George F. Travers | Principal Financial Officer and Senior Vice President | April 30, 2013 | ||
1Ashok N. Bakhru Ashok N. Bakhru | Chairman and Trustee | April 30, 2013 | ||
1John P. Coblentz, Jr. John P. Coblentz, Jr. | Trustee | April 30, 2013 | ||
1Richard P. Strubel Richard P. Strubel | Trustee | April 30, 2013 | ||
| By: | /s/ Caroline Kraus | |
Caroline Kraus, Attorney-In-Fact | ||
| 1 | Pursuant to powers of attorney previously filed |
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CERTIFICATE
The undersigned Secretary for Goldman Sachs Trust II (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 December 11, 2012.
RESOLVED, that Trustees and Officers of the Trust who may be required to sign the Trust’s Registration Statement or any amendments thereto be, and each hereby is, authorized to execute a power of attorney appointing Caroline Kraus, James A. McNamara, Andrew Murphy, Robert Griffith and Matthew Wolfe, 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 on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 of the Trust and any and all amendments to such Registration Statement, and to file the same, with exhibits thereto, if any, and other 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 thereof.
Dated: April 30, 2012
/s/ Caroline Kraus |
Caroline Kraus, Secretary |
EXHIBIT LIST
| (d)(1) | Management Agreement dated April 16, 2013 between Registrant, on behalf of Goldman Sachs Multi-Manager Alternatives Fund, and Goldman Sachs Asset Management, L.P. |
