SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
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Goldman Sachs Trust II
(Name of Registrant as Specified in Its Charter)
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Goldman Sachs Trust II
Multi-Manager U.S. Small Cap Equity Fund
200 West Street
New York, New York 10282
October 14, 2020
Dear Shareholder,
Goldman Sachs Asset Management, L.P. (“GSAM” or the “Investment Adviser”), the investment adviser of Multi-Manager U.S. Small Cap Equity Fund (the “Fund”), selects investment managers (“Underlying Managers”) for the Fund, a series of Goldman Sachs Trust II (the “Trust”), subject to approval of the board of trustees of the Trust (the “Board”). We are pleased to inform you that, at the recommendation of GSAM, the Board has appointed Victory Capital Management, Inc. (“Victory”) to serve as a new, additional Underlying Manager for the Fund. The Board approved the sub-advisory agreement between GSAM and Victory (the “Sub-Advisory Agreement”) at a meeting held on August 11, 2020 (the “Meeting”). Boston Partners Global Investors, Inc., Brown Advisory, LLC and QMA LLC continue to serve as the Fund’s other Underlying Managers. Each Underlying Manager is approved to manage a portion of the Fund’s portfolio (which may change over time) as allocated by GSAM and overseen by the Board.
Please note that this appointment does not require a shareholder vote. Therefore, we are not asking you for a proxy, and you are requested not to send us a proxy. The purpose of this document is to provide you with additional information about these changes that we are required to make available to you.
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Additional Information About GSAM and the Fund’s Other Service Providers | 3 | |||
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MULTI-MANAGER U.S. SMALL CAP EQUITY FUND
In connection with its duties as the investment adviser for the Fund, GSAM reviews and evaluates the Fund’s Underlying Managers on an ongoing basis. At the Meeting and pursuant to GSAM’s recommendation, the Board approved Victory as a new Underlying Manager for the Fund and approved the Sub-Advisory Agreement.
The Board determined to initially approve the Sub-Advisory Agreement after a thorough analysis of the proposed services to be provided by Victory. The material factors considered by the Board in approving the Sub-Advisory Agreement are set forth below under “Multi-Manager U.S. Small Cap Equity Fund—Trustees’ Considerations.”
Investment Strategies of Victory
Pursuant to the Sub-Advisory Agreement, GSAM may allocate a portion of the Fund’s assets to Victory. With respect to such assets, Victory employs a disciplined, research-intensive approach that utilizes quantitative analysis, fundamental analysis and risk management. Victory focuses on small-cap companies with strong organic revenue growth potential, growing market share, innovative competitive advantages, and experienced management teams. With respect to the Fund, the firm manages an allocation of U.S. small-cap equity growth securities.
Under the Sub-Advisory Agreement, subject to the supervision and oversight of GSAM, Victory, with respect to those assets that GSAM allocates to it (the “Allocated Assets”), provides the Fund with investment research, advice and supervision and furnishes a continuous investment program for, and manages the investment and reinvestment of, the Allocated Assets. Victory determines in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Fund within the parameters of the investment approach, policies, restrictions and guidelines applicable to the Allocated Assets as provided by GSAM, the provisions of the Sub-Advisory Agreement, all applicable laws, rules and regulations and the Fund’s registration statement on Form N-1A under the Investment Company Act of 1940, as amended (the “1940 Act”).
Under the Sub-Advisory Agreement, Victory pays for all expenses incurred by it in connection with its services to the Allocated Assets. As compensation for its services, Victory is entitled to receive fees from GSAM (not the Fund) each calendar quarter based on an annual percentage of the average daily net assets of the Allocated Assets. The annual percentage is determined based on breakpoints calculated from “Total Assets,” which includes the value of the average daily net assets of the Allocated Assets and the value of the average daily net assets of certain investment funds managed by Victory or its affiliates under any other agreements between GSAM or its affiliates and Victory.
The Sub-Advisory Agreement will remain in effect for two years after its effective date and will continue thereafter for successive periods of twelve months, provided that its continuance is approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to the Sub-Advisory Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by either the vote of (A) the Board or (B) a majority of the outstanding voting securities of the Fund (within the meaning of the 1940 Act).
The Sub-Advisory Agreement provides for termination, without payment of any penalty, (i) by vote of a majority of the Board or by a vote of a majority of the outstanding voting securities of the Fund, (ii) by GSAM on 60 days written notice to Victory (or immediately in the event of a material breach by Victory), or (iii) by Victory on not less than 90 days written notice to GSAM and the Trust. Notwithstanding the above, Victory may not terminate the Sub-Advisory Agreement during the 24-month period immediately following the effective date of the
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Sub-Advisory Agreement with respect to the Fund. The Sub-Advisory Agreement shall automatically terminate in the event of its assignment or change of control of Victory or the assignment of the Fund’s management agreement with GSAM. The Sub-Advisory Agreement shall also terminate in the event that the Fund’s management agreement with GSAM is terminated.
As described below under “Additional Information—SEC Exemptive Order,” GSAM has received an exemptive order from the U.S. Securities and Exchange Commission (the “SEC”) enabling it to enter into an investment sub-advisory agreement with an Underlying Manager that has not been approved by a vote of the majority of the outstanding voting securities of the Fund if certain conditions are met.
The Fund is an investment portfolio of the Trust that commenced investment operations on April 29, 2016. The Fund employs a “manager of managers” structure, whereby the Investment Adviser is responsible for selecting Underlying Managers (subject to Board approval), allocating the Fund’s assets among them, and overseeing their day-to-day management of Fund assets. Upon the recommendation of the Investment Adviser, at the Meeting, the Trustees present, including the Trustees who are not parties to the Fund’s investment management agreement or any sub-advisory agreement or “interested persons” (as defined in the 1940 Act) of any party thereto (the “Independent Trustees”), unanimously approved a Sub-Advisory Agreement between the Investment Adviser and Victory. In connection with the Meeting, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel. In addition, Victory provided information in response to a request from the Investment Adviser.
Nature, Extent and Quality of the Services to be Provided Under the Sub-Advisory Agreement
In evaluating the Sub-Advisory Agreement between Goldman Sachs Asset Management, L.P. and Victory with respect to the Fund, the Trustees present relied on the information provided by GSAM and Victory. In evaluating the nature, extent and quality of services to be provided by Victory, the Trustees considered information about Victory’s (a) personnel and compensation structure; (b) track record in managing other funds and accounts with investment strategies similar to those to be employed on behalf of the Fund; (c) policies and procedures in place to address potential conflicts of interest; and (d) compliance program and code of ethics. In this regard, they considered assessments provided by GSAM of Victory, Victory’s investment strategies and personnel, and its compliance program. The Trustees considered that Victory currently manages other assets for GSAM’s clients. They noted that, because Victory had not previously provided services to the Fund, there was no performance information to evaluate with respect to the Fund.
Costs of Services to be Provided
The Trustees reviewed the terms of the Sub-Advisory Agreement and the proposed fee schedule, which include breakpoints. They noted that the compensation paid to Victory would be paid by GSAM, not by the Fund. They also noted that the terms of the Sub-Advisory Agreement were the result of arms’ length negotiations between GSAM and Victory. The Trustees reviewed the anticipated blended average of all sub-advisory fees to be paid by GSAM with respect to the Fund and how it would change upon hiring Victory. The Trustees considered GSAM’s undertaking to waive the portion of its management fee which is in excess of the weighted average of the Fund’s sub-advisory fees.
Conclusion
In connection with their consideration of the Sub-Advisory Agreement, the Trustees gave weight to various factors, but did not identify any particular factor as controlling their decision. After deliberation and consideration of the information provided, including the factors described above, the Trustees present, including the Independent Trustees, unanimously concluded, in the exercise of their business judgment, that the
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sub-advisory fees to be paid by GSAM to Victory were reasonable in light of the factors considered, and that the Sub-Advisory Agreement, and the terms thereof, should be approved for a period of two years from its effective date.
On May 29, 2013, GSAM and the Trust received an exemptive order (the “Order”) from the SEC exempting them from certain provisions of the 1940 Act. Specifically, the Order permits the Trust and GSAM, so long as certain conditions are satisfied, to enter into and materially amend an investment sub-advisory agreement with an Underlying Manager without shareholder approval. The Order generally requires that shareholders of the Fund be notified of an investment sub-advisory agreement that has been entered into within 90 days of the hiring of the Underlying Manager, and that the Fund make available to shareholders information similar to that which would have been included in a proxy statement to shareholders.
Additional Information About GSAM and the Fund’s Other Service Providers
GSAM, a Delaware limited partnership registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended, is the Fund’s investment adviser. GSAM is an indirect, wholly-owned subsidiary 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. GSAM Holdings LLC is the general partner and principal owner of GSAM. GSAM’s and The Goldman Sachs Group Inc.’s current business address is 200 West Street, New York, NY 10282. As of June 30, 2020 GSAM, including its investment advisory affiliates, had approximately $1.88 trillion in assets under supervision.
Goldman Sachs & Co. LLC, an affiliate of GSAM, located at 200 West Street, New York, New York 10282, serves as the exclusive distributor of shares of the Fund.
State Street Bank and Trust Company, located at One Lincoln Street, Boston, Massachusetts 02111, serves as the Fund’s custodian and administrator.
Additional Information About Victory
Victory, is an SEC-registered investment adviser located at 15935 La Cantera Parkway, San Antonio, TX 78256. As of December 31, 2019, Victory manages assets of approximately $151.8 billion. Victory is a wholly-owned subsidiary of Victory Capital Operating, LLC, which is a wholly-owned subsidiary of VCH Holdings, LLC, which is a wholly-owned subsidiary of Victory Capital Holdings, Inc.
The principal executive officers, directors and general partners of Victory, as of the date of this document, are set forth below. The business address of each person is 15935 La Cantera Parkway, San Antonio, TX 78256.
Name | Position(s) with Victory1 | |
David C. Brown | Chief Executive Officer, Chairman and Director | |
Michael D. Policarpo | President, Chief Financial Officer, Chief Administrative Officer and Director | |
Colin Kinney | Chief Compliance Officer | |
Kelly S. Cliff | President, Investment Franchises | |
Nina Gupta | Chief Legal Officer, Secretary and Director |
| 1 | None of the principal executive officers of Victory listed above have other principal employment other than his or her respective position(s) with Victory and its affiliated managers. |
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The Fund’s annual and semi-annual reports are available free upon request. Shareholders may obtain a copy of either report by writing to Goldman Sachs & Co. LLC, P.O. Box 06050, Chicago, IL 60606-6306 or by calling 1-800-621-2550. You may also access and download these reports at the Fund’s website: https://www.gsam.com/content/gsam/us/en/individual/literature-and-forms/literature.html.
If you have any questions, please contact your investment professional or authorized dealer.
October 14, 2020
200 West Street
New York, New York 10282
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Goldman Sachs Trust II
Multi-Manager U.S. Small Cap Equity Fund
200 West Street
New York, New York 10282
IMPORTANT NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT
October 14, 2020
This communication presents only an overview of the more complete Information Statement that is available to you on the Internet relating to Multi-Manager U.S. Small Cap Equity Fund (the “Fund”), a series of Goldman Sachs Trust II (the “Trust”). We encourage you to access and review all of the important information contained in the Information Statement.
Goldman Sachs Asset Management, L.P. (“GSAM”), the investment adviser of the Fund, selects investment managers (“Underlying Managers”) for the Fund subject to approval of the board of trustees (the “Board”) of the Trust. We are pleased to inform you that, at the recommendation of GSAM, the Board has appointed Victory Capital Management, Inc. (“Victory”) to serve as a new, additional Underlying Manager for the Fund. The Board approved the sub-advisory agreement between GSAM and Victory (the “Sub-Advisory Agreement”) at a meeting held on August 11, 2020. Boston Partners Global Investors, Inc., Brown Advisory, LLC and QMA LLC continue to serve as the Fund’s other Underlying Managers. Each Underlying Manager is approved to manage a portion of the Fund’s portfolio (which may change over time) as allocated by GSAM and overseen by the Board. Additional information about GSAM, Victory, the Sub-Advisory Agreement, and the Board’s approval of the Sub-Advisory Agreement is contained in the Information Statement.
Please note that, in reliance on exemptive relief obtained by GSAM and the Trust from the Securities and Exchange Commission, the hiring of Victory on the Fund’s behalf does not require a shareholder vote. Therefore, we are not asking you for a proxy, and you are requested not to send us a proxy.
This Notice of Internet Availability of the Information Statement is being mailed on or about November 4, 2020. The full Information Statement will be available for printing on the Fund’s website at www.gsamfunds.com until at least 90 days from the date of this Notice and the Information Statement. To access the full Information Statement, navigate to www.gsam.com/content/gsam/us/en/advisors/literature-and-forms/literature.html, where the full Information Statement is available to view and print by utilizing the search feature to locate literature specific to Victory. A paper or email copy of the full Information Statement may be obtained, without charge, by contacting the Fund at 1-800-621-2550. If you would like to receive a paper or e-mail copy of the full Information Statement, you must request one. If you have any questions about this Notice, please contact your financial advisor (if applicable) or contact the Fund at the appropriate phone number provided above.
Please Note: If (i) you are a member of a household in which multiple shareholders of the Fund share the same address, (ii) your shares are held in “street name” and (iii) your broker or bank has received consent to household material, then your broker or bank may have sent to your household only one copy of this Notice of Internet Availability of Information Statement unless your broker or bank previously received contrary instructions from a shareholder in your household. If you are part of a household that has received only one copy of this Notice of Internet Availability of Information Statement, the Fund will deliver promptly a separate copy of this Notice of Internet Availability of Information Statement to you upon written or oral request. To receive a separate copy of this Notice of Internet Availability of Information Statement, please contact the Fund by calling toll free 1-800-621-2550 or by writing Goldman Sachs Funds, P.O. Box 06050, Chicago, IL 60606-6306. If your shares are held with certain banks, trust companies, brokers, dealers, investment advisers and other financial intermediaries (each, an “Intermediary”) and you would like to receive a separate copy of future notices of internet availability of information statements, prospectuses or annual reports or you are now receiving multiple copies of these documents and would like to receive a single copy in the future, please contact your Intermediary.
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