As filed with the Securities and Exchange Commission on March 18, 2022
1933 Act Registration No. 033-17619
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |||
Pre-Effective Amendment No. | ☐ | |||
Post-Effective Amendment No. 1 | ☒ |
(Check appropriate box or boxes)
GOLDMAN SACHS 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. | BRENDEN P. CARROLL, ESQ. | |
Dechert LLP | Dechert LLP | |
1095 Avenue of the Americas | 1900 K Street, NW | |
New York, NY 10036 | Washington, DC 20006 |
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”).
EXPLANATORY NOTE
The purpose of this filing is to file as an exhibit the opinion of counsel supporting the tax matters and consequences to shareholders in connection with the reorganization of Goldman Sachs High Quality Floating Rate Fund, a series of Goldman Sachs Trust, with and into Goldman Sachs Enhanced Income Fund, a series of Goldman Sachs Trust, as required by Item 16(12) of Form N-14.
Parts A and B are incorporated herein by reference to the definitive Combined Information Statement/Prospectus and the definitive Statement of Additional Information filed pursuant to Rule 497 under the Securities Act on November 29, 2021 (Accession No. 0001193125-21-342396).
PART C: OTHER INFORMATION
Item 15. Indemnification
Article IV of the Declaration of Trust of Goldman Sachs Trust, a Delaware statutory trust, provides for indemnification of the Trustees, officers and agents of the Trust, subject to certain limitations. The Declaration of Trust is incorporated by reference to Exhibit (1)(a).
The Management Agreement provides that the 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 or duties under the Management Agreement. The Management Agreement is incorporated by reference as Exhibit (6)(a).
Section 9 of the Distribution Agreement between the Registrant and Goldman Sachs dated April 30, 1997, as amended, and Section 7 of the Transfer Agency Agreement between the Registrant and Goldman Sachs & Co. LLC dated August 9, 2007 provides that the Registrant will indemnify Goldman Sachs & Co. LLC against certain liabilities. Copies of the Distribution Agreement and the Transfer Agency Agreement are incorporated by reference as Exhibits (7)(a) and (13)(d) respectively, to the Registrant’s Registration Statement.
Mutual fund and trustees and officers liability policies purchased jointly by the Registrant and Goldman Sachs Variable Insurance 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 16. Exhibits
Item 17. Undertakings
(1) | The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
(2) | The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
SIGNATURES
As required by the Securities Act of 1933, this Post-Effective Amendment No. 1 to its Registration Statement has been signed on behalf of the Registrant, in the City of New York and State of New York, on the 18th day of March, 2022.
GOLDMAN SACHS TRUST | ||
(A Delaware statutory 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 | President (Chief Executive Officer) and Trustee | March 18, 2022 | ||
James A. McNamara | ||||
1Joseph F. DiMaria | Treasurer, Principal Financial Officer and Principal Accounting Officer | March 18, 2022 | ||
Joseph F. DiMaria | ||||
1Jessica Palmer | Chair and Trustee | March 18, 2022 | ||
Jessica Palmer | ||||
1Dwight L. Bush | Trustee | March 18, 2022 | ||
Dwight L. Bush | ||||
1Kathryn A. Cassidy | Trustee | March 18, 2022 | ||
Kathryn A. Cassidy | ||||
1Diana M. Daniels | Trustee | March 18, 2022 | ||
Diana M. Daniels | ||||
1Joaquin Delgado | Trustee | March 18, 2022 | ||
Joaquin Delgado | ||||
1Eileen H. Dowling | Trustee | March 18, 2022 | ||
Eileen H. Dowling | ||||
1Roy W. Templin | Trustee | March 18, 2022 | ||
Roy W. Templin | ||||
1Gregory G. Weaver | Trustee | March 18, 2022 | ||
Gregory G. Weaver | ||||
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 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 October 12-13, 2021.
RESOLVED, that Trustees and officers of the Trust who may be required to sign the Trust’s filings on Form N-14 in connection with the Reorganization and any and all amendments thereto be, and each hereby is, authorized to execute a power of attorney appointing Caroline L. Kraus and James A. McNamara, jointly and severally, as their attorneys-in-fact, each with power of substitution, for said Trustees and officers in any and all capacities to sign such filings on Form N-14 and any and all amendments thereto, and to file the same, with exhibits thereto, if any, and other documents in connection therewith, with the SEC and with other federal, state, foreign and quasi-governmental agencies and such other instruments related to compliance with certain of the federal securities laws and other applicable federal, state, foreign and quasi-governmental filings, 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: March 18, 2022
/s/ Caroline L. Kraus |
Caroline L. Kraus, |
Secretary |
EXHIBIT INDEX
(12) | Opinion and Consent of Dechert LLP supporting the tax matters and consequences to shareholders discussed in the Prospectus/Information Statement |