485BPOS 1 d434731d485bpos.htm GOLDMAN SACHS ETF TRUST Goldman Sachs ETF Trust

Securities Act File No. 333-267727

As filed with the Securities and Exchange Commission on May 8, 2023

 

 

 

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 ETF TRUST

(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 L. KRAUS, ESQ.

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

(Name and Address of Agent for Service)

 

 

COPY TO:

STEPHEN H. BIER, ESQ.

ALLISON M. FUMAI, ESQ.

Dechert LLP

1095 Avenue of the Americas

New York, New York 10036

 

 

Title of Securities Being Registered: Shares of Goldman Sachs Defensive Equity ETF, a series of the Registrant. The Registrant has registered an indefinite amount of securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended; accordingly, no fee is payable herewith in reliance upon Section 24(f).

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 485(b) under the Securities Act of 1933.

 

 

 


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 Defensive Equity Fund, a series of Goldman Sachs Trust, with and into Goldman Sachs Defensive Equity ETF, a series of the Registrant, as required by Item 16(12) of Form N-14.  Parts A and B of this Registration Statement filed with the Securities and Exchange Commission (the “SEC”) on October  4, 2022 and the definitive versions thereof filed with the SEC on November 8, 2022 pursuant to Rule 497 under the Securities Act are incorporated by reference herein.


PART C: OTHER INFORMATION

Part C of this Registration Statement should be read in conjunction with Parts A and B. Capitalized terms used in this Part C and not otherwise defined have the meanings given them in Parts A and B of this Registration Statement.

Item 15. Indemnification

Article VII, Section 7.5 of the Amended and Restated Declaration of Trust 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 Amended and Restated Declaration of Trust is incorporated by reference to Exhibit (1)(b).

Section 6 of the Distribution Agreement between the Registrant and Distributor dated March  26, 2015, provides that the Registrant will indemnify Distributor against certain liabilities, subject to certain conditions. A copy of the Distribution Agreement is incorporated by reference as Exhibit (e), to the Registrant’s Registration Statement.

Fund and trustees and officers liability policies purchased by the Registrant, Goldman Sachs ETF Trust II, Goldman Sachs MLP and Energy Renaissance Fund, Goldman Sachs Credit Income Fund and Goldman Sachs Real Estate Diversified Income Fund 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

 

(1)    (a)    Certificate of Trust of the Registrant dated December  16, 2009 (incorporated by reference from Pre-Effective Amendment No. 1 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed May 4, 2015)
   (b)    Amended and Restated Declaration of Trust dated September 20, 2022 (incorporated by reference from Post-Effective Amendment No.  466 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed September 30, 2022)
   (c)    Form of Amended Schedule A dated November 10, 2022 to the Amended and Restated Declaration of Trust dated September  20, 2022 (incorporated by reference from Post-Effective Amendment No. 498 to the Registrant’s registration statement on Form N-1A, SEC File No.  333-200933, filed December 27, 2022)
(2)       Amended and Restated By-laws dated July  22, 2021 (incorporated by reference from Post-Effective Amendment No. 369 to the Registrant’s registration statement on Form N-1A, SEC File No.  333-200933, filed July 26, 2021)
(3)       Not applicable.
(4)       Form of Agreement and Plan of Reorganization is included in Part A to this Registration Statement.
(5)       Not applicable.
(6)    (a)    Management Agreement between Registrant and Goldman Sachs Asset Management, L.P. (with respect to ActiveBeta® Emerging Markets Equity ETF) (incorporated by reference from Pre-Effective Amendment No.  3 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed September 11, 2015)


   (b)    Form of Management Agreement between Registrant and Goldman Sachs Asset Management, L.P. (with respect to ActiveBeta® Europe Equity ETF, ActiveBeta® International Equity ETF, ActiveBeta® Japan Equity ETF, ActiveBeta® U.S. Large Cap Equity ETF and ActiveBeta® U.S. Small Cap Equity ETF) (incorporated by reference from Post-Effective Amendment No. 10 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed May 25, 2016)
   (c)    Form of Amended Annex A to the Management Agreement between Registrant and Goldman Sachs Asset Management, L.P. (with respect to all series of Registrant except ActiveBeta® Emerging Markets Equity ETF) (incorporated by reference from Post-Effective Amendment No. 466 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed September 30, 2022)
(7)    (a)    Distribution Agreement dated March 26, 2015 between Registrant and ALPS Distributors, Inc. (incorporated by reference from Pre-Effective Amendment No. 2 to the Registrant’s registration statement on Form N-1A, SEC File No.  333-200933, filed August 7, 2015)
   (b)    Distribution Agreement between Registrant and ALPS Distributors, Inc. (incorporated by reference from Post-Effective Amendment No.  126 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed August 27, 2018)
   (c)    Form of Amendment to Distribution Agreement between Registrant and ALPS Distributors, Inc. (incorporated by reference from Post-Effective Amendment No. 126 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed August 27, 2018)
(8)       Not applicable.
(9)    (a)    Custody Agreement dated April  5, 2011 between Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 279 to Goldman Sachs Trust’s registration statement on Form N-1A, SEC File No. 33-17619, filed April 28, 2011)
   (b)    Letter Amendment to the Custodian Agreement dated April  5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Pre-Effective Amendment No.  2 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed August 7, 2015)
   (c)    Letter Amendment dated October 20, 2015 to the Custodian Agreement dated April  5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No.  518 to Goldman Sachs Trust’s registration statement on Form N-1A, SEC File No. 33-17619, filed January 15, 2016)
   (d)    Amendment dated January 6, 2016 to the Custodian Agreement dated April  5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No.  523 to Goldman Sachs Trust’s registration statement on Form N-1A, SEC File No. 33-17619, filed January 29, 2016)
   (e)    Amendment dated March 1, 2016 to the Custodian Agreement dated April  5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (Goldman Sachs Financial Square Tax-Exempt Money Market Fund and Goldman Sachs Investor Tax-Exempt Money Market Fund) (incorporated by reference from Post-Effective Amendment No.  559 to Goldman Sachs Trust’s registration statement on Form N-1A, SEC File No. 33-17619, filed May 20, 2016)
   (f)    Amendment dated June 13, 2016 to the Custodian Agreement dated April  5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (Goldman Sachs Hedge Industry VIP ETF) (incorporated by reference from Post-Effective Amendment No.  93 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed December 22, 2017)


   (g)    Amendment dated August 29, 2016 to the Custodian Agreement dated April  5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (Goldman Sachs TreasuryAccess 0-1 Year ETF) (incorporated by reference from Post-Effective Amendment No. 93 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed December 22, 2017)
   (h)    Amendment dated April 5, 2017 to the Custodian Agreement dated April  5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (Goldman Sachs Access Emerging Markets Local Currency Bond ETF, Goldman Sachs Access High Yield Corporate Bond ETF and Goldman Sachs Access Investment Grade Corporate Bond ETF) (incorporated by reference from Post-Effective Amendment No. 93 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed December 22, 2017)
   (i)    Amendment dated May 10, 2017 to the Custodian Agreement dated April  5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (Goldman Sachs Equal Weight U.S. Large Cap Equity ETF) (incorporated by reference from Post-Effective Amendment No.  93 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed December 22, 2017)
   (j)    Amendment dated December 10, 2018 to the Custody Agreement dated April  5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 202 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed May 10, 2019)
   (k)    Amendment dated July 12, 2019 to the Custody Agreement dated April  5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (certain equity funds) (incorporated by reference from Post-Effective Amendment No.  778 to the Goldman Sachs Trust’s registration statement on Form N-1A, SEC File No. 33-17619, filed December 20, 2019)
  

(l)

   Amendment dated December 13, 2019 to the Custody Agreement dated April  5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 281 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed July 6, 2020)
(10)       Distribution and Service Plan (incorporated by reference from Pre-Effective Amendment No.  3 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed September 11, 2015)
(11)       Opinion and Consent of Dechert LLP (incorporated by reference from the Registrant’s registration statement on Form N-14, SEC File No. 333-267727, filed October 4, 2022)
(12)       Opinion of Dechert LLP supporting the tax matters and consequences to shareholders of the Acquired Fund with respect solely to the transaction between the Acquired Fund and the Acquiring Fund pursuant to the form of Plan of Reorganization and Liquidation (filed herewith)
(13)    (a)    Transfer Agency and Service Agreement between Registrant and The Bank of New York Mellon (incorporated by reference from Pre-Effective Amendment No. 3 to the Registrant’s registration statement on Form N-1A, SEC File No.  333-200933, filed September 11, 2015)
   (b)    Amendment dated December  10, 2018 to the Transfer Agency and Service Agreement between Registrant and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 202 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed May 10, 2019)
   (c)    Amendment dated December  13, 2019 to the Transfer Agency and Service Agreement between Registrant and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 281 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed July 6, 2020)
  

(d)

   Form of Authorized Participant Agreement (incorporated by reference from Pre-Effective Amendment No. 2 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed August 7, 2015)


   (e)    Fund Administration and Accounting Agreement dated April  5, 2011 between Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 279 to the Goldman Sachs Trust’s registration statement on Form N-1A, SEC File No. 33-17619, filed April 28, 2011)
   (f)    Letter Amendment to the Fund Administration and Accounting Agreement dated April  5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Pre-Effective Amendment No.  2 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed August 7, 2015)
   (g)    License Agreement between the Registrant and Goldman Sachs Asset Management, L.P. (incorporated by reference from Pre-Effective Amendment No. 3 to the Registrant’s registration statement on Form N-1A, SEC File No.  333-200933, filed September 11, 2015)
   (h)    Letter Amendment dated October 20, 2015 to the Fund Administration and Accounting Agreement dated April  5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed February 8, 2016)
   (i)    Amendment dated January 6, 2016 to the Fund Administration and Accounting Agreement dated April  5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No.  523 to Goldman Sachs Trust’s registration statement on Form N-1A, SEC File No. 33-17619, filed January 29, 2016)
   (j)    Amendment dated March 1, 2016 to the Fund Administration and Accounting Agreement dated April  5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (Goldman Sachs Financial Square Tax-Exempt Money Market Fund and Goldman Sachs Investor Tax-Exempt Money Market Fund) (incorporated by reference from Post-Effective Amendment No.  559 to Goldman Sachs Trust’s registration statement on Form N-1A, SEC File No. 33-17619, filed May 20, 2016)
   (k)    Amendment dated December 10, 2018 to the Fund Administration and Accounting Agreement dated April  5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 202 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed May 10, 2019)
   (l)    Amendment dated July 12, 2019 to the Fund Administration and Accounting Agreement dated April  5, 2011 between Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust, Registrant and The Bank of New York Mellon (certain equity funds) (incorporated by reference from Post-Effective Amendment No.  778 to the Goldman Sachs Trust’s registration statement on Form N-1A, SEC File No. 33-17619, filed December 20, 2019)
   (m)    Amendment dated December 13, 2019 to the Fund Administration and Accounting Agreement dated April  28, 2016 between Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust, Registrant and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 281 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed July 6, 2020)
   (n)    Expense Limitation Agreement between Registrant and Goldman Sachs Asset Management, L.P. relating to Goldman Sachs ActiveBeta® Emerging Markets Equity ETF (incorporated by reference from Post-Effective Amendment No.  72 to the Registrant’s registration statement on Form N-1A, SEC File No. 333-200933, filed July 6, 2017)


(14)    (a)    Consent of Independent Registered Public Accounting Firm (incorporated by reference from the Registrant’s registration statement on Form N-14, SEC File No. 333-267727, filed October 4, 2022)
   (b)    Consent of Dechert LLP (incorporated by reference from the Registrant’s registration statement on Form N-14, SEC File No. 333-267727, filed October 4, 2022)
(15)       Not applicable.
(16)       Powers of Attorney for James A. McNamara, Joseph F. DiMaria, Cheryl K. Beebe, Lawrence Hughes, John F. Killian, Steven D. Krichmar, Michael Latham, Linda A. Lang and Lawrence W. Stranghoener (incorporated by reference from the Registrant’s registration statement on Form N-14, SEC File No. 333-267727, filed October 4, 2022)
(17)       Form of Proxy Card for the Acquired Fund (incorporated by reference from the Registrant’s registration statement on Form N-14, SEC File No. 333-267727, filed October 4, 2022)

Item 17. Undertakings

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through use of a prospectus which is 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 of 1933, as amended, [17 CFR 230.145c] the reoffering prospectus will contain information called for by the applicable Exchange registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by 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 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 Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it meets all the requirements for effectiveness of this Post-Effective Amendment No. 1 under Rule 485(b) under the Securities Act of 1933 and 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 8th day of May, 2023.

 

GOLDMAN SACHS ETF 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 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   May 8, 2023
James A. McNamara     

1Joseph F. DiMaria

   Treasurer, Principal Financial Officer and Principal Accounting Officer   May 8, 2023
Joseph F. DiMaria

1Cheryl K. Beebe

   Chair and Trustee   May 8, 2023
Cheryl K. Beebe     

1Lawrence Hughes

   Trustee   May 8, 2023
Lawrence Hughes     

1John F. Killian

   Trustee   May 8, 2023
John F. Killian     

1Steven D. Krichmar

   Trustee   May 8, 2023
Steven D. Krichmar     

1Linda A. Lang

   Trustee   May 8, 2023
Linda A. Lang     

1Michael Latham

   Trustee   May 8, 2023
Michael Latham     

1Lawrence W. Stranghoener

   Trustee   May 8, 2023
Lawrence W. Stranghoener     

 

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 ETF 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 September 19-20, 2022.

RESOLVED, that Trustees and officers of the Acquiring Fund Trust who may be required to sign the Acquiring Fund Trust’s filings on Form N-14 and any and all amendments thereto be, and each hereby is, authorized to execute a power of attorney appointing Caroline L. Kraus, James A. McNamara, Joseph F. DiMaria, and Robert Griffith, 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 the Acquiring Fund Trust’s filings on Form N-14 for the Acquiring Fund and any and all amendments to such filings on Form N-14, 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: May 8, 2023

 

/s/ Caroline L. Kraus

Caroline L. Kraus,
Secretary

 


EXHIBITS

 

(12)

Opinion of Dechert LLP supporting the tax matters and consequences to shareholders of the Acquired Fund with respect solely to the transaction between the Acquired Fund and the Acquiring Fund pursuant to the form of Plan of Reorganization and Liquidation