GOLDMAN SACHS TRUST
Goldman Sachs Fundamental Emerging Markets Equity Funds
Class A, Class C, Institutional, Investor, Class R6, and Class P Shares
of the
Goldman Sachs Imprint Emerging Markets Opportunities Fund
Supplement dated October 16, 2020 to the
Prospectuses and Summary Prospectuses, each dated February 28, 2020, each as supplemented to date
The Board of Trustees of the Goldman Sachs Trust (Board) has approved an Agreement and Plan of Reorganization (the Plan) which contemplates the reorganization of the Goldman Sachs Imprint Emerging Markets Opportunities Fund (the Acquired Fund) with and into the Goldman Sachs ESG Emerging Markets Equity Fund (the Surviving Fund and, together with the Acquired Fund, the Funds). The reorganization was recommended by the Funds investment adviser, Goldman Sachs Asset Management, L.P. (the Investment Adviser), because it believes that the reorganization: (i) would rationalize Funds that have the same investment objective and similar investment strategies (albeit with some notable differences); (ii) may provide enhanced opportunities to realize greater efficiencies in the form of lower total operating expenses over time; and (iii) would enable the combined Fund to be better positioned for asset growth.
Under the terms of the Plan, the Acquired Fund will transfer all of its assets to the Surviving Fund and the Surviving Fund will assume all of the liabilities of the Acquired Fund. Subsequently, the Acquired Fund will be liquidated and shareholders of the Acquired Fund will become shareholders of the Surviving Fund. Shareholders of the Acquired Fund will receive shares of the Surviving Fund that are equal in aggregate net asset value to the shares of the Acquired Fund held on the closing date of the reorganization. Shareholders of each class of shares of the Acquired Fund will receive the corresponding class of the Surviving Fund, as follows:
Acquired Fund | Surviving Fund | |||
Class A | g | Class A | ||
Class C | g | Class C | ||
Institutional | g | Institutional | ||
Investor | g | Investor | ||
Class R6 | g | Class R6 | ||
Class P | g | Class P |
The reorganization is expected to close during January 2021 or on such other date as the parties to the reorganization shall agree. The reorganization is intended to qualify as a tax-free reorganization for federal income tax purposes.
The Board, after careful consideration, unanimously approved the Plan. After considering the recommendation of the Investment Adviser, the Board concluded that: (i) the
reorganization is in the best interests of each Fund; and (ii) the interests of the shareholders of each Fund will not be diluted as a result of the reorganization.
Completion of the reorganization is subject to a number of conditions, but shareholders of the Acquired Fund are not required to approve the Plan. Existing Acquired Fund shareholders will receive a combined information statement/prospectus describing in detail both the proposed reorganization and the Surviving Fund, and summarizing the Boards considerations in approving the reorganization and Plan. As of the close of business on October 16, 2020, the Acquired Fund may depart from its stated investment objectives and policies as it prepares to reorganize with and into the Surviving Fund. The Acquired Fund will experience higher portfolio turnover (i.e., the purchase and sale of instruments and securities) as the Acquired Fund prepares to reorganize with and into the Surviving Fund. A high rate of portfolio turnover may result in higher capital gains for taxable shareholders. However, taking into account net capital losses and capital loss carryforwards expected to be available to offset realized gains, it is currently estimated that the Acquired Fund will not distribute capital gains to its shareholders as a result of the repositioning (based on assets as of April 30, 2020), although the actual amount of such distribution may change depending on market conditions and on transactions entered into by the Acquired Fund prior to the closing date. Shareholders should contact their tax advisers concerning the tax consequences of the reorganization.
After the close of business on November 13, 2020, the Acquired Fund will discontinue accepting orders for the purchase of Acquired Fund shares or exchanges into the Acquired Fund from other Goldman Sachs Funds; provided, however, that existing shareholders of the Acquired Fund may continue to reinvest dividends and distributions, if any. Additionally, certain employee benefit plans and certain financial institutions providing services to employee benefit plans that hold shares of the Acquired Fund as of the close of business on November 13, 2020 may continue to purchase shares of the Acquired Fund, including 401(k) plans, profit sharing plans and money purchase pension plans, 403(b) plans, 457 plans and SIMPLE plans.
Between October 16, 2020 and the effective time of the reorganization, Acquired Fund shareholders may continue to exchange shares of that Fund at net asset value without imposition of a contingent deferred sales charge for shares of the same class or an equivalent class of other Goldman Sachs Funds. Additionally, during such period, redemptions by Acquired Fund shareholders will not be subject to any applicable contingent deferred sales charge. Redemption and exchange orders should be submitted in the manner described in the Acquired Funds applicable Prospectus under Shareholder Guide.
In addition, the Board approved a change to the Surviving Funds sub-classification under the Investment Company Act of 1940 from diversified to non-diversified.
This change is subject to approval by the shareholders of the Surviving Fund at a meeting, which is now scheduled to be held after the closing of the reorganization (the Meeting). The Board will not seek shareholder approval of the change in diversification status until after the closing of the reorganization. Changing the Surviving Funds status to non-diversified would provide the Investment Adviser with enhanced
flexibility to invest a greater portion of the Surviving Funds assets in one or more issuers. Given the weightings of the largest holdings in the Surviving Funds benchmarks and the appreciation of the Surviving Funds largest holdings, the portfolio managers of the Surviving Fund believe that it is important to have this additional flexibility, and that they will be better able to execute the Surviving Funds investment strategy and other policies with this additional flexibility. If approved by shareholders at the Meeting, the Surviving Fund, as a non-diversified fund, may be more susceptible to adverse developments affecting any single issuer held in its portfolio, and may be more susceptible to greater losses because of these developments.
Prior to the Meeting, shareholders of the Surviving Fund entitled to vote at the Meeting will receive a proxy statement that will contain additional information about the Surviving Funds diversification status.
This Supplement should be retained with your Prospectuses and Summary Prospectuses for future reference.
EME3FNDSTK 10-20