Goldman Sachs Trust

PRE 14A 1 d49014dpre14a.htm GOLDMAN SACHS TRUST Goldman Sachs Trust

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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☐		Definitive Proxy Statement

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☐		Soliciting Material Under Rule 14a-12

GOLDMAN SACHS TRUST

(Name of Registrant as Specified In Its Charter)

(none)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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LOGO

GOLDMAN SACHS TRUST

71 South Wacker Drive

Chicago, Illinois 60606

[ ], 2021

Dear Shareholder:

You are cordially invited to attend a Special Meeting (the “Meeting”) of the Goldman Sachs Trust (the “Trust”) to be held on April 9, 2021, at 10:00 a.m. (Eastern time). The Meeting will be conducted as a virtual meeting hosted by means of a live webcast. The Board of Trustees of the Trust has implemented a virtual meeting format primarily to reflect our and global concerns regarding the spread of COVID-19. Shareholders will be able to listen, vote, and submit questions from their home or any location with internet connectivity.

You or your proxyholder will be able to attend the Meeting online, vote and submit questions by visiting https://www.viewproxy.com/GoldmanSachsTrust/broadridgevsm/ and using a control number assigned by Broadridge Financial Solutions, Inc. To register and receive access to the virtual meeting, you will need to follow the instructions provided in the Notice of Special Meeting and Proxy Statement that follow.

At this important meeting, you will be asked to consider and act upon the following proposal(s). Each proposal is to be voted upon only by the respective Shareholders of each of the Goldman Sachs China Equity Fund (the “China Equity Fund”) and the Goldman Sachs ESG Emerging Markets Equity Fund (the “ESG Emerging Markets Equity Fund”), each a series of the Trust (each, a “Fund”, and, collectively, the “Funds”). You are only being asked to vote on the Fund(s) of which you hold shares.

Proposal 1.

To approve a change to each respective Fund’s sub-classification under the Investment Company Act of 1940 from “diversified” to “non-diversified” and to eliminate any related fundamental investment restriction for each respective Fund.

Proposal 2.

To transact such other business as may properly come before the Meeting or any postponement or adjournment thereof.

A formal Notice of Special Meeting and Proxy Statement setting forth in detail the matters to come before the Meeting are attached to this letter, and a proxy card is enclosed for your use. You should read the Proxy Statement carefully.

WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING, YOUR VOTE IS VERY IMPORTANT. The Board of Trustees of the Trust unanimously recommends that you vote “FOR” Proposal 1 with respect to your Fund(s). However, before you vote, please read the Proxy Statement for a complete description of the Proposal. If you do not plan to be present at the Meeting, you can vote by signing, dating and returning the enclosed proxy card promptly or by using the Internet or telephone voting options as described on your proxy card. If you have any questions regarding the proxy materials, please contact Broadridge at 855-643-7312. Your prompt response will help reduce proxy costs and will also mean that you can avoid receiving follow-up phone calls or mailings.

Sincerely,

James A. McNamara

President

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY

CARD IN THE ENCLOSED ENVELOPE OR USE THE INTERNET OR TELEPHONE VOTING OPTIONS TO CAST YOUR VOTE AS SOON AS POSSIBLE TO ENSURE A QUORUM FOR THE MEETING. YOUR VOTE IS IMPORTANT. THANK YOU IN ADVANCE FOR YOUR VOTE AND CONTINUED SUPPORT.

Important Information to Help You Understand and Vote on the Proposal — Questions and Answers

The following questions and answers provide an overview of the matters on which you are being asked to vote. The accompanying Proxy Statement contains more detailed information about each proposal, and we encourage you to read it in its entirety before voting. Your vote is important.

Q:	*What is the purpose of this proxy solicitation?*

The purpose of this proxy solicitation is to ask the respective Shareholders of each of the China Equity Fund and the EGS Emerging Markets Equity Fund to approve a change to each Fund’s sub-classification under the Investment Company Act of 1940 (“1940 Act”) from “diversified” to “non-diversified” and to eliminate any related fundamental investment restriction for each Fund. You are only being asked to vote on the Fund(s) of which you hold shares.

QUESTIONS SPECIFIC TO PROPOSAL 1 — TO APPROVE A CHANGE TO THE FUNDS’ SUB-CLASSIFICATION UNDER THE 1940 ACT FROM “DIVERSIFIED” TO “NON-DIVERSIFIED.”

Q:	*Why am I being asked to approve a change to the sub-classification of my Fund(s) from diversified to non-diversified?*

A:	Each Fund is currently sub-classified as a “diversified” fund for purposes of Section 5(b)(1) of the 1940 Act. As a diversified fund, each Fund is generally limited as to the amount it may invest in any single issuer.

The Board of Trustees of the Trust has approved a change to each Fund’s sub-classification under the 1940 Act to a “non-diversified” company and to eliminate any related fundamental investment restriction. This change is subject to the respective Shareholder approval of each Fund, with Shareholders of each respective Fund voting separately on a Fund-by-Fund basis. Changing each Fund’s status to non-diversified would provide Goldman Sachs Asset Management, L.P., the Funds’ investment adviser, with enhanced flexibility to invest a greater portion of each Fund’s assets in one or more issuers. For example, due to the limitations imposed on a diversified fund’s investments in any one issuer, a Fund may be prevented from adding to its positions in certain stocks that the portfolio managers might view favorably. Shareholders may benefit from the flexibility afforded to non-diversified funds to place additional investments in certain issuers. If Proposal 1 is approved for any Fund, that 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.

GENERAL QUESTIONS

Q:	*What are the Board’s recommendations?*

A:	The Board unanimously recommends that the respective Shareholders of each Fund vote “FOR” Proposal 1.

Q:	*What happens if the Shareholders of any Fund do not approve Proposal 1?*

A:	If a Fund’s Shareholders do not approve Proposal 1, the Board will take such actions as it deems necessary or appropriate in the best interests of the respective Fund’s/Funds’ Shareholders based on the facts and circumstances.

Shareholders of each respective Fund will be voting separately on a Fund-by-Fund basis. If one Fund’s Shareholders do not approve Proposal 1, that will not impact any other Fund whose Shareholders approve Proposal 1 for that Fund. You are only being asked to vote on the Fund(s) of which you hold shares.

Q.	*Will my vote make a difference?*

Yes! Your vote is needed to ensure that the Proposal can be acted upon. We encourage all Shareholders to participate in the governance of their Fund(s). Additionally, your immediate response on the enclosed proxy card, on the Internet or over the phone, each as discussed immediately below, will help save the costs of any further solicitations. Your vote is important!

Q:	*How can I vote?*

A:	Shareholders can vote in any one of four ways:

•

By mailing the enclosed proxy card after signing and dating;

•

Over the Internet by going to the website indicated on your proxy card;

•

By telephone, with a toll free call to the number on your proxy card; or

•

By attending the virtual Meeting and voting during the webcast.

We encourage you to vote over the Internet by going to the website provided on your enclosed proxy card, or by telephone by calling the toll-free number on your enclosed proxy card, in each case using the voting control number that appears on your proxy card. These voting methods will save money. However, whichever method you choose, please take the time to read the Proxy Statement before you vote.

Q:	*I plan to vote by mail. How should I sign my proxy card?*

A:	Please see the instructions at the end of the Notice of Special Meeting, which is enclosed.

Q:	*I plan to vote over the Internet. How does Internet voting work?*

A:	To vote over the Internet, please log on to the website indicated on your proxy card and follow the instructions provided on the voting website.

Q:	*I plan to vote by telephone. How does telephone voting work?*

A:	To vote by telephone, please call toll free the number on your proxy card from within the United States and follow the instructions provided during your call.

Q:	*Whom should I call with questions?*

A:	If you have any additional questions about the Proxy Statement or the upcoming Meeting, please contact Broadridge at 855-643-7312.

Q:	*What is the relationship between the proxy solicitor, Broadridge Financial Solutions, Inc., and the Trust?*

The Trust has retained an outside firm that specializes in proxy solicitation to assist it with the proxy solicitation process, including the mailing of this Proxy Statement, the collection of the proxies, and with any necessary follow up. A proxy solicitor may contact Shareholders on behalf of the Trust, but is not permitted to use personal information about Shareholders for other purposes.

THE ATTACHED PROXY STATEMENT CONTAINS MORE DETAILED INFORMATION ABOUT THE PROPOSAL. PLEASE READ IT CAREFULLY. YOUR VOTE IS IMPORTANT.

LOGO

GOLDMAN SACHS TRUST

71 South Wacker Drive

Chicago, Illinois 60606

NOTICE OF SPECIAL MEETING

To Be Held On April 9, 2021

[ ], 2021

Dear Shareholder,

A Special Meeting (the “Meeting”) of the Goldman Sachs Trust (the “Trust”) will be held virtually on April 9, 2021, at 10:00 a.m. (Eastern time), by means of a live webcast, for the purposes set forth below. Each proposal is to be voted upon only by the respective Shareholders of each fund voting separately on a fund-by-fund basis for the Goldman Sachs China Equity Fund (the “China Equity Fund”) and the Goldman Sachs ESG Emerging Markets Equity Fund (the “ESG Emerging Markets Equity Fund”), each a series of the Trust (each, a “Fund”, and, collectively, the “Funds”).

Proposal 1.

Proposal 2.

To transact such other business as may properly come before the Meeting or any postponement or adjournment thereof.

You will be able to attend the Meeting online, submit your questions during the Meeting and vote your shares electronically. To participate in the Meeting, Shareholders must register in advance by visiting https://www.viewproxy.com/GoldmanSachsTrust/broadridgevsm/ and submitting the required information to Broadridge Financial Solutions, Inc. (“Broadridge”), the Fund’s proxy tabulator.

Shareholders whose shares are registered directly with a Fund in the Shareholder’s name will be asked to submit their name and control number found on the Shareholder’s proxy card in order to register to participate in and vote at the Meeting. Shareholders whose shares are held by a broker, bank or other nominee must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the Shareholder with a newly-issued control number. We note that obtaining a legal proxy may take several days. Requests for registration should be received no later than 5:00 p.m., Eastern Time, on April 8, 2021, but in any event must be received by the scheduled time for commencement of the Meeting. Once Shareholders have obtained a new control number, they must visit https://www.viewproxy.com/GoldmanSachsTrust/broadridgevsm/ and submit their name and newly issued control number in order to register to participate in and vote at the Meeting.

After Shareholders have submitted their registration information, they will receive an email from Broadridge that confirms that their registration request has been received and is under review by Broadridge. Once a Shareholder’s registration request has been accepted, the Shareholder will receive (i) an email containing an event link and dial-in information to attend the Meeting, and (ii) an email with a password to enter at the event link in order to access the Meeting. Shareholders may vote before or during the Meeting at https://www.viewproxy.com/GoldmanSachsTrust/broadridgevsm/. Only Shareholders of a Fund present virtually or by proxy will be able to vote, or otherwise exercise the powers of a Shareholder, at the Meeting.

The Meeting webcast will begin promptly at 10:00 a.m. (Eastern time). We encourage you to access the Meeting prior to the start time. For additional information on how you can attend and participate in the virtual Meeting, please see the instructions beginning on page [6] of the proxy statement that follows. Because the Meeting will be a completely virtual meeting, there will be no physical location for Shareholders to attend.

The matters referred to above are discussed in the Proxy Statement attached to this Notice. Shareholders of record at the close of business on January 26, 2021, the record date for the Meeting, are entitled to receive notice of and to vote at the Meeting and at any postponements or adjournments thereof. If you will not be present at the Meeting, we urge you to sign, date and promptly return the enclosed proxy card in the envelope provided, which is addressed for your convenience and needs no postage if mailed in the United States. You may also vote easily and quickly by Internet or by telephone. In order to avoid the additional expense to the Funds of further solicitation, we ask your cooperation in returning your proxy promptly.

By Order of the Board of Trustees

of Goldman Sachs Trust

Caroline Kraus

Secretary

YOUR VOTE IS IMPORTANT

NO MATTER HOW MANY SHARES YOU OWN

To secure the largest possible representation at the Meeting, please mark your proxy card, sign it, date it, and return it in the postage paid envelope provided (unless you are voting by Internet or by telephone). If you sign, date and return a proxy card but give no voting instructions, your shares will be voted “FOR” the Proposal indicated on the card. If you prefer, you may instead vote via the Internet or by telephone. To vote in this manner, you should refer to the directions below.

To vote via the Internet, please access the website found on your proxy card and follow the on-screen instructions on the website.

To vote by telephone, please call the toll-free number found on your proxy card from within the United States, and follow the recorded instructions (Shareholders outside the United States should vote via the Internet or by submitting a proxy card instead).

You may revoke your proxy at any time at or before the Meeting, by submitting to the Secretary of the Trust at the Trust’s principal executive offices a written notice of revocation or subsequently executed proxy or by attending the Meeting and electing to vote in person.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general guidelines for signing proxy cards may be of assistance to you and will help avoid the time and expense to the Trust involved in validating your vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card.

3. All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:


Registration		Valid Signature
Corporate Accounts
(1) ABC Corp.		ABC Corp.
		John Doe, Treasurer
(2) ABC Corp.		John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer		John Doe
(4) ABC Corp. Profit Sharing Plan		John Doe, Trustee

Partnership Accounts
(1) The XYZ Partnership		Jane B. Smith, Partner
(2) Smith and Jones, Limited Partnership		Jane B. Smith, General Partner

Trust Accounts
(1) ABC Trust Account		Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/18/98		Jane B. Doe

Custodial or Estate Accounts
(1) John B. Smith, Cust. f/b/o John B. Smith Jr. UGMA/UTMA		John B. Smith
(2) Estate of John B. Smith		John B. Smith, Jr., Executor

TABLE OF CONTENTS


SPECIAL MEETING OF GOLDMAN SACHS TRUST			1
PROPOSAL 1: TO APPROVE A CHANGE TO EACH RESPECTIVE FUND’S SUB-CLASSIFICATION UNDER THE INVESTMENT COMPANY ACT OF 1940 FROM “DIVERSIFIED” TO “NON-DIVERSIFIED” AND TO ELIMINATE ANY RELATED FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH FUND			4
PROPOSAL 2: TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF			6
VOTE REQUIRED FOR THE APPROVAL OF MATTERS AT THE MEETING			7
SHAREHOLDER PROPOSAL			7
ADDITIONAL INFORMATION			7
EXHIBIT A OUTSTANDING SHARES OF EACH FUND			A-1
EXHIBIT B FIVE PERCENT SHAREHOLDERS			B-1

LOGO

SPECIAL MEETING

GOLDMAN SACHS TRUST

71 South Wacker Drive

Chicago, Illinois 60606

PROXY STATEMENT

[ ], 2021

This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Trustees of the Goldman Sachs Trust (the “Trust”) for use at the Trust’s Special Meeting to be held virtually on April 9, 2021, at 10:00 a.m. (Eastern time), or any postponement or adjournment thereof, for the purposes set forth in the accompanying Notice of Special Meeting. Such meeting and any postponement or adjournment thereof is referred to as the “Meeting.” This Proxy Statement, the accompanying Notice of Special Meeting, and the accompanying proxy card (or, if applicable, the appropriate notice of where to access these materials) are being mailed to Shareholders on or about [ ], 2021.

The Meeting will be a virtual meeting conducted exclusively via live webcast starting at 10:00 a.m. (Eastern time). You will be able to attend the Meeting online, submit your questions during the Meeting and vote your shares electronically. To participate in the Meeting, Shareholders must register in advance by visiting https://www.viewproxy.com/GoldmanSachsTrust/broadridgevsm/ and submitting the required information to Broadridge Financial Solutions, Inc. (“Broadridge”), the Fund’s proxy tabulator.

In light of the rapidly changing developments related to coronavirus (COVID-19), we are pleased to offer our Shareholders a completely virtual Meeting, which provides worldwide access and communication, while

protecting the health and safety of our Shareholders, Trustees and management. We are committed to ensuring that Shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We will try to answer as many Shareholder-submitted questions as time permits that comply with the Meeting rules of conduct. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If substantially similar questions are received, we will group such questions together and provide a single response to avoid repetition.

The Trustees have fixed the close of business on January 26, 2021, as the record date for the determination of Shareholders entitled to notice of, and to vote at, the Meeting (the “Record Date”). Shareholders of record of the Trust on the Record Date are entitled to one vote per share at the Meeting. Exhibit A to this Proxy Statement sets forth the number of shares of beneficial interest of each Fund outstanding as of the Record Date. Exhibit B to this Proxy Statement sets forth the persons who owned beneficially more than 5% of any class of the Funds as of [ ], 2020.

The Trust’s officers, and personnel of the Funds’ investment adviser and transfer agent and any authorized proxy solicitation agent, may also solicit proxies by telephone, facsimile, Internet or in person. If the Trust records votes through the Internet or by telephone, it will use procedures designed to authenticate Shareholders’ identities, to allow Shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their identities have been properly recorded.

GSAM will pay the expenses associated with this Proxy Statement and solicitation. The Trust has engaged Broadridge Financial Solutions, Inc. (“Broadridge”), an independent proxy solicitation firm, to assist in the distribution of the proxy materials and the solicitation and tabulation of proxies. The cost of Broadridge’s services with respect to the Trust is estimated to be approximately $57,000, plus reasonable out-of-pocket expenses.

To vote by mail, sign, date and promptly return the enclosed proxy card in the accompanying postage pre-paid envelope. To vote by Internet or telephone, please use the control number on your proxy card and follow the instructions as described on your proxy card. If you have any questions regarding the proxy materials, please contact Broadridge at 855-643-7312. If the enclosed proxy card is properly executed and received prior to the Meeting and has not been revoked, the shares represented thereby will be voted in accordance with the instructions marked on the returned proxy card or, if no instructions are marked on the returned proxy card, the proxy card will be voted “FOR” Proposal 1, and, voted in the discretion of the persons named as proxies, in connection with any other matter that may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Any person giving a proxy may revoke it at any time before it is exercised by submitting to the Secretary of the Trust at the Trust’s principal executive offices a written notice of revocation or subsequently executed proxy or by attending the virtual Meeting and voting during the webcast.

If (i) you are a member of a household in which multiple Shareholders of the Trust 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 Proxy 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 Proxy Statement, the Trust will deliver promptly a separate copy of this Proxy Statement to you upon written or oral request. To receive a separate copy of this Proxy Statement please contact the Trust by calling toll free 1-800-621-2550 (for institutional shareholders) or 1-800-526-7384 (for retail shareholders), or by mail at Goldman Sachs Funds, P.O. Box 06050, Chicago, Illinois 60606-6306. If your shares are held with certain banks, trust companies, brokers, registered investment advisers and other financial intermediaries (each, an “Authorized Institution”) and you would like to receive a separate copy of future proxy statements, notices of internet availability of proxy materials,

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 Authorized Institution.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON APRIL 9, 2021

This Proxy Statement is available online at www.proxyvote.com (please have the control number found on your proxy card ready when you visit this website). IN ADDITION, COPIES OF EACH FUND’S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORT, INCLUDING FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN MAILED TO SHAREHOLDERS. COPIES OF EACH FUND’S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORT, INCLUDING FINANCIAL STATEMENTS, ARE ALSO AVAILABLE AT WWW.GSAMFUNDS.COM/MUTUALFUNDS. THE TRUST WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST, WITHOUT CHARGE, AN ADDITIONAL COPY OF ANY FUND’S MOST RECENT ANNUAL REPORT AND SUBSEQUENT SEMI-ANNUAL REPORT TO SHAREHOLDERS. ANNUAL REPORTS AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS MAY BE OBTAINED BY WRITING TO: GOLDMAN SACHS TRUST, P.O. BOX 06050, CHICAGO, ILLINOIS 60606-6306; OR BY TELEPHONE TOLL-FREE AT: 1-800-621-2550 (FOR INSTITUTIONAL SHAREHOLDERS) AND 1-800-526-7384 (FOR RETAIL SHAREHOLDERS).

PROPOSAL 1

TO APPROVE A CHANGE TO EACH RESPECTIVE FUND’S SUB-CLASSIFICATION UNDER THE INVESTMENT COMPANY ACT OF 1940 FROM “DIVERSIFIED” TO “NON-DIVERSIFIED” AND TO ELIMINATE ANY RELATED FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH FUND

The investment objectives of the Funds and principal means by which the Funds seek to achieve their investment objectives are set forth below:


Fund	Investment Objective	Principal Strategy
Goldman Sachs China Equity Fund	Long-term capital appreciation.	Seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its net assets in a diversified portfolio of equity investments in issuers economically tied to China.

Goldman Sachs ESG Emerging Markets Equity Fund	Long-term capital appreciation.	Seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its net assets in a diversified portfolio of equity investments in emerging country issuers that the Investment Adviser believes adhere to the Fund’s environmental, social and governance (“ESG”) criteria.

Each Fund is currently sub-classified as a “diversified” fund for purposes of Section 5(b)(1) of the 1940 Act. In addition, the China Equity Fund is also subject to a related fundamental investment restriction which prohibits it from making any investment inconsistent with its classification as a diversified fund. As a diversified fund, each Fund is limited as to the amount it may invest in any single issuer. Specifically, with respect to 75% of its total assets, each Fund currently may not invest in a security if, as a result of such investment, more than 5% of its total assets (calculated at the time of purchase) would be invested in securities of any one issuer. In addition, with respect to 75% of its total assets, each Fund may not hold more than 10% of the outstanding voting securities of any one issuer. The restrictions in Section 5(b)(1) do not apply to U.S. government securities, securities of other investment companies, cash and cash items (including receivables).

The Board has approved a change to each Fund’s sub-classification under the 1940 Act to a “non-diversified” company and to eliminate any related fundamental investment restriction. This change is subject to the respective Shareholder approval of each Fund, with Shareholders of each respective Fund voting separately on a Fund-by-Fund basis. The China Equity Fund currently has a related fundamental investment restriction (which may only be changed with shareholder approval) that provides that the China Equity Fund, as a fundamental policy, may not “make any investment inconsistent with the Fund’s classification as a diversified company under the 1940 Act.” If approved by the Shareholders of the China Equity Fund, the China Equity Fund will no longer be subject to the diversification limitation discussed above.

Changing each Fund’s status to non-diversified would provide the Funds’ investment adviser, GSAM, with enhanced flexibility to invest a greater portion of each Fund’s assets in one or more issuers. Given the weightings of the largest holdings in the Funds’ respective benchmarks and the appreciation of the Funds’ largest holdings — for example, the two largest holdings in the MSCI China All Shares Index (the benchmark for the

China Equity Fund) have a benchmark weight of 18.59% and each of the two holdings of the China Equity Fund have an individual weight greater than 5% — the portfolio managers of each Fund believe that it is important to have this additional flexibility, and that they will be better able to execute each Fund’s investment strategy and other policies with this additional flexibility. The benchmark for the China Equity Fund is the MSCI China All Shares Index (Net, USD, Unhedged). The benchmark for the ESG Emerging Markets Equity Fund is the MSCI Emerging Markets Index (Net, USD, Unhedged).

Shareholders should note that if the change in a Fund’s sub-classification to “non-diversified” is approved, that Fund may be subject to additional investment risks. This is because, as a non-diversified fund, that Fund would be permitted to invest a greater percentage of its assets in one or more issuers or in fewer issuers than diversified funds. Thus, that 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. Accordingly, if Proposal 1 is approved by the respective Shareholders of any Fund, that Fund could be subject to greater risk than it currently is subject to as a diversified fund. The change of each Fund’s sub-classification to “non-diversified” and the elimination of any related fundamental investment restriction was approved unanimously by the Board of the Funds, with adoption and implementation of the new policy conditioned upon the respective Shareholder approval of each Fund.

It should be noted that, although the respective Funds would no longer be subject to the 1940 Act diversification restrictions if the respective Shareholders of each Fund, voting separately on a Fund-by-Fund basis, approve the proposal at the Meeting, each Fund intends to continue to comply with Federal tax diversification restrictions of Subchapter M of the Internal Revenue Code of 1986 (the “IRC”). For purposes of the IRC, each Fund operates as a “regulated investment company.” Under the IRC, each Fund must diversify its holdings so that, in general, at the close of each quarter of its taxable year, (i) at least 50% of the fair market value of the Fund’s total (gross) assets is comprised of cash, cash items, U.S. government securities, securities of other regulated investment companies and other securities limited in respect of any one issuer to an amount not greater in value than 5% of the value of the Fund’s total assets and to not more than 10% of the outstanding voting securities of such issuer; and (ii) not more than 25% of the value of its total (gross) assets is invested in the securities of any one issuer (other than U.S. government securities and securities of other regulated investment companies), two or more issuers controlled by the Fund and engaged in the same, similar or related trades or businesses, or certain publicly traded partnerships. These Federal tax diversification requirements, or the Funds’ determination to comply with them, may change in the future without shareholder approval.

Shareholders should note that if the change in a Fund’s sub-classification to “non-diversified” is not approved, that Fund will remain “diversified” and remain subject to any related fundamental investment restriction. Shareholders of each respective Fund will be voting separately on a Fund-by-Fund basis. If one Fund’s Shareholders do not approve Proposal 1, that will not impact any other Fund whose Shareholders approve Proposal 1 for that Fund.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF PROPOSAL 1.

PROPOSAL 2

TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF

The management of the Trust does not know of any other matters to be brought before the Meeting. If such matters are properly brought before the Meeting, proxies that do not contain specific instructions to the contrary will be voted in accordance with the judgment of the person or persons acting thereunder.

VOTE REQUIRED FOR APPROVAL OF MATTERS AT THE MEETING

A quorum for the transaction of business at the Meeting is established by the presence, in person or by proxy, of holders representing one-third of the votes entitled to be cast at the Meeting by each Fund individually, but any lesser number will be sufficient for adjournments. Each Fund must independently establish a quorum to transact business at the Meeting concerning that Fund. Proposal 1 will be voted upon by the respective Shareholders of each Fund. The adoption of Proposal 1 requires an affirmative vote of the lesser of: (i) 67% or more of the voting securities of each Fund that are present at the meeting or represented by proxy, if holders of shares representing more than 50% of the outstanding voting securities of each Fund are present or represented by proxy; or (ii) more than 50% of the outstanding voting securities of each Fund (a “1940 Act Majority”).

If a proxy card is properly executed and returned accompanied by instructions to withhold authority (an abstention), the shares represented thereby will be counted as shares present and entitled to vote for purposes of determining whether a quorum is present, but will not be counted as a vote in favor of Proposal 1. Accordingly, abstentions effectively will be a vote against Proposal 1, for which the required vote is a 1940 Act Majority. Ordinarily, broker non-votes, if any, would be counted as shares present and entitled to vote for purposes of determining whether a quorum is present, but would not be counted as a vote in favor of the Proposal. However, because Proposal 1 is considered non-routine, broker non-votes are inapplicable to this solicitation and will have no impact on establishing quorum or the votes cast for or against Proposal 1.

In the event that at the time any session of the Meeting is called to order a quorum is not present in person or by proxy for any Fund, or if a quorum is present but sufficient votes in favor of a Proposal have not been received for any Fund, the Meeting may be adjourned for that Fund to a later date by the chair of the Meeting or by a vote of Shareholders of that Fund to permit further solicitation of proxies with respect to a Proposal for that Fund. In the event of a Shareholder vote on adjournment for any Fund, any such adjournment will require the affirmative vote of a majority of the votes cast for that Fund, and the persons named as proxies will vote those proxies which they are entitled to vote in favor of any such Proposal in favor of such an adjournment, and will vote those proxies required to be voted against any such Proposal against any such adjournment. The chair of the Meeting may adjourn the Meeting for any Fund whether or not a quorum is present. A Shareholder vote may be taken on a Proposal in this Proxy Statement prior to such adjournment if sufficient votes for its approval have been received. Such vote will be considered final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other Proposal. Subject to the foregoing, the Meeting may be adjourned and re-adjourned for one or more Funds without further notice to Shareholders.

SHAREHOLDER PROPOSALS

The Trust is not required and does not intend to hold a meeting of Shareholders each year. Instead, meetings will be held only when and if required by law or as otherwise determined by the Board. Any Shareholder desiring to present a proposal for consideration at the next meeting of Shareholders of their respective Fund must submit the proposal in writing, so that it is received by the appropriate Fund within a reasonable time before any meeting. The proposals should be sent to the Trust at its address stated on the first page of this Proxy Statement.

ADDITIONAL INFORMATION

Investment Adviser/Administrator

Goldman Sachs Asset Management, L.P.

200 West Street

New York, New York 10282

Distributor

Goldman Sachs & Co. LLC

200 West Street

New York, NY10282

[ ], 2021

Shareholders who do not expect to be present at the Meeting and who wish to have their shares voted are requested to vote by mail, Internet or telephone. If you choose to vote by mail, please sign and date the enclosed proxy card and return it in the enclosed envelope. No postage is required if mailed in the United States. If you choose to vote by Internet or telephone, please use the control number on the proxy card and follow the instructions on the proxy card. If you have any questions regarding the proxy materials please contact Broadridge at 855-643-7312.

EXHIBIT A

OUTSTANDING SHARES OF EACH FUND

Each Fund’s Shares outstanding as of January 26, 2020 (the Record Date) is set forth in the table below.


Fund	Outstanding Shares
Goldman Sachs China Equity Fund		[	]
Goldman Sachs ESG Emerging Markets Equity Fund		[	]

A-1

EXHIBIT B

FIVE PERCENT SHAREHOLDERS

As of [ ], 2020, the following persons or entities owned beneficially or of record more than 5% of the outstanding shares, as applicable, of any class of each Fund:


Fund/Class	Shareholder Name and Address*	Number of Shares	Percentage of Class
[ ]	[ ]	[ ]	[ ]

The entities set forth in this column are the shareholders of record and may be deemed to be the beneficial owners of certain of the shares listed for certain purposes under the securities laws. However, these entities generally do not have an economic interest in these shares and would ordinarily disclaim any beneficial ownership therein.

B-1

[Form of Proxy]

GOLDMAN SACHS TRUST

71 SOUTH WACKER DRIVE

SUITE 1200

CHICAGO, IL 60606

To vote by Internet

1) Read the Proxy Statement and have the proxy card below at hand.

2) Go to website www.proxyvote.com or scan the QR Barcode above.

3) Follow the instructions provided on the website.

4) To attend and vote at the meeting, please register by going to Virtual Shareholder Meeting at https://www.viewproxy.com/GoldmanSachsTrust/broadridgevsm/.

To vote by Telephone

1) Read the Proxy Statement and have the proxy card below at hand.

2) Call 1-800-690-6903.

3) Follow the instructions.

To vote by Mail

1) Read the Proxy Statement.

2) Check the appropriate box on the proxy card below.

3) Sign and date the proxy card.

4) Return the proxy card in the envelope provided.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	<MXXXXX>-	KEEP THIS PORTION FOR YOUR
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	x#####	RECORDS

DETACH AND RETURN THIS PORTION

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND

ONLY

DATED

The Board of Trustees unanimously recommends you vote

FOR the following proposal:

For

Against

Abstain

1. To approve a change to each respective Fund’s sub-classification under the Investment Company Act of 1940 from “diversified” to “non-diversified” and to eliminate any related fundamental investment restriction for each respective Fund.

☐

2. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer.



				Signature [PLEASE SIGN WITHIN BOX] Date				Signature [Joint Owners] Date

Important Notice Regarding the Availability of Proxy Materials for the

Special Meeting to be held on April 9, 2021:

The Proxy Statement is available online at

www.proxyvote.com.


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<MXXXXX>-

X#####

GOLDMAN SACHS TRUST

THIS PROXY IS

SOLICITED ON BEHALF

OF THE BOARD OF

TRUSTEES

The undersigned shareholder of the Fund(s) hereby appoints Caroline Kraus, Secretary of the Trust, and Joseph F. DiMaria, Treasurer, Principal Financial Officer, and Principal Accounting Officer of the Trust, and each of them, the proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of the Fund(s) standing in the name of the undersigned at the close of business on January 26, 2020, at a Special Meeting to be held virtually on April 9, 2021, at the following website: https://www.viewproxy.com/GoldmanSachsTrust/broadridgevsm/, and at any postponement or adjournment thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the Special Meeting.

THIS PROXY CARD WILL BE VOTED AS INSTRUCTED. IF THIS PROXY IS EXECUTED BUT NO INSTRUCTION IS GIVEN, THE PROXY CARD WILL BE VOTED “FOR” PROPOSAL 1. THE PROXIES ARE ALSO AUTHORIZED, IN THEIR DISCRETION, TO VOTE UPON SUCH MATTERS AS MAY COME BEFORE THE SPECIAL MEETING OR ANY POSTPONEMENTS OR ADJOURNMENTS.

PLEASE SIGN AND DATE

ON THE REVERSE SIDE