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)
Registrants 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 Registrants 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 Trusts 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 |
EX-99.(12)
![]() |
Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com
|
January 28, 2022
Board of Trustees
Goldman Sachs Trust
Goldman Sachs High Quality Floating Rate Fund
71 South Wacker Drive
Chicago, Illinois 60606
Board of Trustees
Goldman Sachs Trust
Goldman Sachs Enhanced Income Fund
71 South Wacker Drive
Chicago, Illinois 60606
Dear Ladies and Gentlemen:
You have requested our opinion regarding certain federal income tax consequences to Goldman Sachs High Quality Floating Rate Fund (Acquired Fund), a separate series of the Goldman Sachs Trust, a Delaware statutory trust (Acquired Fund Trust), and to Goldman Sachs Enhanced Income Fund (Acquiring Fund), also a separate series of the Trust, and to the holders of shares of beneficial interest in Acquired Fund (the Acquired Fund Shareholders), in connection with the transfer of substantially all of the assets, as defined in the Agreement and Plan of Reorganization (the Plan) dated as of January 27, 2022, executed by the Trust on behalf of the Acquiring Fund and the Acquired Fund, of the Acquired Fund (the Assets) to Acquiring Fund in exchange solely for shares of beneficial interest of Acquiring Fund (the Acquiring Fund Shares) and the assumption of Acquired Funds liabilities as defined in the Plan (the Liabilities) by Acquiring Fund, followed by the distribution of the Acquiring Fund Shares received by Acquired Fund in complete liquidation and termination of Acquired Fund (the Reorganization), all pursuant to the Plan.
![]() |
Page 2
Goldman Sachs Enhanced Income Fund Goldman Sachs High Quality Floating Rate Fund |
For purposes of this opinion, we have examined and relied upon (1) the Plan, (2) the Registration Statement, (3) facts and representations contained in the letter dated on or about the date hereof addressed to us from the Trust on behalf of Acquiring Fund, (4) the facts and representations contained in the letter dated on or about the date hereof addressed to us from the Trust on behalf of Acquired Fund, and (5) such other documents and instruments as we have deemed necessary or appropriate for purposes of rendering this opinion.
This opinion is based upon the Internal Revenue Code of 1986, as amended (the Code), United States Treasury Regulations, judicial decisions, and administrative rulings and pronouncements of the Internal Revenue Service, all as in effect on the date hereof. This opinion is conditioned upon the Reorganization taking place in the manner described in the Plan.
Based upon the foregoing, it is our opinion that for federal income tax purposes, with respect to Acquired Fund and Acquiring Fund:
1. | The acquisition by Acquiring Fund of all of the properties of Acquired Fund in exchange solely for Acquiring Fund Shares and the assumption of all liabilities of Acquired Fund by Acquiring Fund followed by the distribution of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares in complete liquidation and termination of Acquired Fund will constitute a tax-free reorganization under Section 368(a) of the Code. |
2. | Acquired Fund will not recognize gain or loss upon the transfer of all of its assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption of all liabilities of Acquired Fund, except that Acquired Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code. |
Dechert LLP
![]() |
Page 3
Goldman Sachs Enhanced Income Fund Goldman Sachs High Quality Floating Rate Fund |
3. | Acquired Fund will not recognize gain or loss upon the distribution to its shareholders of the Acquiring Fund Shares received by Acquired Fund in the Reorganization. |
4. | Acquiring Fund will recognize no gain or loss upon receiving the properties of Acquired Fund in exchange solely for Acquiring Fund Shares and the assumption of all liabilities of Acquired Fund. |
5. | The adjusted basis to Acquiring Fund of the properties of Acquired Fund received by Acquiring Fund in the Reorganization will be the same as the adjusted basis of those properties in the hands of Acquired Fund immediately before the exchange, except that Acquired Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code. |
6. | Acquiring Funds holding periods with respect to the properties of Acquired Fund that Acquiring Fund acquires in the Reorganization will include the respective periods for which those properties were held by Acquired Fund (except where investment activities of Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an asset). |
7. | The Acquired Fund Shareholders will recognize no gain or loss upon receiving Acquiring Fund Shares solely in exchange for Acquired Fund Shares. |
8. | The aggregate basis of the Acquiring Fund Shares received by an Acquired Fund Shareholder in the Reorganization will be the same as the aggregate basis of Acquired Fund Shares surrendered by the Acquired Fund Shareholder in exchange therefor. |
9. | An Acquired Fund Shareholders holding period for the Acquiring Fund Shares received by the Acquired Fund Shareholder in the Reorganization will include the holding period during which the Acquired Fund Shareholder held Acquired Fund Shares surrendered in exchange therefor, provided that the Acquired Fund Shareholder held such shares as a capital asset on the date of Reorganization. |
Dechert LLP
![]() |
Page 4
Goldman Sachs Enhanced Income Fund Goldman Sachs High Quality Floating Rate Fund |
We express no opinion as to the federal income tax consequences of the Reorganization except as expressly set forth above, or as to any transaction except those consummated in accordance with the Plan. Without limiting the foregoing, we express no opinion as to the federal income tax consequences of the Reorganization to Acquired Fund with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.
We hereby consent to the filing of this opinion as an exhibit to the Form N-14 and to all references to our firm therein.
Very truly yours, |
/s/ Dechert LLP |
Dechert LLP