0001193125-22-155798.txt : 20220520 0001193125-22-155798.hdr.sgml : 20220520 20220520122359 ACCESSION NUMBER: 0001193125-22-155798 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20220520 DATE AS OF CHANGE: 20220520 EFFECTIVENESS DATE: 20220520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS TRUST CENTRAL INDEX KEY: 0000822977 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-262186 FILM NUMBER: 22946440 BUSINESS ADDRESS: STREET 1: 71 SOUTH WACKER DRIVE STREET 2: C/O GOLDMAN SACHS & CO CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126554400 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS SHORT INTERMEDIATE GOVERNMENT FUND DATE OF NAME CHANGE: 19910711 FORMER COMPANY: FORMER CONFORMED NAME: SHORT INTERMEDIATE GOVERNMENT FUND DATE OF NAME CHANGE: 19900104 POS EX 1 d624840dposex.htm GOLDMAN SACHS TRUST Goldman Sachs Trust

As filed with the Securities and Exchange Commission on May 20, 2022

1933 Act Registration No. 333-262186

 

 

 

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. 2   ☒

(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.

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

  

BRENDEN P. CARROLL, ESQ.

Dechert LLP

1900 K Street, NW

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 International Real Estate Securities Fund, a series of Goldman Sachs Trust, with and into Goldman Sachs Global Real Estate Securities 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 Post-Effective Amendment No. 1 to the Information Statement/Prospectus and the Statement of Additional Information filed pursuant to Rule 485(b) under the Securities Act on March 10, 2022 (Accession No. 0001193125-22-070836).

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

 

(1)    (a)    Agreement and Declaration of Trust dated January 28, 1997 (incorporated by reference from Post-Effective Amendment No.  29 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 14, 1997)
   (b)    Amendment No. 1 dated April 24, 1997 to Agreement and Declaration of Trust January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 40 to the Registrant’s registration statement, SEC File No. 33-17619, filed October 16, 1997)
   (c)    Amendment No. 2 dated July 21, 1997 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 40 to the Registrant’s registration statement, SEC File No. 33-17619, filed October 16, 1997)
   (d)    Amendment No. 3 dated October 21, 1997 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 41 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 13, 1998)
   (e)    Amendment No. 4 dated January 28, 1998 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 41 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 13, 1998)
   (f)    Amendment No. 5 dated January 28, 1998 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 47 to the Registrant’s registration statement, SEC File No. 33-17619, filed October 1, 1998)

   (g)    Amendment No. 6 dated July 22, 1998 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 47 to the Registrant’s registration statement, SEC File No. 33-17619, filed October 1, 1998)
   (h)    Amendment No. 7 dated November 3, 1998 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 50 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 29, 1998)
   (i)    Amendment No. 8 dated January 22, 1999 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 52 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 12, 1999)
   (j)    Amendment No. 9 dated April 28, 1999 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 55 to the Registrant’s registration statement, SEC File No. 33-17619, filed July 16, 1999)
   (k)    Amendment No. 10 dated July 27, 1999 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 56 to the Registrant’s registration statement, SEC File No. 33-17619, filed September 16, 1999)
   (l)    Amendment No. 11 dated July 27, 1999 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 56 to the Registrant’s registration statement, SEC File No. 33-17619, filed September 16, 1999)
   (m)    Amendment No. 12 dated October 26, 1999 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 58 to the Registrant’s registration statement, SEC File No. 33-17619, filed November 22, 1999)
   (n)    Amendment No. 13 dated February 3, 2000 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 62 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 23, 2000)
   (o)    Amendment No. 14 dated April 26, 2000 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 65 to the Registrant’s registration statement, SEC File No. 33-17619, filed May 3, 2000)
   (p)    Amendment No. 15 dated August 1, 2000 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 68 to the Registrant’s registration statement, SEC File No. 33-17619, filed November 22, 2000)
   (q)    Amendment No. 16 dated January 30, 2001 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 72 to the Registrant’s registration statement, SEC File No. 33-17619, filed April 13, 2001)
   (r)    Amendment No. 17 dated April 25, 2001 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 73 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 21, 2001)
   (s)    Amendment No. 18 dated July 1, 2002 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 79 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 11, 2002)
   (t)    Amendment No. 19 dated August 1, 2002 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 79 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 11, 2002)
   (u)    Amendment No. 20 dated August 1, 2002 to Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 79 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 11, 2002)

   (v)    Amendment No. 21 dated January 29, 2003 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 81 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 19, 2003)
   (w)    Amendment No. 22 dated July 31, 2003 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 85 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 12, 2003)
   (x)    Amendment No. 23 dated October 30, 2003 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 85 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 12, 2003)
   (y)    Amendment No. 24 dated May 6, 2004 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from the Registrant’s Registration Statement on Form N-14 relating to the Registrant’s acquisition of the Golden Oak®  Family of Funds, SEC File No. 333-117561, filed July 22, 2004)
   (z)    Amendment No. 25 dated April 21, 2004 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 93 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 23, 2004)
   (aa)    Amendment No. 26 dated November 4, 2004 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 93 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 23, 2004)
   (bb)    Amendment No. 27 dated February 10, 2005 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 103 to the Registrant’s registration statement, SEC File No. 33-17619, filed June 17, 2005)
   (cc)    Amendment No. 28 dated May 12, 2005 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 112 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 7, 2005)
   (dd)    Amendment No. 29 dated June 16, 2005 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 112 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 7, 2005)
   (ee)    Amendment No. 30 dated August 4, 2005 to the Agreement and Declaration of Trust dated January  28, 1977 (incorporated by reference from Post-Effective Amendment No. 112 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 7, 2005)
   (ff)    Amendment No. 31 dated November 2, 2005 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 127 to the Registrant’s registration statement, SEC File No. 33-17619, filed May 26, 2006)
   (gg)    Amendment No. 32 dated December 14, 2005 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 114 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 29, 2005)
   (hh)    Amendment No. 33 dated March 16, 2006 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 127 to the Registrant’s registration statement, SEC File No. 33-17619, filed May 26, 2006)
   (ii)    Amendment No. 34 dated March 16, 2006 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 127 to the Registrant’s registration statement, SEC File No. 33-17619, filed May 26, 2006)
   (jj)    Amendment No. 35 dated May 11, 2006 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 133 to the Registrant’s registration statement, SEC File No. 33-17619, filed August 18, 2006)

   (kk)    Amendment No. 36 dated June 15, 2006 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 129 to the Registrant’s registration statement, SEC File No. 33-17619, filed June 23, 2006)
   (ll)    Amendment No. 37 dated August 10, 2006 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 143 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 21, 2006)
   (mm)    Amendment No. 38 dated November 9, 2006 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 143 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 21, 2006)
   (nn)    Amendment No. 39 dated December 14, 2006 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 159 to the Registrant’s registration statement, SEC File No. 33-17619, filed June 12, 2007)
   (oo)    Amendment No. 40 dated December 14, 2006 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 159 to the Registrant’s registration statement, SEC File No. 33-17619, filed June 12, 2007)
   (pp)    Amendment No. 41 dated February 8, 2007 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 159 to the Registrant’s registration statement, SEC File No. 33-17619, filed June 12, 2007)
   (qq)    Amendment No. 42 dated March 15, 2007 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 159 to the Registrant’s registration statement, SEC File No. 33-17619, filed June 12, 2007)
   (rr)    Amendment No. 43 dated May 10, 2007 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 159 to the Registrant’s registration statement, SEC File No. 33-17619, filed June 12, 2007)
   (ss)    Amendment No. 44 dated June 13, 2007 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 162 to the Registrant’s registration statement, SEC File No. 33-17619, filed August 14, 2007)
   (tt)    Amendment No. 45 dated June 13, 2007 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 173 to the Registrant’s registration statement, SEC File No. 33-17619, filed November 27, 2007)
   (uu)    Amendment No. 46 dated November 8, 2007 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 173 to the Registrant’s registration statement, SEC File No. 33-17619, filed November 27, 2007)
   (vv)    Amendment No. 47 dated November 8, 2007 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 173 to the Registrant’s registration statement, SEC File No. 33-17619, filed November 27, 2007)
   (ww)    Amendment No. 48 dated December 13, 2007 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 183 to the Registrant’s registration statement, SEC File No. 33-17619, filed January 18, 2008)
   (xx)    Amendment No. 49 dated June 19, 2008 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 205 to the Registrant’s registration statement, SEC File No. 33-17619, filed July 29, 2008)
   (yy)    Amendment No. 50 dated August 14, 2008 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 206 to the Registrant’s registration statement, SEC File No. 33-17619, filed August 27, 2008)

   (zz)    Amendment No. 51 dated August 25, 2008 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 217 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 27, 2009)
   (aaa)    Amendment No. 52 dated November 13, 2008 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 217 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 27, 2009)
   (bbb)    Amendment No. 53 dated May 21, 2009 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 226 to the Registrant’s registration statement, SEC File No. 33-17619, filed November 24, 2009)
   (ccc)    Amendment No. 54 dated November 19, 2009 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 226 to the Registrant’s registration statement, SEC File No. 33-17619, filed November 24, 2009)
   (ddd)    Amendment No. 55 dated February 11, 2010 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 242 to the Registrant’s registration statement, SEC File No. 33-17619, filed April 30, 2010)
   (eee)    Amendment No. 56 dated May 20, 2010 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 249 to the Registrant’s registration statement, SEC File No. 33-17619, filed June 30, 2010)
   (fff)    Amendment No. 57 dated June 17, 2010 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 249 to the Registrant’s registration statement, SEC File No. 33-17619, filed June 30, 2010)
   (ggg)    Amendment No. 58 dated November 18, 2010 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 261 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 3, 2010)
   (hhh)    Amendment No. 59 dated January 5, 2011 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 270 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 16, 2011)
   (iii)    Amendment No. 60 dated February 10, 2011 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 270 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 16, 2011)
   (jjj)    Amendment No. 61 dated February 10, 2011 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 270 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 16, 2011)
   (kkk)    Amendment No. 62 dated June 16, 2011 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 285 to the Registrant’s registration statement, SEC File No. 33-17619, filed July 29, 2011)
   (lll)    Amendment No. 63 dated August 18, 2011 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 290 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 12, 2011)
   (mmm)    Amendment No. 64 dated September 27, 2011 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 291 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 16, 2011)
   (nnn)    Amendment No. 65 dated October 20, 2011 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 291 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 16, 2011)

   (ooo)    Amendment No. 66 dated December 15, 2011 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 292 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 23, 2011)
   (ppp)    Amendment No. 67 dated April 19, 2012 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 321 to the Registrant’s registration statement, SEC File No. 33-17619, filed April 27, 2012)
   (qqq)    Amendment No. 68 dated August 16, 2012 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 333 to the Registrant’s registration statement, SEC File No. 33-17619, filed September 24, 2012)
   (rrr)    Amendment No. 69 dated December 13, 2012 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 346 to the Registrant’s registration statement, SEC File No. 33-17619, filed January 28, 2013)
   (sss)    Amendment No. 70 dated February 12, 2013 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 348 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 28, 2013)
   (ttt)    Amendment No. 71 dated April 18, 2013 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 355 to the Registrant’s registration statement, SEC File No. 33-17619, filed April 30, 2013)
   (uuu)    Amendment No. 72 dated June 13, 2013 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 363 to the Registrant’s registration statement, SEC File No. 33-17619, filed July 29, 2013)
   (vvv)    Amendment No. 73 dated August 15, 2013 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 366 to the Registrant’s registration statement, SEC File No. 33-17619, filed September 12, 2013)
   (www)    Amendment No. 74 dated September 19, 2013 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 368 to the Registrant’s registration statement, SEC File No. 33-17619, filed September 26, 2013)
   (xxx)    Amendment No. 75 dated October 17, 2013 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 369 to the Registrant’s registration statement, SEC File No. 33-17619, filed October 25, 2013)
   (yyy)    Amendment No. 76 dated November 8, 2013 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 375 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 13, 2013)
   (zzz)    Amendment No. 77 dated December 19, 2013 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 376 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 26, 2013)
   (aaaa)    Amendment No. 78 dated February 11, 2014 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 393 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 21, 2014)
   (bbbb)    Amendment No. 79 dated April 10, 2014 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 414 to the Registrant’s registration statement, SEC File No. 33-17619, filed April 25, 2014)
   (cccc)    Amendment No. 80 dated August 14, 2014 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 430 to the Registrant’s registration statement, SEC File No. 33-17619, filed September 30, 2014)

   (dddd)    Amendment No. 81 dated October 16, 2014 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 432 to the Registrant’s registration statement, SEC File No. 33-17619, filed November 17, 2014)
   (eeee)    Amendment No. 82 dated December 17, 2014 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 433 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 29, 2014)
   (ffff)    Amendment No. 83 dated February 12, 2015 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 441 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 27, 2015)
   (gggg)    Amendment No. 84 dated April 16, 2015 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 455 to the Registrant’s registration statement, SEC File No. 33-17619, filed April 30, 2015)
   (hhhh)    Amendment No. 85 dated June 11, 2015 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 464 to the Registrant’s registration statement, SEC File No. 33-17619, filed June 17, 2015)
   (iiii)    Amendment No. 86 dated August 13, 2015 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Registrant’s Registration Statement on Form N-14, SEC File No. 333-206459, filed August 18, 2015)
   (jjjj)    Amendment No. 87 dated October 15, 2015 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 504 to the Registrant’s registration statement, SEC File No. 33-17619, filed October 30, 2015)
   (kkkk)    Amendment No. 88 dated December 17, 2015 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 511 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 18, 2015)
   (llll)    Amendment No. 89 dated February 11, 2016 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 526 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 26, 2016)
   (mmmm)    Amendment No. 90 dated April 14, 2016 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 551 to the Registrant’s registration statement, SEC File No. 33-17619, filed April 29, 2016)
   (nnnn)    Amendment No. 91 dated May 23, 2016 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 573 to the Registrant’s registration statement, SEC File No. 33-17619, filed July 29, 2016)
   (oooo)    Amendment No. 92 dated June 16, 2016 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 573 to the Registrant’s registration statement, SEC File No. 33-17619, filed July 29, 2016)
   (pppp)    Amendment No. 93 dated August 18, 2016 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 577 to the Registrant’s registration statement, SEC File No. 33-17619, filed August 25, 2016)
   (qqqq)    Amendment No. 94 dated December 14, 2016 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 582 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 22, 2016)
   (rrrr)    Amendment No. 95 dated February 16, 2017 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 595 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 28, 2017)

   (ssss)    Amendment No. 96 dated April 19, 2017 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 610 to the Registrant’s registration statement, SEC File No. 33-17619, filed April 27, 2017)
   (tttt)    Amendment No. 97 dated June 15, 2017 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 618 to the Registrant’s registration statement, SEC File No. 33-17619, filed June 16, 2017)
   (uuuu)    Amendment No. 98 dated August 17, 2017 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 624 to the Registrant’s registration statement, SEC File No. 33-17619, filed August 24, 2017)
   (vvvv)    Amendment No. 99 dated October 12, 2017 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 629 to the Registrant’s registration statement, SEC File No. 33-17619, filed October 13, 2017)
   (wwww)    Amendment No. 100 dated December 13, 2017 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 634 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 15, 2017)
   (xxxx)    Amendment No. 101 dated February 15, 2018 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 652 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 16, 2018)
   (yyyy)    Amendment No. 102 dated June 14, 2018 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 700 to the Registrant’s registration statement, SEC File No. 33-17619, filed June 15, 2018)
   (zzzz)    Amendment No. 103 dated October 11, 2018 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 713 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 14, 2018)
   (aaaaa)    Amendment No. 104 dated December 13, 2018 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 713 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 14, 2018)
   (bbbbb)    Amendment No. 105 dated February 13, 2019 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 745 to the Registrant’s registration statement, SEC File No. 33-17619, filed March 29, 2019)
   (ccccc)    Amendment No. 106 dated June 12, 2019 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 760 to the Registrant’s registration statement, SEC File No. 33-17619, filed July 29, 2019)
   (ddddd)    Amendment No. 107 dated August 14, 2019 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 768 to the Registrant’s registration statement, SEC File No. 33-17619, filed September 6, 2019)
   (eeeee)    Amendment No. 108 dated August 29, 2019 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 768 to the Registrant’s registration statement, SEC File No. 33-17619, filed September 6, 2019)
   (fffff)    Form of Amendment No. 109 dated February 12, 2020 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 792 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 28, 2020)
   (ggggg)    Form of Amendment No. 110 dated April 15, 2020 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 799 to the Registrant’s registration statement, SEC File No. 33-17619, filed April 29, 2020)

   (hhhhh)    Amendment No. 111 dated June 17, 2020 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 808 to the Registrant’s registration statement, SEC File No. 33-17619, filed June 26, 2020)
   (iiiii)    Amendment No. 114 dated December 16, 2020 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 835 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 26, 2021)
   (jjjjj)    Amendment No. 115 dated June 16, 2021 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 845 to the Registrant’s registration statement, SEC File No. 33-17619, filed July  29, 2021)
   (kkkkk)    Amendment No. 116 dated August 18, 2021 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 846 to the Registrant’s registration statement, SEC File No. 33-17619,  filed August 20, 2021)
   (lllll)    Amendment No. 117 dated February 9, 2022 to the Agreement and Declaration of Trust dated January  28, 1997 (incorporated by reference from Post-Effective Amendment No. 859 to the Registrant’s registration statement, SEC File No. 33-17619,  filed February 28, 2022)
(2)    Amended and Restated By-laws of Goldman Sachs Trust dated July  23, 2020 (incorporated by reference from Post-Effective Amendment No. 820 to the Registrant’s registration statement, SEC File No. 33-17619, filed September 30, 2020)
(3)    Not applicable.
(4)    Form of Agreement and Plan of Reorganization is included in Part A to this Registration Statement
(5)    Instruments defining the rights of holders of Registrant’s shares of beneficial interest (Article II, Section  10, Article IV, Section 3, Article V, Article VI, Article VII, Article IX, Section 8 and Section  9 of the Registrant’s Agreement and Declaration of Trust incorporated by reference as Exhibit (1)(a) and Article III of the Registrant’s Amended and Restated  By-Laws incorporated by reference as Exhibit (2))
(6)    (a)    Management Agreement dated April  30, 1997 between Registrant, Goldman Sachs Asset Management, L.P., Goldman Sachs Funds Management L.P. and Goldman Sachs Asset Management International (incorporated by reference from Post-Effective Amendment No.  48 to the Registrant’s registration statement, SEC File No. 33-17619, filed November 25, 1998)
   (b)    Management Agreement dated April  30, 1997 between Registrant, on behalf of Goldman Sachs High Quality Floating Rate Fund (formerly, Goldman Sachs Adjustable Rate Government Fund), and Goldman Sachs Funds Management, L.P. (incorporated by reference from Post-Effective Amendment No. 41 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 13, 1998)
   (c)    Amended Annex A dated June 17, 2020 to the Management Agreement dated April  30, 1997 between Registrant, Goldman Sachs Asset Management, L.P., Goldman Sachs Funds Management L.P. and Goldman Sachs Asset Management International (incorporated by reference from Post-Effective Amendment No.  820 to the Registrant’s registration statement, SEC File No. 33-17619, filed September 30, 2020)
   (d)    Amended Annex A dated February 10, 2021 to the Management Agreement dated April  30, 1997 between Registrant, Goldman Sachs Asset Management, L.P., Goldman Sachs Funds Management L.P. and Goldman Sachs Asset Management International (incorporated by reference from Post-Effective Amendment No.  836 to the Registrant’s registration statement, SEC File No. 33-17619, filed March 26, 2021)

   (e)    Amended and Restated Fee Reduction Commitment dated June  15, 2017 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Goldman Sachs High Quality Floating Rate Fund (formerly, Goldman Sachs Ultra-Short Duration Government Fund and Goldman Sachs Adjustable Rate Government Fund) (incorporated by reference from Post-Effective Amendment No. 620 to the Registrant’s registration statement, SEC File No. 33-17619, filed July 28, 2017)
(7)    (a)    Distribution Agreement dated April 30, 1997 (incorporated by reference from Post-Effective Amendment No.  85 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 12, 2003)
   (b)    Amended Exhibit A dated February 10, 2021 to the Distribution Agreement dated April  30, 1997 (incorporated by reference from Post-Effective Amendment No. 836 to the Registrant’s registration statement, SEC File No. 33-17619, filed March 26, 2021)
(8)    Not applicable.
(9)    (a)    Custodian Contract dated July  15, 1991, between Registrant and State Street Bank and Trust Company (incorporated by reference from Post-Effective Amendment No. 26 to the Registrant’s registration statement, SEC File No.  33-17619, filed December 29, 1995)
   (b)    Fee schedule dated April 14, 2000 relating to the Custodian Contract dated July  15, 1991 between Registrant and State Street Bank and Trust Company (Goldman Sachs Enhanced Income Fund) (incorporated by reference from Post-Effective Amendment No. 65 to the Registrant’s registration statement, SEC File No. 33-17619, filed May 3, 2000)
   (c)    Amendment dated July 2, 2001 to the Custodian Contract dated July  15, 1991 between Registrant and State Street Bank and Trust Company (incorporated by reference from Post-Effective Amendment No. 73 to the Registrant’s registration statement, SEC File No.  33-17619, filed December 21, 2001)
   (d)    Amendment dated August 1, 2001 to the Custodian Contract dated July  15, 1991 between Registrant and State Street Bank and Trust Company (incorporated by reference from Post-Effective Amendment No. 75 to the Registrant’s registration statement, SEC File No.  33-17619, filed April 15, 2002)
   (e)    Global Custody Agreement dated June  30, 2006 between Registrant and JPMorgan Chase Bank, N.A. (incorporated by reference from Post-Effective Amendment No. 149 to the Registrant’s registration statement, SEC File No.  33-17619, filed January 19, 2007)
   (f)    Letter Amendment dated December 31, 2010 to the Global Custody Agreement dated June  30, 2006 between Registrant and JPMorgan Chase Bank, N.A. (Goldman Sachs Imprint Emerging Markets Opportunities Fund (formerly, Goldman Sachs N-11 Equity Fund)) (incorporated by reference from Post-Effective Amendment No. 270 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 16, 2011)
(10)    (a)    Class A Distribution and Service Plan amended and restated as of May  5, 2004 (incorporated by reference from Post-Effective Amendment No. 93 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 23, 2004)
   (b)    Class C Distribution and Service Plan amended and restated as of February  4, 2004 (incorporated by reference from Post-Effective Amendment No. 86 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 24, 2004)
   (c)    Form of Supplemental Service Agreement on behalf of Goldman Sachs Trust relating to the Class  A Shares and Service Shares of Goldman Sachs Equity and Fixed Income Funds (incorporated by reference from Post-Effective Amendment No. 198 to the Registrant’s registration statement, SEC File No.  33-17619, filed April 28, 2008)

   (d)    Form of Supplemental Service Agreement on behalf of Goldman Sachs Trust relating to the Class  A Shares and Service Shares of Goldman Sachs Equity and Fixed Income Funds (incorporated by reference from Post-Effective Amendment No. 198 to the Registrant’s registration statement, SEC File No.  33-17619, filed April 28, 2008)
   (e)    Goldman Sachs Trust Administration Class Administration Plan amended and restated as of February  4, 2004 (incorporated by reference from Post-Effective Amendment No. 86 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 24, 2004)
   (f)    Goldman Sachs Trust Service Class Service Plan and Shareholder Administration Plan amended and restated as of February  4, 2004 (incorporated by reference from Post-Effective Amendment No. 86 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 24, 2004)
   (g)    Form of Service Agreement on behalf of Goldman Sachs Trust relating to the Institutional Class, Select Class, Preferred Class, Capital Class, Administration Class, Premier Class, Service Class, Resource Class and Cash Management Class, as applicable, of Goldman Sachs Financial Square Funds, Goldman Sachs Fixed Income Funds, Goldman Sachs Domestic Equity Funds, Goldman Sachs International Equity Funds and Goldman Sachs Fund of Funds Portfolios (incorporated by reference from Post-Effective Amendment No. 252 to the Registrant’s registration statement, SEC File No. 33-17619, filed July 29, 2010)
   (h)    Goldman Sachs Trust Service Shares Service Plan and Shareholder Administration Plan amended and restated as of December  16, 2010 (on behalf of the Goldman Sachs Financial Square Funds) (incorporated by reference from Post-Effective Amendment No. 263 to the Registrant’s registration statement, SEC File No.  33-17619, filed December 29, 2010)
   (i)    Plan in Accordance with Rule 18f-3, amended and restated as of June  16, 2021 (incorporated by reference from Post-Effective Amendment No. 842 to the Registrant’s registration statement, SEC File No. 33-17619, filed June 21, 2021)
(11)    Opinion and Consent of Dechert LLP (incorporated by reference from the Registrant’s Post-Effective Amendment No.  1 to the registration statement on Form N-14, SEC File No. 333-262186, filed March 10, 2022)
(12)    Opinion and Consent of Dechert LLP supporting the tax matters and consequences to shareholders discussed in the Information Statement/Prospectus (filed herewith)
(13)    (a)    Amended and Restated Wiring Agreement dated January 25, 1994 among Goldman Sachs & Co. LLC (formerly, Goldman, Sachs  & Co.), State Street Bank and Trust Company and The Northern Trust Company (incorporated by reference from Post-Effective Amendment No. 222 to the Registrant’s registration statement, SEC File. No.  33-17619, filed July 28, 2009)
   (b)    First Amendment dated July 18, 1994 to Amended and Restated Wiring Agreement dated January 25, 1994 among Goldman Sachs  & Co. LLC (formerly, Goldman, Sachs & Co.), State Street Bank and Trust Company and The Northern Trust Company (incorporated by reference from Post-Effective Amendment No.  222 to the Registrant’s registration statement, SEC File. No. 33-17619, filed July 28, 2009)
   (c)    Letter Agreement dated June  20, 1987 regarding use of checking account between Registrant and The Northern Trust Company (incorporated by reference from Post-Effective Amendment No.  43 to the Registrant’s registration statement, SEC File No. 33-17619, filed March 2, 1998)
   (d)    Amended and Restated Transfer Agency Agreement dated August 9, 2007 between Registrant and Goldman Sachs  & Co. LLC (formerly, Goldman, Sachs & Co.) (incorporated by reference from Post-Effective Amendment No. 175 to the Registrant’s registration statement, SEC File No.  33-17619, filed December 10, 2007)

   (e)    Amended and Restated Transfer Agency Agreement Fee Schedule dated February  10, 2021 between Registrant and Goldman Sachs & Co. LLC (incorporated by reference from Post-Effective Amendment No.  836 to the Registrant’s registration statement, SEC File No. 33-17619, filed March 26, 2021)
   (f)    Form of Retail Service Agreement on behalf of Goldman Sachs Trust relating to Class  A Shares of Goldman Sachs Asset Allocation Portfolios, Goldman Sachs Fixed Income Funds, Goldman Sachs Domestic Equity Funds and Goldman Sachs International Equity Funds (incorporated by reference from Post-Effective Amendment No.  50 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 29, 1998)
   (g)    Form of Retail Service Agreement on behalf of Goldman Sachs Trust – TPA Assistance Version relating to the Class  A Shares of Goldman Sachs Asset Allocation Portfolios, Goldman Sachs Fixed Income Funds, Goldman Sachs Domestic Equity Funds and Goldman Sachs International Equity Funds (incorporated by reference from Post-Effective Amendment No.  198 to the Registrant’s registration statement, SEC File No. 33-17619, filed April 28, 2008)
   (h)    Mutual Funds Service Agreement dated June  30, 2006 between Registrant and J.P. Morgan Investor Services Co. (incorporated by reference from Post-Effective Amendment No. 149 to the Registrant’s registration statement, SEC File No.  33-17619, filed January 19, 2007)
   (i)    Amendment dated February 4, 2019 to Mutual Funds Service Agreement dated June  30, 2006 between Registrant and J.P. Morgan Investor Services Co. (incorporated by reference from Post-Effective No. 744 to the Registrant’s registration statement, SEC File No.  33-17619, filed March 29, 2019)
   (j)    Amendment dated December 10, 2018 to the Fund Administration and Accounting Agreement dated April  5, 2011 between Registrant, Goldman Sachs Variable Insurance Trust, Goldman Sachs ETF Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No.  202 to the Goldman Sachs ETF Trust’s registration statement, SEC File No. 333-200933, filed May 10, 2019)
   (k)    Code of Ethics — Registrant, Goldman Sachs Variable Insurance Trust, Goldman Sachs Trust II, Goldman Sachs ETF Trust, Goldman Sachs BDC, Inc., Goldman Sachs Private Middle Market Credit, LLC, Goldman Sachs MLP & Energy Renaissance Fund and Goldman Sachs MLP Income Opportunities Fund dated December 11, 2017 (incorporated by reference from Post-Effective Amendment No. 651 to the Registrant’s registration statement, SEC File No. 33-17619, filed February 13, 2018)
   (l)    Code of Ethics — Goldman Sachs & Co. LLC (formerly, Goldman, Sachs  & Co.), Goldman Sachs Asset Management, L.P., Goldman Sachs Asset Management International, Goldman Sachs Hedge Fund Strategies LLC and GS Investment Strategies, LLC dated January 23, 1991, effective August  29, 2019 (incorporated by reference from Post-Effective Amendment No. 778 to the Registrant’s registration statement, SEC File No. 33-17619, filed December 20, 2019)
(14)    Consent of Independent Registered Public Accounting Firm (incorporated by reference from the Registrant’s Post-Effective Amendment No. 1 to the registration statement on Form N-14, SEC File No. 333-262186, filed March 10, 2022)
(15)    Not applicable.
(16)    Powers of Attorney for James A. McNamara, Joseph F. DiMaria, Jessica Palmer, Dwight L. Bush, Kathryn A. Cassidy, Diana M. Daniels, Joaquin Delgado, Eileen H. Dowling, Roy W. Templin and Gregory G. Weaver (incorporated by reference from Registrant’s registration statement on Form N-14, SEC No. 333-262186, filed January 14, 2022)
(17)    Not applicable.

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. 2 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 20th, day of May, 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    May 20, 2022
James A. McNamara      

1Joseph F. DiMaria

    Treasurer, Principal Financial Officer and Principal Accounting Officer    May 20, 2022
Joseph F. DiMaria      

1Jessica Palmer

    Chair and Trustee    May 20, 2022
Jessica Palmer      

1Dwight L. Bush

    Trustee    May 20, 2022
Dwight L. Bush      

1Kathryn A. Cassidy

    Trustee    May 20, 2022
Kathryn A. Cassidy      

1Diana M. Daniels

    Trustee    May 20, 2022
Diana M. Daniels      

1Joaquin Delgado

    Trustee    May 20, 2022
Joaquin Delgado      

1Eileen H. Dowling

    Trustee    May 20, 2022
Eileen H. Dowling      

1Roy W. Templin

    Trustee    May 20, 2022
Roy W. Templin      

1Gregory G. Weaver

    Trustee    May 20, 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 December 14-15, 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: May 20, 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 Information Statement/Prospectus
 EX-99.(12) 2 d624840dex9912.htm OPINION AND CONSENT OF DECHERT LLP Opinion and Consent of Dechert LLP
LOGO   

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

 

April 22, 2022

Board of Trustees

Goldman Sachs Trust

Goldman Sachs International Real Estate Securities Fund

71 South Wacker Drive

Chicago, Illinois 60606

Board of Trustees

Goldman Sachs Trust

Goldman Sachs Global Real Estate Securities 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 International Real Estate Securities Fund (“Acquired Fund”), a separate series of the Goldman Sachs Trust, a Delaware statutory trust (“Acquired Fund Trust”), and to Goldman Sachs Global Real Estate Securities 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 April 21, 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 Fund’s 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.

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Goldman Sachs Global Real Estate Securities Fund –

Goldman Sachs International Real Estate Securities 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

 

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Goldman Sachs Global Real Estate Securities Fund –

Goldman Sachs International Real Estate Securities 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 Fund’s 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 Shareholder’s 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

 

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Goldman Sachs Global Real Estate Securities Fund –

Goldman Sachs International Real Estate Securities 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

 

Dechert LLP

 

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