Form 485BXT GOLDMAN SACHS TRUST
As filed with the Securities and Exchange Commission on June 23, 2026
1933 Act Registration No. 033-17619
1940 Act Registration No. 811-05349
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
| THE SECURITIES ACT OF 1933 | ☒ | |||
| Pre-Effective Amendment No. ___ | ☐ | |||
| Post-Effective Amendment No. 963 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
| THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |||
| Amendment No. 964 | ☒ |
(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
ROBERT GRIFFITH, 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 |
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of the registration statement
It is proposed that this filing will become effective (check appropriate box)
| ☐ | immediately upon filing pursuant to paragraph (b) |
| ☒ | On June 26, 2026, pursuant to paragraph (b) |
| ☐ | 60 days after filing pursuant to paragraph (a)(1) |
| ☐ | on (date) pursuant to paragraph (a)(1) |
| ☐ | 75 days after filing pursuant to paragraph (a)(2) |
| ☐ | on (date) pursuant to paragraph (a)(2) of rule 485. |
If appropriate, check the following box:
| ☒ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Title of Securities Being Registered:
Investor Shares of the Goldman Sachs Global Managed Beta Fund.
Explanatory Note
Post-Effective Amendment No. 957 (the “Amendment”) to the Registration Statement of Goldman Sachs Trust was filed pursuant to Rule 485(a)(1) under the Securities Act of 1933 on April 24, 2026, to register Investor Shares of the Goldman Sachs Global Managed Beta Fund. Pursuant to Rule 485(a)(1), the Amendment would have become effective on June 23, 2026. This Post-Effective Amendment No. 963 is being filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating June 26, 2026, as the new date upon which the Amendment shall become effective. This Post-Effective Amendment No. 963 incorporates by reference the information contained in Parts A and B of the Amendment. Part C is filed herewith.
PART C: OTHER INFORMATION
Item 28. Exhibits
Item 29. Persons Controlled by or Under Common Control with the Fund
Goldman Sachs Tactical Tilt Overlay Fund, a series of the Registrant, wholly owns and controls Cayman Commodity-TTIF, LLC (the “TTIF Subsidiary”), a company organized under the laws of the Cayman Islands. The TTIF Subsidiary’s financial statements will be included on a consolidated basis in the Tactical Tilt Overlay Fund’s Form N-CSR.
Goldman Sachs Absolute Return Tracker Fund, a series of the Registrant, wholly owns and controls Cayman Commodity-ART, LLC (the “ART Subsidiary”), a company organized under the laws of the Cayman Islands. The ART Subsidiary’s financial statements will be included on a consolidated basis in the Absolute Return Tracker Fund’s Form N-CSR.
Goldman Sachs Commodity Strategy Fund, a series of the Registrant, wholly owns and controls Cayman Commodity-CSF, Ltd. (the “CSF Subsidiary”), a company organized under the laws of the Cayman Islands. The Commodity Subsidiary’s financial statements will be included on a consolidated basis in the Commodity Strategy Fund’s Form N-CSR.
Goldman Sachs Managed Futures Strategy Fund, a series of the Registrant, wholly owns and controls Cayman Commodity-MFS, LLC (the “MFS Subsidiary”), a company organized under the laws of the Cayman Islands. The MFS Subsidiary’s financial statements will be included on a consolidated basis in the Managed Futures Strategy Fund’s Form N-CSR.
Goldman Sachs Strategic Factor Allocation Fund, a series of the Registrant, wholly owns and controls Cayman Commodity-SFA, LLC (the “SFA Subsidiary”), a company organized under the laws of the Cayman Islands. The SFA Subsidiary’s financial statements will be included on a consolidated basis in the Strategic Factor Allocation Fund’s Form N-CSR.
Goldman Sachs Strategic Volatility Premium Fund, a series of the Registrant, wholly owns and controls Cayman Commodity-SVP, LLC (the “SVP Subsidiary”), a company organized under the laws of the Cayman Islands. The SVP Subsidiary’s financial statements will be included on a consolidated basis in the Strategic Volatility Premium Fund’s Form N-CSR.
Goldman Sachs Global Managed Beta Fund, a series of the Registrant, wholly owns and controls Cayman Commodity-GMB, LLC (the “GMB Subsidiary”), a company organized under the laws of the Cayman Islands. The GMB Subsidiary’s financial statements will be included on a consolidated basis in the Global Managed Beta Fund’s Form N-CSR.
Item 30. 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 (a)(1).
The Management Agreements provide that the applicable 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 Agreements. Section 7 of the Management Agreements on behalf of Goldman Sachs Short Duration Government Fund provides that Goldman Sachs Short Duration Government Fund will indemnify the Adviser against certain liabilities; provided, however, that such indemnification does not apply to any loss by reason of its willful misfeasance, bad faith or gross negligence or the Adviser’s reckless disregard of its obligation under the Management Agreements. The Management Agreements are incorporated by reference as Exhibits (d)(1), (d)(2), (d)(3), (d)(4), (d)(5), (d)(6) and (d)(21).
Section 14 of the Sub-Advisory Agreement between Goldman Sachs Asset Management, L.P. (the “Investment Adviser”) and CoreCommodity Management, LLC (the “Sub-Adviser”) with respect to Goldman Sachs Commodity Strategy Fund (the “Fund”) provides that the Sub-Adviser will not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) suffered by the Investment Adviser or the Trust as a result of any error of judgment by the Sub-Adviser with respect to the Fund, except that the Sub-Adviser will remain liable for, and will indemnify the Trust, the Investment Adviser and their affiliated persons against, any losses suffered (a) as a result of the willful misconduct, bad faith, fraud, negligence or breach of fiduciary duty by the Sub-Adviser; (b) as a result of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund, or any material fact omitted therefrom, if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser; (c) as a result of the failure of the Sub-Adviser to execute portfolio transactions according to the requirements of applicable law; (d) as a result of any failure by the Sub-Adviser to exercise the standard of care set forth in the Sub-Advisory Agreement; or (e) any breach of the Sub-Advisory Agreement or any representation or warranty contained therein. The Sub-Advisory Agreement is incorporated by reference as Exhibit (d)(9).
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 (e)(1) and (h)(4) respectively, to the Registrant’s Registration Statement.
Fund and trustees and officers liability policies purchased jointly by the Registrant and other registered investment companies for which the trustees and officers serve as such 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 31. Business and Other Connections of Investment Advisers
Goldman Sachs Asset Management, L.P. (“GSAM”) and Goldman Sachs Asset Management International (“GSAMI”) are indirect, wholly-owned subsidiaries of The Goldman Sachs Group, Inc. and serve as investment advisers to the Registrant. GSAM and GSAMI are engaged in the investment advisory business. GSAM and GSAMI are part of The Goldman Sachs Group, Inc., a public company that is a bank holding company, financial holding company and a worldwide, full-service financial services organization. GSAM Holdings LLC is the general partner and principal owner of GSAM. Information about the officers and partners of GSAM and officers and directors of GSAMI is included in their Forms ADV filed with the Commission (registration numbers 801-37591 and 801-38157, respectively) and is incorporated herein by reference.
CoreCommodity Management, LLC (“CoreCommodity”) serves as sub-adviser to Goldman Sachs Commodity Strategy Fund. CoreCommodity is primarily engaged in the investment management business. Information about the officers and directors of CoreCommodity is included in its Form ADV filed with the Commission (registration number 801-65436) and is incorporated herein by reference.
Item 32. Principal Underwriters
| (a) | Goldman Sachs & Co. LLC or an affiliate or a division thereof currently serves as distributor for shares of Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust, Goldman Sachs Trust II and GS Real Estate Diversified Income Fund. Goldman Sachs & Co. LLC, or a division thereof currently serves as administrator and distributor of the units or shares of The Commerce Funds. | |
| (b) | Set forth below is certain information pertaining to the Managing Directors of Goldman Sachs & Co. LLC, the Registrant’s principal underwriter, who are members of The Goldman Sachs Group, Inc.’s Management Committee. None of the members of the management committee holds a position or office with the Registrant. | |
GOLDMAN SACHS MANAGEMENT COMMITTEE
| Name and Principal Business Address |
Position with Goldman Sachs & Co. LLC | |
| David M. Solomon (1) | Chairman and Chief Executive Officer | |
| John E. Waldron (1) | President and Chief Operating Officer | |
| Denis Coleman (1) | Chief Financial Officer | |
| Richard A. Friedman (1) | Chairman of the Asset Management Division | |
| Richard J. Gnodde (2) Hidehiro Imatsu (3) Rob Kaplan (6) |
Chief Executive Officer of Goldman Sachs International President and Representative Director of Goldman Sachs Japan Co., Ltd. Vice Chairman of Goldman Sachs | |
| John F.W. Rogers (1) Russell Horwitz (1) |
Executive Vice President, Secretary to Board of Directors Chief of Staff | |
| Ashok Varadhan (1) | Co-Head of Global Banking & Markets Division | |
| Marc Nachmann (2) | Global Head Asset & Wealth Management | |
| Jacqueline Arthur (1) | Global Head of Human Capital Management | |
| Dan Dees (5) | Co-Head of Global Banking & Markets Division | |
| Brian J. Lee (1) | Chief Risk Officer | |
| Asahi Pompey (1) | Global Head of Corporate Engagement and President of the Goldman Sachs Foundation | |
| Marco Argenti (1) | Chief Information Officer | |
| Kathryn Ruemmler (1) | Chief Legal Officer and General Counsel | |
| Tucker York (1) | Global Head of Goldman Sachs Wealth Management | |
| Jan Hatzius (1) | Head of the Global Investment Research Division and Chief Economist of Goldman Sachs | |
| Sheara J. Fredman (1) | Chief Accounting Officer and Goldman’s Controller | |
| Ericka Leslie (1) | Chief Operating Officer of Global Banking & Markets and Global Head of Global Banking & Markets Operations and Engineering | |
| Kevin Sneader (4) | President of Asia Pacific Ex-Japan | |
| Jared Cohen (1) | Co-Head of the Goldman Sachs Global Institute and President of Global Affairs | |
| Carey Halio (1) | Global Treasurer of Goldman Sachs |
| (1) | 200 West Street, New York, NY 10282 |
| (2) | Peterborough Court, 133 Fleet Street, London EC4A 2BB, England |
| (3) | 12-32, Akasaka I-chome, Minato-Ku, Tokyo 107-6006, Japan |
| (4) | 68th Floor, Cheun Kong Center, 2 Queens Road Central, Hong Kong, China |
| (5) | Fox Plaza, Suite 2600, 2121 Avenue of the Stars, Los Angeles, CA 90067 |
| (6) | 2001 Ross Ave, Dallas, TX 75201 |
Item 33. Location of Accounts and Records
The Agreement and Declaration of Trust, Amended and Restated By-laws and minute books of the Registrant and certain investment adviser records are in the physical possession of Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282. All other accounts, books and other documents required to be maintained under Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are in the physical possession of State Street Bank and Trust Company, State Street Financial Center, One Congress Street, Boston, Massachusetts 02114, The Bank of New York, 240 Greenwich Street, New York, New York 10286 and JP Morgan Chase Bank, N.A., 270 Park Avenue, New York, New York 10017, except for certain transfer agency records which are maintained by Goldman Sachs & Co. LLC, 71 South Wacker Drive, Chicago, Illinois 60606.
Item 34. Management Services
Not applicable
Item 35. Undertakings
Not applicable
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 963 under Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 963 to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City and State of New York on the 23rd day of June, 2026.
| GOLDMAN SACHS TRUST | ||
| (A Delaware statutory trust) | ||
| By: | /s/ Robert Griffith | |
| Robert Griffith | ||
| 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, Principal Executive Officer and Trustee | June 23, 2026 | ||
| James A. McNamara | ||||
| 1Joseph F. DiMaria |
Treasurer, Principal Financial Officer and Principal Accounting | June 23, 2026 | ||
| Joseph F. DiMaria | Officer | |||
| 1Gregory G. Weaver |
Chair and Trustee | June 23, 2026 | ||
| Gregory G. Weaver | ||||
| 1Cheryl K. Beebe |
Trustee | June 23, 2026 | ||
| Cheryl K. Beebe | ||||
| 1Dwight L. Bush |
Trustee | June 23, 2026 | ||
| Dwight L. Bush | ||||
| 1Kathryn A. Cassidy |
Trustee | June 23, 2026 | ||
| Kathryn A. Cassidy | ||||
| 1John G. Chou |
Trustee | June 23, 2026 | ||
| John G. Chou | ||||
| 1Joaquin Delgado |
Trustee | June 23, 2026 | ||
| Joaquin Delgado | ||||
| 1Eileen H. Dowling |
Trustee | June 23, 2026 | ||
| Eileen H. Dowling | ||||
| 1Lawrence Hughes |
Trustee | June 23, 2026 | ||
| Lawrence Hughes | ||||
| 1John F. Killian |
Trustee | June 23, 2026 | ||
| John F. Killian | ||||
| 1Steven D. Krichmar |
Trustee | June 23, 2026 | ||
| Steven D. Krichmar | ||||
| 1Michael Latham |
Trustee | June 23, 2026 | ||
| Michael Latham | ||||
| 1Lawrence W. Stranghoener |
Trustee | June 23, 2026 | ||
| Lawrence W. Stranghoener | ||||
| 2Brian J. Wildman |
Trustee | June 23, 2026 | ||
| Brian J. Wildman | ||||
| By: |
/s/ Robert Griffith | |
| Robert Griffith, | ||
|
Attorney-In-Fact |
| 1 |
| 2 |
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 June 17, 2026.
RESOLVED, that the Trustees and Officers of the Trusts who may be required to sign the Trusts’ Registration Statements or any amendments thereto be, and each hereby is, authorized to execute a power of attorney appointing James A. McNamara, Caroline L. Kraus, Joseph F. DiMaria and Robert Griffith jointly and severally, their attorneys-in-fact, until the earlier of his or her resignation or removal as an officer of the Trusts, each with power of substitution, for said Trustees and Officers in any and all capacities to sign the Registration Statements under the Securities Act and the 1940 Act of the Trusts and any and all amendments to such Registration Statements, 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-government filings, the Trustees and Officers 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: June 23, 2026
| /s/ Robert Griffith |
| Robert Griffith, |
| Secretary |
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