As filed with the Securities and Exchange Commission on August 1, 2025
1933 Act Registration No. 333-185659
1940 Act Registration No. 811-22781
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. 143 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
| THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |||
| Amendment No. 145 | ☒ |
(Check appropriate box or boxes)
GOLDMAN SACHS TRUST II
(Exact Name of Registrant as Specified in Charter)
200 West Street
New York, New York 10282
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (212) 902-1000
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. | BRENDEN P. CARROLL, ESQ. | |
| Dechert LLP | Dechert LLP | |
| 1095 Avenue of the Americas | 1900 K Street, NW | |
| New York, NY 10036 | 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 August 15, 2025 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:
Class P Shares of the Multi-Manager High Yield Bond Fund.
Explanatory Note
Post-Effective Amendment No. 142 (the “Amendment”) to the Registration Statement of Goldman Sachs Trust II was filed pursuant to Rule 485(a) under the Securities Act of 1933 on May 20, 2025 to register shares of Goldman Sachs Multi-Manager High Yield Bond Fund. Pursuant to Rule 485(a), the Amendment would have become effective on August 4, 2025. This Post-Effective Amendment No. 143 is being filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating August 15, 2025 as the new date upon which the Amendment shall become effective. This Post-Effective Amendment No. 143 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
101.INS XBRL Instance—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Labels Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
Item 29. Persons Controlled by or Under Common Control with the Fund
Goldman Sachs Multi-Manager Real Assets Strategy Fund, a series of the Registrant, wholly owns and controls Cayman Commodity-MMRA, LLC (formerly, Cayman Commodity-MMRA, Ltd.) (the “MMRA Subsidiary”), a company organized under the laws of the Cayman Islands. The MMRA Subsidiary’s financial statements will be included on a consolidated basis in the Goldman Sachs Multi-Manager Real Assets Strategy Fund’s Form N-CSR.
Goldman Sachs Multi-Strategy Alternatives Fund, a series of the Registrant, wholly owns and controls a company organized under the laws of the Cayman Islands (the “Subsidiary”), a company organized under the laws of the Cayman Islands. The Subsidiary’s financial statements will be included on a consolidated basis in the Goldman Sachs Multi-Strategy Alternatives Fund’s Form N-CSR.
Item 30. Indemnification
Article VII, Section 7.5 of the Amended and Restated Declaration of the Registrant, a Delaware statutory trust, provides for indemnification of the Trustees, officers and employees of the Registrant by the Registrant, subject to certain limitations. The Declaration of Trust is incorporated by reference to Exhibit (a).
Section 9 of the Distribution Agreement between the Registrant and Goldman Sachs & Co. LLC dated April 16, 2013, and Section 7 of the Transfer Agency Agreement between the Registrant and Goldman Sachs & Co. LLC dated April 16, 2013, provide that the Registrant will indemnify Goldman Sachs & Co. LLC against certain liabilities, subject to certain conditions. Copies of the Distribution Agreement and the Transfer Agency Agreement are incorporated by reference as Exhibits (e)(1) and (h)(1), respectively, to the Registrant’s Registration Statement.
Mutual fund and trustees and officers liability policies purchased by the Registrant 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 Adviser
Goldman Sachs Asset Management, L.P. (“GSAM”) is an indirect, wholly-owned subsidiary of The Goldman Sachs Group, Inc. and serves as investment adviser to the Registrant. GSAM is engaged in the investment advisory business. GSAM is part of The Goldman Sachs Group, Inc., a public company that is a bank holding company, financial holding company and a world-wide, 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 is included in their Form ADV filed with the Commission (registration number 801-37591) and is incorporated herein by reference.
Ares Capital Management II LLC (“Ares”) serves as sub-adviser to Goldman Sachs Multi-Manager Non-Core Fixed Income Fund. Ares is primarily engaged in the investment management business. Information about the officers and members of Ares is included in its Form ADV filed with the Commission (registration number 801-72399) and is incorporated herein by reference.
Aristotle Pacific Capital LLC (“Aristotle Pacific”) serves as sub-adviser to Goldman Sachs Multi-Manager Non-Core Fixed Income Fund. Aristotle Pacific is primarily engaged in the investment management business. Information about the officers and directors of Aristotle Pacific is included in its Form ADV filed with the Commission (registration number 801-117402) and is incorporated herein by reference.
Axiom Investors LLC (“Axiom”) serves as sub-adviser to the Goldman Sachs Multi-Manager Global Equity Fund. Axiom is primarily engaged in the investment management business. Information about the officers and members of Axiom is included in its Form ADV filed with the Commission (registration number 801-56651) and is incorporated herein by reference.
Boston Partners Global Investors, Inc. (“Boston Partners”) serves as sub-adviser to Goldman Sachs Multi-Manager Global Equity Fund and Multi-Manager U.S. Small Cap Equity Fund. Boston Partners is primarily engaged in the investment management business. Information about the officers and director of Boston Partners is included in its Form ADV filed with the Commission (registration number 801-61786) and is incorporated herein by reference.
Brigade Capital Management, LP (“Brigade”) serves as sub-adviser to Goldman Sachs Multi-Manager Non-Core Fixed Income Fund. Brigade is primarily engaged in the investment management business. Information about the officers and partners of Brigade is included in its Form ADV filed with the Commission (registration number 801-69965) and is incorporated herein by reference.
Brown Advisory LLC (“Brown”) serves as sub-adviser to Multi-Manager U.S. Small Cap Equity Fund. Brown is primarily engaged in the investment management business. Information about the officers and members of Brown is included in its Form ADV filed with the Commission (registration number 801-38826) and is incorporated herein by reference.
Causeway Capital Management LLC (“Causeway”) serves as sub-adviser to Goldman Sachs Multi-Manager Global Equity Fund and Multi-Manager International Equity Fund. Causeway is primarily engaged in the investment management business. Information about the officers and members of Causeway is included in its Form ADV filed with the Commission (registration number 801-60343) and is incorporated herein by reference.
Cohen & Steers Capital Management, Inc. (“Cohen & Steers”) serves as sub-adviser to Goldman Sachs Multi-Manager Real Assets Strategy Fund. Cohen & Steers is primarily engaged in the investment management business. Information about the officers and directors of Cohen & Steers is included in its Form ADV filed with the Commission (registration number 801-27721) and is incorporated herein by reference.
Diamond Hill Capital Management Inc. (“Diamond Hill”) serves as sub-adviser to Goldman Sachs Multi-Manager Global Equity Fund. Diamond Hill is primarily engaged in the investment management business. Information about the officers and directors of Diamond Hill is included in its Form ADV filed with the Commission (registration number 801-32176) and is incorporated herein by reference.
GQG Partners LLC (“GQG”) serves as sub-adviser to Goldman Sachs GQG Partners International Opportunities Fund. GQG is primarily engaged in the investment management business. Information about the officers and manager of GQG is included in its Form ADV filed with the Commission (registration number 801-107734) and is incorporated herein by reference.
GW&K Investment Management, LLC (“GW&K”) serves as sub-adviser to Goldman Sachs Multi-Manager Global Equity Fund. GW&K is primarily engaged in the investment management business. Information about the officers and manager of GW&K is included in its Form ADV filed with the Commission (registration number 801-61559) and is incorporated herein by reference.
Marathon Asset Management, L.P. (“Marathon”) serves as sub-adviser to Goldman Sachs Multi-Manager Non-Core Fixed Income Fund. Marathon is primarily engaged in the investment management business. Information about the officers and partners of Marathon is included in its Form ADV filed with the Commission (registration number 801-61792) and is incorporated herein by reference.
Massachusetts Financial Services Company doing business as MFS Investment Management (“MFS”) serves as sub-adviser to Goldman Sachs Multi-Manager Global Equity Fund and Multi-Manager International Equity Fund. MFS is primarily engaged in the investment management business. Information about the officers and directors of MFS is included in its Form ADV filed with the Commission (registration number 801-17352) and is incorporated herein by reference.
Ninety One North America, Inc. (“Ninety One”) serves as sub-adviser to Goldman Sachs Multi-Manager Non-Core Fixed Income Fund. Ninety One is primarily engaged in the investment management business. Information about the officers and members of Ninety One is included in its Form ADV filed with the Commission (registration number 801-80153) and is incorporated herein by reference.
PGIM Real Estate (“PRE”) serves as sub-adviser to Goldman Sachs Multi-Manager Real Assets Strategy Fund. PRE is primarily engaged in the investment management business. Information about the officers and directors of PRE is included in its Form ADV filed with the Commission (registration number 801-22808) and is incorporated herein by reference.
Principal Global Investors, LLC (“Principal”) serves as sub-adviser to Goldman Sachs Multi-Manager Global Equity Fund. Principal is primarily engaged in the investment management business. Information about the officers and members of Principal is included in its Form ADV filed with the Commission (registration number 801-55959) and is incorporated herein by reference.
Principal Real Estate Investors, LLC (“PrinREI”) serves as sub-adviser to Goldman Sachs Multi-Manager Real Assets Strategy Fund. PrinREI is primarily engaged in the investment management business. Information about the officers and members of PrinREI is included in its Form ADV filed with the Commission (registration number 801-55618) and is incorporated herein by reference.
RBC Global Asset Management (U.S.) Inc. (“RBC US”) serves as sub-adviser to Goldman Sachs Multi-Manager Non-Core Fixed Income Fund. RBC GAM-US is primarily engaged in the investment management business. Information about the officers and partners of RBC GAM-US is included in its Form ADV filed with the Commission (registration number 801-20303) and is incorporated herein by reference.
RBC Global Asset Management (UK) Limited (“RBC UK”) serves as sub-adviser to Goldman Sachs Multi-Manager Non-Core Fixed Income Fund. RBC UK is primarily engaged in the investment management business. Information about the officers and partners of RBC UK is included in its Form ADV filed with the Commission (registration number 801-78436) and is incorporated herein by reference.
RREEF America L.L.C. (“RREEF”) serves as sub-adviser to Goldman Sachs Multi-Manager Real Assets Strategy Fund. RREEF is primarily engaged in the investment management business. Information about the officers of RREEF is included in its Form ADV filed with the Commission (registration number 801-55209) and is incorporated herein by reference.
TCW Investment Management Company LLC (“TCW”) serves as sub-adviser to Goldman Sachs Multi-Manager Non-Core Fixed Income Fund. TCW is primarily engaged in the investment management business. Information about the officers and members of TCW is included in its Form ADV filed with the Commission (registration number 801-29075) and is incorporated herein by reference.
T. Rowe Price Associates, Inc. (“T. Rowe Price”) serves as sub-adviser to Goldman Sachs Multi-Manager Global Equity Fund. T. Rowe Price is primarily engaged in the investment management business. Information about the officers and members of T. Rowe Price is included in its Form ADV filed with the Commission (registration number 801-856) and is incorporated herein by reference.
Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”) serves as sub-adviser to Goldman Sachs Multi-Manager Global Equity Fund. Vaughan Nelson is primarily engaged in the investment management business. Information about the officers and partners of Vaughan Nelson is included in its Form ADV filed with the Commission (registration number 801-51795) and is incorporated herein by reference.
Victory Capital Management, Inc. (“Victory”) serves as sub-adviser to Multi-Manager U.S. Small Cap Equity Fund. Victory is primarily engaged in the investment management business. Information about the officers and principals of Victory is included in its Form ADV filed with the Commission (registration number 801-46878) and is incorporated herein by reference.
WCM Investment Management (“WCM”) serves as sub-adviser to Goldman Sachs Multi-Manager Global Equity Fund and Multi-Manager International Equity Fund. WCM is primarily engaged in the investment management business. Information about the officers of WCM is included in its Form ADV filed with the Commission (registration number 801-11916) and is incorporated herein by reference.
Wellington Management Company LLP (“Wellington”) serves as sub-adviser to Goldman Sachs Multi-Manager Global Equity Fund. Wellington is primarily engaged in the investment management business. Information about the officers and members of Wellington is included in its Form ADV field with the Commission (registration number 801-15908) and is incorporated herein by reference.
Westfield Capital Management Company, L.P. (“Westfield”) serves as sub-adviser to Goldman Sachs Multi-Manager U.S. Small Cap Equity Fund. Westfield is primarily engaged in the investment management business. Information about the officers and members of Westfield is included in its Form ADV field with the Commission (registration number 801-69413) 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 the Registrant, Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust. 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 |
| (c) | Not Applicable. |
Item 33. Location of Accounts and Records
The Agreement and Declaration of Trust, 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 Lincoln Street, Boston, MA 02111, 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 the requirements for effectiveness of this Post-Effective Amendment No. 143 under Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 143 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 1st day of August, 2025.
| GOLDMAN SACHS TRUST II | ||
| (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 (Chief Executive Officer) and Trustee | August 1, 2025 | ||
| James A. McNamara | ||||
| 1Joseph F. DiMaria |
Treasurer, Principal Financial Officer and Principal Accounting Officer | August 1, 2025 | ||
| Joseph F. DiMaria | ||||
| 1Gregory G. Weaver |
Chair and Trustee | August 1, 2025 | ||
| Gregory G. Weaver | ||||
| 1Cheryl K. Beebe |
Trustee | August 1, 2025 | ||
| Cheryl K. Beebe | ||||
| 1Dwight L. Bush |
Trustee | August 1, 2025 | ||
| Dwight L. Bush | ||||
| 1Kathryn A. Cassidy |
Trustee | August 1, 2025 | ||
| Kathryn A. Cassidy | ||||
| 1John G. Chou |
Trustee | August 1, 2025 | ||
| John G. Chou | ||||
| 1Joaquin Delgado |
Trustee | August 1, 2025 | ||
| Joaquin Delgado | ||||
| 1Eileen H. Dowling |
Trustee | August 1, 2025 | ||
| Eileen H. Dowling | ||||
| 1Lawrence Hughes |
Trustee | August 1, 2025 | ||
| Lawrence Hughes | ||||
| 1John F. Killian |
Trustee | August 1, 2025 | ||
| John F. Killian | ||||
| 1Steven D. Krichmar |
Trustee | August 1, 2025 | ||
| Steven D. Krichmar | ||||
| 1Michael Latham |
Trustee | August 1, 2025 | ||
| Michael Latham | ||||
| 1Lawrence W. Stranghoener |
Trustee | August 1, 2025 | ||
| Lawrence W. Stranghoener |
| By: | /s/ Robert Griffith | |
| Robert Griffith, | ||
| Attorney-In-Fact | ||
| 1 | Pursuant to powers of attorney previously filed. |
CERTIFICATE
The undersigned Secretary for Goldman Sachs Trust II (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 18, 2025.
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: August 1, 2025
| /s/ Robert Griffith |
| Robert Griffith, |
| Secretary |