As filed with the Securities and Exchange Commission on February 27, 2009

1933 Act Registration No. 33-17619
1940 Act Registration No. 811-05349

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 þ

Pre-Effective Amendment No.                      o

Post-Effective Amendment No. 217 þ

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 þ

Amendment No. 218 þ

(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

PETER V. BONANNO, ESQ.
Goldman, Sachs & Co.
One New York Plaza — 37 ^th Floor
New York, New York 10004
(Name and Address of Agent for Service)

Copies to:
JACK W. MURPHY, ESQ.
Dechert LLP
1775 I Street NW
Washington, D.C. 20006-2401

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)

þ		immediately upon filing pursuant to paragraph (b)
o		on (date) pursuant to paragraph (b)
o		60 days after filing pursuant to paragraph (a)(1)
o		on (date) pursuant to paragraph (a)(1)
o		75 days after filing pursuant to paragraph (a)(2)
o		on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

o

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 

Title of Securities Being Registered:

Class A, Class B, Class C, Class R, Class IR, Institutional and Service Shares of the Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Structured Small Cap Equity Fund, Goldman Sachs Structured Small Cap Value Fund, Goldman Sachs Structured Small Cap Growth Fund, Goldman Sachs Structured International Equity Fund and Goldman Sachs Strategic International Equity Fund.

Class A, Class B, Class C, Institutional and Service Shares of the Goldman Sachs Balanced Fund, Goldman Sachs Concentrated International Equity Fund, Goldman Sachs International Small Cap Fund and Goldman Sachs Emerging Markets Equity Fund.

Class A, Class C, Institutional, Class R and Class IR Shares of the Goldman Sachs Structured International Equity Flex Fund.

Class A, Class B, Class C and Institutional Shares of the Goldman Sachs Asia Equity Fund.

Class A, Class C and Institutional Shares of the Goldman Sachs BRIC (Brazil, Russia, India, China) Fund, Goldman Sachs Concentrated Emerging Markets Equity Fund, Structured International Small Cap Fund and Structured Emerging Markets Equity Fund.

 

General Investment
Management Approach

 

Goldman Sachs Asset Management, L.P. (“GSAM”) serves as investment adviser to the Balanced, Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Value, Structured Small Cap Equity and Structured Small Cap Growth Funds (each a “Fund”, and collectively the “Funds”). GSAM is referred to in this Prospectus as the “Investment Adviser.”

 

     QUANTITATIVE STYLE FUNDS 

 

GSAM’s Quantitative Investment Philosophy:

GSAM’s quantitative style of funds management emphasizes the three building blocks of active management: fundamentally-based stock selection , careful portfolio construction and efficient implementation.

 

     GOLDMAN SACHS STRUCTURED FUNDS 

 

Step 1: Stock Selection

The Investment Adviser attempts to forecast expected returns on approximately 10,000 stocks on a daily basis using proprietary CORE ^sm (“Computer-Optimized, Research-Enhanced”) models developed by the Quantitative Investment Strategies (“QIS”) group. These models are based on six investment themes—Valuation, Profitability, Quality, Management, Momentum and Sentiment. The Valuation theme attempts to capture potential mispricings of securities, typically by comparing a measure of the company’s intrinsic value to its market value. Profitability assesses whether the company is earning more than its cost of capital. Quality evaluates whether the company’s earnings are coming from more persistent, cash-based sources, as opposed to accruals. Management assesses the characteristics, policies and strategic decisions of company management. Momentum seeks to predict drifts in stock prices caused by under-reaction to company-specific information. Finally, the Sentiment theme reflects selected investment views and decisions of individuals and financial intermediaries.

 

Step 2: Portfolio Construction

The Investment Adviser uses a proprietary risk model to help manage the expected deviation of the portfolio’s returns from those of the benchmark. The model attempts to identify and measure the comparative risks between equity investments as accurately as possible by including all the above themes used in the return model, as well as several other factors associated with risk but not return. In this process, the Investment Adviser seeks to manage risk by maintaining characteristics such as

 

size and sector weights close to the benchmark as well as limiting the size of individual stock positions while seeking to maximize expected excess returns by overweighting stocks with positive characteristics identified in the return models and underweighting stocks with negative characteristics relative to their benchmark weights. A computer optimizer evaluates many different security combinations (considering many possible weightings) in an effort to construct the most efficient risk/return portfolio given each Fund’s benchmark.

 

Step 3: Efficient Implementation

The portfolio management team considers transaction costs at each step of the investment process. The team incorporates expected portfolio turnover when assigning weights to the variables in the return model. The team also takes account of expected execution costs into portfolio construction and evaluates multiple trading options. The team then selects the trading strategy it believes will minimize the total transaction costs to the Funds.

 

 

Goldman Sachs Structured Funds are fully invested, broadly diversified and offer consistent overall portfolio characteristics. They may serve as good foundations on which to build a portfolio.

 

 

References in this Prospectus to a Fund’s benchmark are for informational purposes only, and unless otherwise noted are not an indication of how a particular Fund is managed.

 

Fund Investment Objectives
and Strategies

 

 

 

 

Goldman Sachs
Balanced Fund continued

 

also be expected to fluctuate in accordance with factors such as prevailing interest rates and the percentage of the Fund’s assets invested in fixed income securities.

 

It is anticipated that, under normal circumstances, the Fund’s portfolio turnover rate will exceed 100%. The Investment Adviser will not consider the Fund’s portfolio turnover rate a limiting factor in making investment decisions for the Fund.

 

Equity Investments.  The Fund invests, under normal circumstances, between 50% and 70% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity securities. Generally, the Fund will make equity investments in large-cap U.S. issuers (including foreign issuers that are traded in the United States) with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of the S&P 500 Index at the time of investment. Normally, the Fund will seek to hold certain of the higher dividend paying stocks within respective industries and sectors while still maintaining industry and sector weights that are similar to those of the S&P 500 Index. The Investment Adviser will use proprietary quantitative techniques, including a risk model, and a transactions cost model, in managing the Fund’s equity investments.

 

For the Fund, the Investment Adviser’s quantitative style of funds management emphasizes two building blocks of active management: careful portfolio construction and efficient implementation.

 

Step 1: Portfolio Construction

The Investment Adviser uses a proprietary risk model which attempts to identify and measure the comparative risks between equity investments as accurately as possible. In this process, the Investment Adviser seeks to manage risk by overweighting stocks with higher dividend yields and underweighting stocks with lower dividend yields relative to their benchmark weights, while maintaining other characteristics such as size and sector weights close to the benchmark. Thus, the resulting portfolio tends to favor the higher dividend paying stocks within each industry, but still maintains industry weights that generally resemble the industry weights in the S&P 500 Index. The constraint that the portfolio should have industry weights similar to the benchmark is intended to avoid relative overweighting of certain industries, such as Tobacco, Utilities and Financial Services, that tend to have higher dividend yields. A computer optimizer evaluates many different security combinations (considering many possible weightings) in an effort to

FUND INVESTMENT OBJECTIVES AND STRATEGIES

construct the most efficient risk/return portfolio given the Fund’s equity benchmark.

 

Step 2: Efficient Implementation

The equity portfolio management team considers transaction costs at each step of the investment process. The team factors expected execution costs into portfolio construction and evaluates multiple trading options. The team then selects the trading strategy it believes will minimize the total transaction costs to the Fund.

 

Fixed Income Securities.  The Fund invests at least 25% of its Total Assets in senior fixed income securities. Generally, “senior” fixed income securities are securities that are not subordinated to other securities issued by an issuer.

 

The Fund’s fixed income securities primarily include:

 

Other.  The Fund may also engage in forward foreign currency transactions for both speculative and hedging purposes. The Fund may invest up to 20% of its Total Assets (measured at the time of investment) in foreign securities, including up to 15% of its Total Assets in obligations of issuers in countries with emerging markets or economies (“emerging countries”). The Fund may invest up to 25% of its Total Assets (measured at the time of investment) in non-U.S. dollar denominated obligations (hedged or unhedged against currency risk). Additionally, exposure to non-U.S. currencies (unhedged against currency risk) will not exceed 25% of the Fund’s Total Assets. In pursuing its investment objective, the Fund uses the Barclays Capital Aggregate Bond Index as its performance benchmark, but the Fund will not attempt to replicate the Index.

 

 

 

 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

 

As discussed in “General Investment Management Approach,” the Fund’s investments are selected using a variety of quantitative techniques, derived from fundamental research, including but not limited to valuation, momentum, profitability and earnings quality in seeking to maximize the Fund’s expected return. The Fund maintains risk, style, capitalization and industry characteristics similar to the Russell 1000 ^® Value Index. The benchmark generally consists of companies with above average capitalizations, low earnings growth expectations and above average dividend yields. The Fund seeks to maximize expected return while maintaining these and other characteristics similar to the benchmark.

 

Other.  The Fund’s investments in fixed income securities are limited to securities that are considered cash equivalents.

 

 

 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

 

 

 

Goldman Sachs
Structured Large Cap Growth Fund continued

 

 

As described in the “General Investment Management Approach,” the Fund’s investments are selected using a variety of quantitative techniques, derived from fundamental research, including but not limited to valuation, momentum, profitability and earnings quality in seeking to maximize the Fund’s expected return. The Fund maintains risk, style, capitalization and industry characteristics similar to the Russell 1000 ^® Growth Index. The benchmark generally consists of companies with above average capitalization and earnings growth expectations and below average dividend yields. The Fund seeks to maximize expected return while maintaining these and other characteristics similar to the benchmark.

 

Other.  The Fund’s investments in fixed income securities are limited to securities that are considered cash equivalents.

FUND INVESTMENT OBJECTIVES AND STRATEGIES

 

 

 

Goldman Sachs
Structured Small Cap Value Fund continued

 

profitability and earnings quality, in seeking to maximize the Fund’s expected return. The Fund maintains risk, style, capitalization and industry characteristics similar to the Russell 2000 ^® Value Index. The index is designed to represent an investable universe of small cap companies with lower than average price to book ratios and lower earnings growth expectations. The Fund seeks to maximize expected return while maintaining these and other characteristics similar to the benchmark.

 

Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered cash equivalents.

FUND INVESTMENT OBJECTIVES AND STRATEGIES

 

 

 

Goldman Sachs
Structured Small Cap Equity Fund continued

 

 

As discussed in “General Investment Management Approach,” the Fund’s investments are selected using a variety of quantitative techniques, derived from fundamental research, including but not limited to valuation, momentum, profitability and earnings quality in seeking to maximize the Fund’s expected return. The Fund maintains risk, style, capitalization and industry characteristics similar to the Russell 2000 ^® Index. The Russell 2000 Index is an index designed to represent an investable universe of small cap companies. The Fund seeks to maximize expected return while maintaining these and other characteristics similar to the benchmark.

 

Other.  The Fund’s investments in fixed income securities are limited to securities that are considered cash equivalents.

FUND INVESTMENT OBJECTIVES AND STRATEGIES

 

 

 

Goldman Sachs
Structured Small Cap Growth Fund continued

 

Russell 2000 ^® Growth Index. The index is designed to represent an investable universe of small cap companies with above average price to book ratios and earnings growth expectations. The Fund seeks to maximize expected return while maintaining these and other characteristics similar to the benchmark.

 

Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered cash equivalents.

 

Other Investment Practices
and Securities

 

The following tables identify some of the investment techniques that may (but are not required to) be used by the Funds in seeking to achieve their investment objectives. The tables also highlight the differences and similarities among the Funds in their use of these techniques and other investment practices and investment securities. Numbers in the tables show allowable usage only; for actual usage, consult the Funds’ annual/semi-annual report. For more information about these and other investment practices and securities, see Appendix A. Each Fund publishes on its website (http://www.goldmansachsfunds.com) complete portfolio holdings for the Fund as of the end of each fiscal quarter subject to a 45 calendar-day lag between the date of the information and the date on which the information is disclosed. The Funds may however, at their discretion, publish these holdings earlier than 45 calendar days, if deemed necessary by the Funds. In addition, the Funds publish on their website quarter-end top ten holdings subject to a 10 calendar-day lag between the date of the information and the date on which the information is disclosed. This information will be available on the website until the date on which a Fund files its next quarterly portfolio holdings report on Form N-CSR or Form N-Q with the SEC. In addition, a description of a Fund’s policies and procedures with respect to the disclosure of a Fund’s portfolio holdings is available in the Funds’ Statement of Additional Information (“SAI”).

 

OTHER INVESTMENT PRACTICES AND SECURITIES

 

 

Principal Risks of the Funds

 

Loss of money is a risk of investing in each Fund. An investment in a Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The following summarizes the principal risks that apply to the Funds and may result in a loss of your investment. None of the Funds should be relied upon as a complete investment program. There can be no assurance that a Fund will achieve its investment objective.

 

PRINCIPAL RISKS OF THE FUNDS

 

 

All Funds:

 

 

Funds that invest in non-investment grade fixed income securities, small and mid-capitalization stocks, REITs and emerging country issuers will be especially subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities within a particular investment category, will shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions whether or not accurate.

 

Liquidity risk may also refer to the risk that a Fund will not be able to pay redemption proceeds within the time period stated in this Prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests a Fund may be forced to sell securities, at an unfavorable time and/or unfavorable conditions. Although a Fund reserves the right to meet redemption requests through in-kind distributions, to date no Fund has historically paid redemptions in kind. While a Fund may pay redemptions in kind in the future, a Fund may instead choose to raise cash to meet redemption requests through sales of portfolio securities or permissible borrowings, even if doing so may have a negative impact on remaining shareholders.

 

Certain shareholders, including clients or affiliates of the Investment Adviser and/or other funds managed by the Investment Adviser, may from time to time own or control a significant percentage of a Fund’s shares. Redemptions by these shareholders of their shares of the Fund may further increase the Fund’s liquidity risk and may impact the Fund’s NAV. These shareholders may include, for example, institutional investors, funds of funds, discretionary advisory clients, and other shareholders whose buy-sell decisions are controlled by a centralized decision-maker.

PRINCIPAL RISKS OF THE FUNDS

 

 

Specific Funds:

 

 

More information about the Funds’ portfolio securities and investment techniques, and their associated risks, is provided in Appendix A. You should consider the investment risks discussed in this section and in Appendix A. Both are important to your investment choice.

 

Fund Performance

 

     HOW THE FUNDS HAVE PERFORMED 

 

The bar charts and tables on the following pages provide an indication of the risks of investing in a Fund by showing: (a) changes in the performance of a Fund’s Class A Shares from year to year; and (b) how the average annual total returns of a Fund’s Class A, B and C Shares compare to those of broad-based securities market indices. The bar charts (including “Best Quarter” and “Worst Quarter” information) and tables assume reinvestment of dividends and distributions. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

 

The average annual total return calculation reflects a maximum initial sales charge of 5.5% for Class A Shares, the assumed contingent deferred sales charge (“CDSC”) for Class B Shares (5% maximum declining to 0% after six years), and the assumed CDSC for Class C Shares (1% if redeemed within 12 months of purchase). The bar charts (including “Best Quarter” and “Worst Quarter” information) do not reflect the sales loads applicable to Class A Shares. If the sales loads were reflected, returns would be less. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.

 

The Structured Small Cap Value Fund and Structured Small Cap Growth Fund first began operations as the AXA Enterprise Small Company Value Fund and AXA Enterprise Small Company Growth Fund of the AXA Enterprise Funds Trust (each a “Predecessor Fund”), respectively. Each Predecessor Fund was reorganized as a new portfolio of the Goldman Sachs Trust on June 25, 2007. Performance of each Predecessor Fund is not shown because as part of the reorganization each Predecessor Fund changed its investment adviser to GSAM.

 

     INFORMATION ON AFTER-TAX RETURNS 

 

These definitions apply to the after-tax returns.

 

Average Annual Total Returns Before Taxes.  These returns do not reflect taxes on distributions on a Fund’s Class A Shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by you.

 

Average Annual Total Returns After Taxes on Distributions.  These returns assume that taxes are paid on distributions on a Fund’s Class A Shares

(i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.

 

Average Annual Total Returns After Taxes on Distributions and Sale of Shares.  These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).

 

Note on Tax Rates.  The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

FUND PERFORMANCE

 

 

 

FUND PERFORMANCE

 

 

 

 

 

FUND PERFORMANCE

 

 

 

 

 

FUND PERFORMANCE

 

 

 

 

 

 

Fund Fees and Expenses
(Class A, B and C Shares)

 

This table describes the fees and expenses that you would pay if you buy and hold Class A, Class B or Class C Shares of a Fund.

 

See pages 42-43 for all other footnotes.

 

 

 

 

Fund Fees and Expenses continued

See pages 42-43 for all other footnotes.

 

 

FUND FEES AND EXPENSES