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Goldman Sachs Trust – ‘497’ on 4/18/14

On:  Friday, 4/18/14, at 4:15pm ET   ·   Effective:  4/18/14   ·   Accession #:  1193125-14-149087   ·   File #:  333-194341

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/18/14  Goldman Sachs Trust               497         4/18/14    1:961K                                   RR Donnelley/FA
          → Goldman Sachs Income Strategies Portfolio ⇒ Class A (GXIAX) — Class C (GXICX) — Class IR (GXITX) — Class R (GXIRX) — Institutional Shares (GXIIX)
          → Goldman Sachs Satellite Strategies Portfolio ⇒ Class A (GXSAX) — Class C (GXSCX) — Class R (GXSRX) — Institutional Shares (GXSIX) — Investor Shares (GXSTX)

Document/Exhibit                   Description                      Pages   Size 

 1: 497         Goldman Sachs Trust                                 HTML    704K 

GOLDMAN SACHS INCOME STRATEGIES PORTFOLIO

71 South Wacker Drive

Chicago, Illinois 60606

April 17, 2014

Dear Shareholder:

We are writing to inform you of an important matter concerning your investment in the Goldman Sachs Income Strategies Portfolio (the “Acquired Portfolio”). At a meeting held on February 11, 2014, the Board of Trustees of the Acquired Portfolio (the “Board”) approved a reorganization pursuant to which the Acquired Portfolio will be reorganized with and into another series of the Goldman Sachs Trust – the Goldman Sachs Satellite Strategies Portfolio (the “Surviving Portfolio,” and together with the Acquired Portfolio, the “Portfolios”). Shareholders were first notified of the reorganization on February 12, 2014, in a supplement to the Acquired Portfolio’s then-current Prospectus and Summary Prospectus, each dated April 30, 2013, as supplemented.

After careful consideration, the Board, including a majority of the Trustees who are not “interested persons” of the Portfolios, as that term is defined in the Investment Company Act of 1940 (the “Independent Trustees”), approved the reorganization. After considering the recommendation of Goldman Sachs Asset Management, L.P. (“GSAM”), the investment adviser to the Portfolios, the Board, including a majority of the Independent Trustees, concluded that: (i) the reorganization will benefit the shareholders of each Portfolio; (ii) the reorganization is in the best interests of each Portfolio; and (iii) the interests of the shareholders of each Portfolio will not be diluted as a result of the reorganization.

Effective on or about May 16, 2014 (the “Closing Date”), you will own shares in the Surviving Portfolio equal in dollar value to your interest in the Acquired Portfolio on the Closing Date. No sales charge, redemption fees or other transaction fees will be imposed in the reorganization. The reorganization is intended to be a tax-free reorganization for Federal income tax purposes.

NO ACTION ON YOUR PART IS REQUIRED REGARDING THE REORGANIZATION. YOU WILL AUTOMATICALLY RECEIVE SHARES OF THE SURVIVING PORTFOLIO IN EXCHANGE FOR YOUR SHARES OF THE ACQUIRED PORTFOLIO AS OF THE CLOSING DATE. THE BOARD IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.

If you have any questions regarding the attached Information Statement/Prospectus or other materials, please contact the Acquired Portfolio at 1-800-526-7384.

By Order of the Board of Trustees of the Goldman

Sachs Trust,

James A. McNamara

President

COMBINED INFORMATION STATEMENT

FOR

GOLDMAN SACHS INCOME STRATEGIES PORTFOLIO

(a series of the GOLDMAN SACHS TRUST)

AND

PROSPECTUS FOR

GOLDMAN SACHS SATELLITE STRATEGIES PORTFOLIO

(a series of the GOLDMAN SACHS TRUST)

The address, telephone number and website of the Goldman Sachs Income Strategies Portfolio and the Goldman Sachs Satellite Strategies Portfolio is:

71 South Wacker Drive Chicago, Illinois 60606 1-800-526-7384 www.gsamfunds.com

Shares of the Goldman Sachs Satellite Strategies Portfolio have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”). The SEC has not passed upon the adequacy of this Information Statement/Prospectus. Any representation to the contrary is a criminal offense.

An investment in either the Goldman Sachs Income Strategies Portfolio (the “Acquired Portfolio”) or the Goldman Sachs Satellite Strategies Portfolio (the “Surviving Portfolio,” and together with the Acquired Portfolio, the “Portfolios”) is not a bank deposit and is not insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other government agency.

This Information Statement/Prospectus sets forth information about the Surviving Portfolio that an investor needs to know before investing. Please read this Information Statement/Prospectus carefully before investing and keep it for future reference.

The date of this Information Statement/Prospectus is April 17, 2014.

For more complete information about each Portfolio, please read the Portfolio’s Prospectus and Statement of Additional Information, as they may be amended and/or supplemented. Each Portfolio’s Prospectus and Statement of Additional Information, and other additional information about each Portfolio, have been filed with the SEC (www.sec.gov) and are available upon written or oral request and without charge by writing to the address above or calling the following toll-free number: 1-800-526-7384.

INTRODUCTION

This combined information statement/prospectus, dated April 17, 2014 (the “Information Statement/Prospectus”), is being furnished to shareholders of the Acquired Portfolio in connection with an Agreement and Plan of Reorganization between the Acquired Portfolio and the Surviving Portfolio (the “Plan”), pursuant to which the Acquired Portfolio will (i) transfer all of its assets and liabilities attributable to each class of its shares to the Surviving Portfolio in exchange for shares of the Surviving Portfolio; and (ii) distribute to its shareholders a portion of the Surviving Portfolio shares to which each shareholder is entitled (as discussed below) in complete liquidation of the Acquired Portfolio (the “Reorganization”). At a meeting held on February 11, 2014, the Board of Trustees of the Portfolios (the “Board” or “Trustees”) approved the Plan. A copy of the Plan is attached to this Information Statement/Prospectus as Exhibit A. Shareholders should read this entire Information Statement/Prospectus, including the exhibits, carefully.

After considering the recommendation of Goldman Sachs Asset Management, L.P. (“GSAM” or “Investment Adviser”), the investment adviser to the Portfolios, the Board concluded that: (i) the Reorganization will benefit the shareholders of each Portfolio; (ii) the Reorganization is in the best interests of each Portfolio; and (iii) the interests of the shareholders of each Portfolio will not be diluted as a result of the Reorganization.

NO ACTION IS REQUIRED REGARDING THE REORGANIZATION. AS DISCUSSED MORE FULLY BELOW, THE PORTFOLIOS ARE RELYING ON RULE 17A-8 UNDER THE INVESTMENT COMPANY ACT OF 1940 AND, THEREFORE, SHAREHOLDERS OF THE ACQUIRED PORTFOLIO ARE NOT BEING ASKED TO VOTE ON OR APPROVE THE PLAN. THE BOARD IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.

Background to the Reorganization

The Investment Adviser, an SEC-registered investment adviser, serves as investment adviser to both the Acquired Portfolio and the Surviving Portfolio, each an investment company registered under the Investment Company Act of 1940 (“1940 Act”). The Reorganization is a part of GSAM’s continuing effort to optimize the Goldman Sachs Funds and eliminate overlapping products. After evaluating the investment objectives, strategies and policies of the Portfolios, as well as their performance, size and potential for asset growth in the foreseeable future, the Investment Adviser recommended to the Board that it approve the reorganization of the Acquired Portfolio with and into the Surviving Portfolio, an existing series of Goldman Sachs Trust (the “Trust”). GSAM believes that the Reorganization may provide enhanced opportunities to realize greater economies of scale in the form of lower total operating expenses over time. In addition, GSAM does not expect the Acquired Portfolio to experience significant asset growth in the foreseeable future and believes that the combined Portfolio would be better positioned for asset growth than the Acquired Portfolio on its own. The Investment Adviser also believes that the Reorganization is preferable to liquidating the Acquired Portfolio, as it will provide you and other shareholders with the opportunity to invest in a portfolio that: (i) is managed by the same portfolio management team; (ii) has a similar investment program; and (iii) is part of the Goldman Sachs Funds – a large, diverse fund family. Moreover, although the Acquired Portfolio has higher since-inception performance, the Surviving Portfolio has higher 1-Year, 3-Year and 5-Year performance.

On February 11, 2014, the Board, including a majority of the Trustees who are not “interested persons” of the Portfolios, as that term is defined in the 1940 Act (the “Independent Trustees”), voted to approve the Reorganization. In approving the Reorganization, the Board, including a majority of the Independent Trustees, concluded that: (i) the Reorganization will benefit the shareholders of each Portfolio; (ii) the Reorganization is in the best interests of each Portfolio; and (iii) the interests of the shareholders of each Portfolio will not be diluted as a result of the Reorganization. The Board also considered and approved the terms and conditions of the Plan.

In approving the Reorganization and Plan, the Board requested and received such information from the Investment Adviser as it determined to be necessary to evaluate the Reorganization. At its meeting, the Board received and evaluated materials regarding the investment objectives, strategies, policies and risks of the

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Portfolios, as well as the effect of the Reorganization on the existing shareholders of the Portfolios. The Board also evaluated and discussed: (i) the material differences between each Portfolio’s investment objective, strategies, policies and risks; (ii) the specific terms of the Reorganization, including information regarding the proposed plans for ongoing management, distribution and operation of the Surviving Portfolio; and (iii) other information, such as the relative sizes of the Portfolios, the performance records of the Portfolios, the expenses of the Portfolios (including anticipated pro forma expense information of the Surviving Portfolio following the Reorganization) and the anticipated asset growth of the Portfolios in the foreseeable future. In addition, the Board considered additional factors, which are discussed in more detail below under “Why did the Board approve the Reorganization?”

The Independent Trustees were assisted in their consideration of the Reorganization by independent counsel.

Questions and Answers

How will the Reorganization affect me?

Under the terms of the Plan, the Acquired Portfolio will transfer all of its assets to the Surviving Portfolio and the Surviving Portfolio will assume all of the liabilities of the Acquired Portfolio. Subsequently, the Acquired Portfolio will be liquidated and you will become a shareholder of the Surviving Portfolio. You will receive shares of the Surviving Portfolio that are equal in aggregate net asset value to the shares of the Acquired Portfolio that you held immediately prior to the Closing Date (as defined below). Shareholders of each class of shares of the Acquired Portfolio will receive the corresponding class of the Surviving Portfolio, as follows:

No sales charge, contingent deferred sales charge (“CDSC”), commission, redemption fee or other transactional fee will be charged as a result of the Reorganization.

When will the Reorganization occur?

The Reorganization is scheduled to occur on or about May 16, 2014, but may occur on such earlier or later date as the parties agree in writing (the “Closing Date”).

How will the Reorganization affect the fees to be paid by the Surviving Portfolio, and how do they compare with the fees paid by the Acquired Portfolio?

The contractual management fee annual rate paid by each Portfolio is the same. The Acquired Portfolio’s gross expense ratio for the fiscal year ended December 31, 2013 (before giving effect to the current expense limitation arrangement) for Class A, Class C, Institutional, Class IR and Class R Shares was 2.19%, 2.94%, 1.79%, 1.94% and 2.44%, respectively. It is estimated that post-Reorganization, the Surviving Portfolio’s gross expense ratio for Class A, Class C, Institutional, Class IR and Class R Shares will be 1.50%, 2.25%, 1.10%, 1.25% and 1.75%, respectively. However, the Acquired Portfolio’s net expense ratio for the fiscal year ended December 31, 2013 (after giving effect to the current expense limitation arrangement) for Class A, Class C, Institutional, Class IR and Class R Shares was 1.45%, 2.20%, 1.05%, 1.20% and 1.70%, respectively. Conversely, it is estimated that post-Reorganization, the Surviving Portfolio’s net expense ratio for Class A, Class C, Institutional, Class IR and Class R Shares will be 1.48%, 2.23%, 1.08%, 1.23% and 1.73%, respectively.

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Accordingly, shareholders of the Acquired Portfolio are expected to be subject to a higher net expense ratio. However, the lower net expense ratio for the Acquired Portfolio is the result of voluntary waivers adopted by GSAM. Pro forma expense information is included in this Information Statement/Prospectus under “Summary – The Portfolios’ Fees and Expenses.”

Why did the Board approve the Reorganization?

In approving the Reorganization, the Board, including a majority of the Independent Trustees, concluded that: (i) the Reorganization is in the best interests of each Portfolio; and (ii) the interests of the shareholders of each Portfolio will not be diluted as a result of the Reorganization. The Trustees also believe that the Reorganization offers a number of potential benefits. These potential benefits and considerations include the following:

Additional considerations are discussed in more detail below under “Summary – Reasons for the Reorganization and Board Considerations.”

Who bears the expenses associated with the Reorganization?

GSAM has agreed to pay the legal and other costs associated with each Portfolio’s participation in the Reorganization. GSAM estimates that these costs will be approximately $65,442.

Will GSAM benefit from the Reorganization?

The Reorganization is a part of GSAM’s continuing effort to optimize the Goldman Sachs Funds and eliminate overlapping products. Although reorganizing the Acquired Portfolio with and into the Surviving Portfolio (instead of liquidating the Acquired Portfolio) will benefit the Investment Adviser by managing a larger pool of assets, which will produce increased management fees (that will accrue to the Investment Adviser), GSAM believes that the combined Portfolio would be better positioned for asset growth than the Acquired Portfolio on its own.

What are the Federal income and other tax consequences of the Reorganization?

As a condition to the closing of the Reorganization, the Portfolios must receive an opinion of Dechert LLP to the effect that the Reorganization will constitute a “reorganization” within the meaning of Section 368 of the

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Code. Accordingly, subject to the limited exceptions described below under the heading “Tax Status of the Reorganization,” it is expected that neither you nor a Portfolio will recognize gain or loss as a direct result of the Reorganization, and that the aggregate tax basis of the Surviving Portfolio shares that you receive in the Reorganization will be the same as the aggregate tax basis of the shares that you surrendered in the Reorganization.

Why are shareholders not being asked to vote on the Reorganization?

The Trust’s Declaration of Trust and applicable state law do not require shareholder approval of the Reorganization. Moreover, Rule 17a-8 under the 1940 Act does not require shareholder approval of the Reorganization, provided certain conditions are met. Because applicable legal requirements do not require shareholder approval under these circumstances and the Board has determined that the Reorganization is in the best interests of each Portfolio, shareholders are not being asked to vote on the Reorganization.

Where can I get more information?

Each Portfolio’s: (i) prospectus and statement of additional information, each dated April 30, 2013, and any supplements thereto filed as of the date of this Information Statement/Prospectus, and (ii) December 31, 2013 Annual Report, are incorporated by reference into this Information Statement/Prospectus, which means they are considered legally a part of this Information Statement/Prospectus. The materials have been filed with the SEC (www.sec.gov) and are available upon written or oral request and without charge by writing to the address above or calling the following toll-free number: 1-800-526-7384.

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Table of Contents

i

GOLDMAN SACHS INCOME STRATEGIES PORTFOLIO

AND

GOLDMAN SACHS SATELLITE STRATEGIES PORTFOLIO

SUMMARY

The following is a summary of more complete information appearing later in this Information Statement/Prospectus or incorporated by reference herein. You should read carefully the entire Information Statement/Prospectus, including the form of Agreement and Plan of Reorganization attached as Exhibit A, because it contains details that are not in the summary.

Comparison of the Acquired Portfolio with the Surviving Portfolio

Although each Portfolio seeks to achieve its investment objective by investing in a combination of underlying funds that currently exist or that may become available for investment in the future, for which GSAM or an affiliate now or in the future acts as investment adviser or principal underwriter (the “Underlying Funds”), there are some important differences between the investment objective and principal investment strategies of the Surviving Portfolio and those of the Acquired Portfolio. These differences are discussed in more detail in the side-by-side chart below to facilitate comparison.

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As the above table indicates, despite certain similarities, there are some notable differences between the investment objective and principal investment strategies of the Surviving Portfolio and those of the Acquired Portfolio. For example, the Acquired Portfolio seeks current income and, as of December 31, 2013, invested a greater percentage of its assets in Underlying Fixed Income Funds. Conversely, as of December 31, 2013, the Surviving Portfolio invested a greater percentage of its assets in Underlying Equity Funds. Moreover, as of December 31, 2013, the Surviving Portfolio invested in a larger and more diversified universe of Underlying Funds, including Underlying Funds with exposure to the following asset classes: (i) emerging markets equity (through the Goldman Sachs Emerging Markets Equity Insights Fund and Goldman Sachs Emerging Markets Equity Fund); (ii) international small cap (through the Goldman Sachs International Small Cap Insights Fund and Goldman Sachs International Small Cap Fund); and (iii) commodities (through the Goldman Sachs Commodity Strategy Fund). As of such date, the Acquired Portfolio did not invest in such Underlying Funds.

The Surviving Portfolio’s investment objective and principal investment strategies, including the additional asset classes to which you would be exposed as a shareholder of the Surviving Portfolio, may impact performance and the risk/return profile of your investment. The investment philosophy of the Portfolios, as well as a description of the Underlying Funds, is described in more detail in Exhibit B.

Comparison of Principal Investment Risks of Investing in the Portfolios

Although the Surviving Portfolio currently invests in the Underlying Funds in which the Acquired Portfolio currently invests, the Surviving Portfolio invests in a larger and more diversified universe of Underlying Funds, including Underlying Funds with exposure to the following asset classes: emerging markets equity, international small cap and commodities. Shareholders of the Surviving Portfolio will therefore be subject to certain other principal investment risks (e.g., commodity sector risk) as a result of these differences, which are discussed in more detail in the chart below to facilitate comparison.

Loss of money is a risk of investing in the Portfolios. An investment in a Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any government agency. A Portfolio should not be relied upon as a complete investment program. Stated allocations may be subject to change. There can be no assurance that a Portfolio will achieve its investment objective. Investments in the Portfolios involve substantial risks which prospective investors should consider carefully before investing.

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Additional information on portfolio risks, securities and techniques is included in Exhibit B. An additional discussion of these risks is included in the “Risks of the Portfolios” and “Risks of the Underlying Funds” sections of the current prospectus of the Portfolios, which is incorporated herein by reference. The materials have been filed with the SEC (www.sec.gov) and are available upon written or oral request and without charge by writing to the address above or calling the following toll-free number: 1-800-526-7384.

The Portfolios’ Fees and Expenses

Shareholders of both Portfolios pay various fees and expenses, either directly or indirectly. The tables below show the fees and expenses that you would pay if you were to buy and hold shares of each Portfolio. The expenses in the tables appearing below are based on the expenses of the Portfolios for the twelve-month period ended December 31, 2013. For financial statement purposes, the Surviving Portfolio will be the accounting survivor of the Reorganization. As the accounting survivor, the Surviving Portfolio’s operating history will be used for financial reporting purposes. The tables also show the pro forma expenses of the combined Portfolio after giving effect to the Reorganization based on pro forma net assets as of December 31, 2013.

Class A Shares

10

Class C Shares

Institutional Shares

11

Class IR Shares

Class R Shares

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Expense Example

This Example is intended to help you compare the cost of investing in each Portfolio with the cost of investing in other funds. The Example assumes that you invest $10,000 in each Portfolio for the time periods indicated and then redeem all of your applicable shares at the end of those periods. The Example also assumes that your investment has a 5% return each year, and that each Portfolio’s operating expenses remain the same (except that the Example incorporates the expense limitation agreements for only the first year). Pro forma expenses are included assuming a Reorganization of the Portfolios. The examples are for comparison purposes only and are not a representation of either Portfolio’s actual expenses or returns, either past or future. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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The Portfolios’ Past Performance

Upon consummation of the Reorganization, the Surviving Portfolio will be the accounting and performance survivor.

The bar chart and table below provide an indication of the risks of investing in each Portfolio by showing: (i) changes in the performance of the Portfolios’ Institutional Shares from year to year; and (ii) how the average annual total returns of each Portfolio’s Class A, Class C, Institutional, Class IR and Class R Shares compare to those of certain broad-based securities market indices and to the Income Strategies Composite Index¹ or the Satellite Strategies Composite Index,² as applicable, each a composite representation prepared by the Investment Adviser of the performance of the applicable Portfolio’s asset classes weighted according to their respective weightings in the Portfolio’s target range.

Each Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future. Updated performance information is available at no cost at www.gsamfunds.com/performance or by calling the appropriate phone number on the front cover of this Information Statement/Prospectus.

Performance reflects applicable fee waivers and/or expense limitations in effect during the periods shown.

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Acquired Portfolio Past Performance

TOTAL RETURN		CALENDAR YEAR (INSTITUTIONAL)
Best Quarter Q2 ‘09              +14.22%   Worst Quarter Q4 ‘08              –15.58%

AVERAGE ANNUAL TOTAL RETURN

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Surviving Portfolio Past Performance

TOTAL RETURN		CALENDAR YEAR (INSTITUTIONAL)
Best Quarter Q2 ‘09              +22.24%   Worst Quarter Q4 ‘08              -28.94%

AVERAGE ANNUAL TOTAL RETURN

The after-tax returns are for Class A Shares only. The after-tax returns for Class C, Institutional and Class IR, and returns for Class R Shares (which are offered exclusively to employee benefit plans), will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

Reasons for the Reorganization and Board Considerations

The Reorganization is a part of GSAM’s continuing effort to optimize the Goldman Sachs Funds and eliminate overlapping products. After evaluating the investment objectives, strategies and policies of the

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Portfolios, as well as their performance, size and potential for asset growth in the foreseeable future, the Investment Adviser recommended to the Board that it approve the reorganization of the Acquired Portfolio with and into the Surviving Portfolio, an existing series of the Trust. GSAM believes that the Reorganization may provide enhanced opportunities to realize greater economies of scale in the form of lower total operating expenses over time. In addition, GSAM does not expect the Acquired Portfolio to experience significant asset growth in the foreseeable future and believes that the combined Portfolio would be better positioned for asset growth than the Acquired Portfolio on its own. The Investment Adviser also believes that the Reorganization is preferable to liquidating the Acquired Portfolio, which may be treated as a taxable event, as it will provide you and other shareholders with the opportunity to invest in a portfolio that: (i) is managed by the same portfolio management team; (ii) has a similar investment program; and (iii) is part of the Goldman Sachs Funds – a large, diverse fund family. Moreover, although the Acquired Portfolio has higher since-inception performance, the Surviving Portfolio has higher 1-Year, 3-Year and 5-Year performance.

On February 11, 2014, the Board, including a majority of the Independent Trustees, voted to approve the Reorganization. In approving the Reorganization, the Board, including a majority of the Independent Trustees, concluded that: (i) the Reorganization is in the best interests of each Portfolio; and (ii) the interests of the shareholders of each Portfolio will not be diluted as a result of the Reorganization.

In approving the Reorganization and Plan, the Board requested and received such information from the Investment Adviser as it determined to be necessary to evaluate the Reorganization. At its meeting, the Board received and evaluated materials regarding the investment objectives, strategies, policies and risks of the Portfolios, as well as the effect of the Reorganization on the existing shareholders of the Portfolios. The Board also evaluated and discussed: (i) the material differences between each Portfolio’s investment objective, strategies, policies and risks; (ii) the specific terms of the Reorganization, including information regarding the proposed plans for ongoing management, distribution and operation of the Surviving Portfolio; and (iii) other information, such as the relative sizes of the Portfolios, the performance records of the Portfolios, the expenses of the Portfolios (including anticipated pro forma expense information of the Acquiring Fund following the Reorganization) and the anticipated asset growth of the Portfolios in the foreseeable future.

The Trustees also believe that the Reorganization offers a number of potential benefits. These potential benefits and considerations include the following:

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Buying, Selling and Exchanging Shares of the Portfolios

The minimum initial investment for Class A and Class C Shares of each Portfolio is, generally, $1,000. The minimum initial investment for Institutional Shares of each Portfolio is, generally, $1,000,000 for individual or certain institutional investors, alone or in combination with other assets under the management of the Investment Adviser and its affiliates. There is no minimum for initial purchases of Class IR and Class R Shares of each Portfolio. Those share classes with a minimum initial investment requirement do not impose it on certain employee benefit plans, and Institutional Shares do not impose it on certain investment advisers investing on behalf of other accounts.

For each Portfolio, the minimum subsequent investment for Class A and Class C shareholders is $50, except for certain employee benefit plans, for which there is no minimum. There is no minimum subsequent investment for Institutional, Class IR or Class R shareholders. You may purchase and redeem (sell) shares of the Portfolio on any business day through certain banks, trust companies, brokers, dealers, investment advisers and other financial institutions (“Authorized Institutions”).

If you purchase a Portfolio through an Authorized Institution, the Portfolio and/or its related companies may pay the Authorized Institution for the sale of Portfolio shares and related services. These payments may create a conflict of interest by influencing the Authorized Institution and your salesperson to recommend a Portfolio over another investment. Ask your salesperson or visit your Authorized Institution’s website for more information.

The procedures for making purchases, redemptions and exchanges of the Acquired Portfolio are identical to those of the Acquiring Fund. Please see the “Shareholder Guide” in Exhibit C to this Information Statement/Prospectus for additional information on making purchases, redemptions and exchanges.

OTHER IMPORTANT INFORMATION CONCERNING THE REORGANIZATION

Portfolio Securities and Portfolio Repositioning

If the Reorganization is effected, management will analyze and evaluate the portfolio securities (i.e., shares of the Underlying Funds) of the Acquired Portfolio being transferred to the Surviving Portfolio. However, each Portfolio’s portfolio securities are subject to adjustments in the ordinary course of business prior to, or in anticipation of, the Reorganization. The extent and duration to which the portfolio securities of the Acquired Portfolio will be maintained by the Surviving Portfolio will be determined consistent with the Surviving Portfolio’s investment objective, strategies and policies, any restrictions imposed by the Code and in the best interests of each Portfolio’s shareholders (including former shareholders of the Acquired Portfolio). Subject to market conditions at the time of any such disposition, the disposition of the portfolio securities by the Surviving Portfolio may result in a capital gain or loss for the Surviving Portfolio. The actual tax consequences of any disposition of portfolio securities will vary depending upon the specific security(ies) being sold and the Surviving Portfolio’s ability to use any available tax loss carryforwards.

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Final Distribution of Acquired Portfolio

Prior to the Closing Date, Acquired Portfolio will pay its shareholders a cash distribution consisting of any undistributed investment company taxable income and/or any undistributed realized net capital gains, including any net gains realized from any sales of assets prior to the Closing Date. These distributions will be taxable to shareholders that are subject to tax.

Tax Capital Loss Carryforwards

Federal income tax law permits a regulated investment company to carry forward its net capital losses for a period of up to eight taxable years. (Net capital losses that arise in a tax year beginning after December 22, 2010 will generally be able to be carried forward without limit.) As of December 31, 2013, the Acquired Portfolio had estimated capital loss carryforwards of $1,112,948. Additionally, as of December 31, 2013, the Surviving Portfolio had no estimated capital loss carryforwards. The amount of the Portfolios’ capital loss carryovers as of the date of the Reorganization may differ substantially from these amounts. The Surviving Portfolio’s ability to use the capital loss carryovers of the Acquired Portfolio, if any, to offset gains of the Surviving Portfolio in a given taxable year after the Reorganization may be limited by loss limitation rules under federal tax law. If capital loss carryovers of the Acquired Portfolio are limited by those rules, it is possible that the limitations could result in all or a portion of the Acquired Portfolio’s capital loss carryovers, if any, eventually expiring unused. The impact of those loss limitation rules will depend on the relative sizes of, and the losses and gains in, the Portfolios at the time of the Reorganization and thus cannot be calculated precisely at this time.

The ability of the Surviving Portfolio to use capital losses to offset gains (even in the absence of the Reorganization) depends on factors other than loss limitations, such as the future realization of capital gains or losses.

CAPITALIZATION

The following table sets forth the capitalization of the Portfolios as of March 31, 2014. The table also sets forth the pro forma combined capitalization of the combined Portfolio as if the Reorganization had occurred on March 31, 2014. If the Reorganization is consummated, the net assets, net asset value per share and shares outstanding on the Closing Date will vary from the information below due to changes in the market value of the portfolio securities of the Portfolios between March 31, 2014 and the Closing Date, changes in the amount of undistributed net investment income and net realized capital gains of the Portfolios during that period resulting from income and distributions, and changes in the accrued liabilities of the Portfolios during the same period.

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It is impossible to predict how many shares of the Surviving Portfolio will actually be received and distributed by the Acquired Portfolio on the Closing Date. The table should not be relied upon to determine the amount of the Surviving Portfolio shares that will actually be received and distributed.

TERMS OF THE AGREEMENT AND PLAN OF REORGANIZATION

The description of the Plan contained herein includes the material provisions of the Plan, but this description is qualified in its entirety by the attached form copy of the Plan.

Timing. The Reorganization is scheduled to occur on or about May 16, 2014 (i.e., Closing Date), but may occur on such earlier or later date as the parties agree in writing.

Transfer and Valuation of the Assets. The Plan contemplates the transfer of all of the assets of the Acquired Portfolio to, and the assumption of the liabilities of the Acquired Portfolio by, the Surviving Portfolio, in exchange for the applicable shares of the Surviving Portfolio having an aggregate net asset value equal to the aggregate net asset value of the applicable shares of the Acquired Portfolio on the Closing Date. The Acquired Portfolio would then distribute to its shareholders the portion of the Surviving Portfolio shares to which each such shareholder is entitled. Thereafter, the Acquired Portfolio would be liquidated. All computations of value will be made by State Street Bank and Trust Company, in its capacity as administrator for the Acquired Portfolio and the Surviving Portfolio.

Conditions to Closing the Reorganization. The obligation of each Portfolio to consummate the Reorganization is subject to the satisfaction of certain conditions, including the Portfolio’s performance of all of its obligations under the Plan, the receipt of certain documents and financial statements from the Portfolios and the receipt of all consents, orders and permits necessary to consummate the Reorganization. The Portfolios’ obligations are also subject to the receipt of a favorable opinion of Dechert LLP as to the U.S. federal income tax consequences of the Reorganization.

Termination of the Plan. The Plan may be terminated and the Reorganization may be abandoned by resolution of the Board at any time prior to the Closing Date, if circumstances should develop that, in the opinion of the Board, make proceeding with the Plan inadvisable.

Cost of the Reorganization. GSAM (or an affiliate) has agreed to pay the legal and other costs associated with each Portfolio’s participation in the Reorganization.

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TAX STATUS OF THE REORGANIZATION

The Reorganization is conditioned upon the receipt of an opinion from Dechert LLP, counsel to the Trust, substantially to the effect that, for federal income tax purposes:

In rendering such opinion, counsel shall rely upon, among other things, certain facts, assumptions and representations of the Trust, on behalf of the Portfolios.

No tax ruling has been or will be received from the IRS in connection with the Reorganization. An opinion of counsel is not binding on the IRS or a court, and no assurance can be given that the IRS would not assert, or a court would not sustain, a contrary position.

The foregoing discussion is very general. The foregoing consequences may not apply to certain classes of taxpayers who are subject to special circumstances, such as shareholders who are not citizens or residents of the United States, insurance companies, tax-exempt organizations, financial institutions, dealers in securities or foreign currencies, or persons who hold their shares as part of a straddle or conversion transaction. This discussion does not address any state, local or foreign tax consequences of the Reorganization. You should

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consult your tax adviser for the particular tax consequences to you of the transaction, including the applicability of any state, local or foreign tax laws.

CHARTER DOCUMENTS OF GOLDMAN SACHS TRUST

The Portfolios are each series of the Trust. Accordingly, the operations of each Portfolio are governed by the Trust’s Declaration of Trust and Amended and Restated By-Laws, each as amended. The operations of each Portfolio are also governed by applicable Delaware law and are subject to the provisions of the 1940 Act and the rules and regulations of the SEC thereunder.

FUNDAMENTAL AND NON-FUNDAMENTAL INVESTMENT POLICIES OF THE PORTFOLIOS

The Portfolios have adopted identical fundamental investment policies which may not be changed without the affirmative vote of the holders of a “majority of the outstanding voting securities” (as defined in the 1940 Act) of the Portfolio. Under the 1940 Act, the vote of a majority of the outstanding voting securities means the affirmative vote of the lesser of (i) 67% or more of the voting securities present at a meeting, if the holders of more than 50% of the outstanding voting securities of such company are present or represented by proxy; or (ii) more than 50% of the outstanding voting securities of such company. For purposes of the following limitations (except for the asset coverage requirement with respect to borrowings, which is subject to different requirements under the 1940 Act), any limitation which involves the maximum percentage will not be considered violated unless an excess over the percentage occurs immediately after, and is caused by, an acquisition or encumbrance of securities or assets of, or borrowings by, a Portfolio. With respect to a Portfolio’s fundamental investment restriction on “borrowing,” in the event that asset coverage (as defined in the 1940 Act) at any time falls below 300%, the Portfolio, within three days thereafter (not including Sundays and holidays) or such longer period as the SEC may prescribe by rules and regulations, will reduce the amount of its borrowings to the extent required so that the asset coverage of such borrowings will be at least 300%.

In addition to the fundamental investment policies, the Portfolios have adopted certain non-fundamental policies which can be changed or amended by action of the Trustees of such Portfolio without approval of shareholders. The current fundamental and non-fundamental investment policies of the Acquired Portfolio and the Surviving Portfolio are listed below.

Fundamental Investment Policies

Diversification

A Portfolio may not make any investment inconsistent with the Portfolio’s classification as a diversified company under the 1940 Act. Each Portfolio is classified as a diversified open-end management company under the 1940 Act.

Concentration Policy

A Portfolio may not invest 25% or more of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry (excluding investment companies and the U.S. Government or any of its agencies or instrumentalities). (For the purposes of this restriction, state and municipal governments and their agencies, authorities and instrumentalities are not deemed to be industries; telephone companies are considered to be a separate industry from water, gas or electric utilities; personal credit finance companies and business credit finance companies are deemed to be separate industries; and wholly-owned finance companies are considered to be in the industry of their parents if their activities are primarily related to financing the activities of their parents.) This restriction does not apply to investments in Municipal Securities which have been pre-refunded by the use of obligations of the U.S. Government or any of its agencies or instrumentalities.

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Borrowing

A Portfolio may not borrow money, except (a) the Portfolio may borrow from banks (as defined in the Act) or through reverse repurchase agreements in amounts up to 33-1/3% of its total assets (including the amount borrowed), (b) the Portfolio may, to the extent permitted by applicable law, borrow up to an additional 5% of its total assets for temporary purposes, (c) the Portfolio may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities, (d) the Portfolio may purchase securities on margin to the extent permitted by applicable law and (e) the Portfolio may engage in transactions in mortgage dollar rolls which are accounted for as financings.

The following interpretation applies to, but is not part of, this fundamental policy: In determining whether a particular investment in portfolio instruments or participation in portfolio transactions is subject to this borrowing policy, the accounting treatment of such instrument or participation shall be considered, but shall not by itself be determinative. Whether a particular instrument or transaction constitutes a borrowing shall be determined by the Board, after consideration of all of the relevant circumstances.

Loans

A Portfolio may not make loans, except through (a) the purchase of debt obligations in accordance with the Portfolio’s investment objective and policies, (b) repurchase agreements with banks, brokers, dealers and other financial institutions and (c) loans of securities as permitted by applicable law.

Underwriting

A Portfolio may not underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Portfolio may be deemed to be an underwriting.

Real Estate

A Portfolio may not purchase, hold or deal in real estate, although a Portfolio may purchase and sell securities that are secured by real estate or interests therein, securities of real estate investment trusts and mortgage-related securities and may hold and sell real estate acquired by a Portfolio as a result of the ownership of securities.

Commodities

A Portfolio may not invest in commodities or commodity contracts, except that a Portfolio may invest in currency and financial instruments and contracts that are commodities or commodity contracts.

Senior Securities

A Portfolio may not issue senior securities to the extent such issuance would violate applicable law.

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Non-Fundamental Policies

In addition to the fundamental policies mentioned above, the Board has adopted the following non-fundamental policies which can be changed or amended by action of the Board without approval of shareholders. Again, for purposes of the following limitations, any limitation which involves a maximum percentage shall not be considered violated unless an excess over the percentage occurs immediately after, and is caused by, an acquisition of securities by the Portfolio.

A Portfolio may not:

The Underlying Funds in which the Portfolios invest have adopted certain investment restrictions which may be more or less restrictive than those listed above, thereby allowing a Portfolio to participate in certain investment strategies indirectly that are prohibited under the fundamental and non-fundamental investment restrictions and policies listed above. The investment restrictions of these Underlying Funds are set forth in their respective SAIs.

For purposes of the industry concentration policies of the Portfolios and Underlying Funds, the Investment Adviser may analyze the characteristics of a particular issuer and instrument and may assign an industry classification consistent with those characteristics. The Investment Adviser may, but need not, consider industry classifications provided by third parties, and the classifications applied to Portfolio investments will be informed by applicable law.

ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS

Investment Adviser

GSAM, 200 West Street, New York, New York 10282, has been registered as an investment adviser with the SEC since 1990 and is an affiliate of Goldman Sachs. Goldman Sachs Asset Management International (“GSAMI”), the investment adviser to certain Underlying Funds, is also an affiliate of Goldman Sachs. GSAMI is regulated by the Financial Services Authority and a registered investment adviser since 1991. As of December 31, 2013, GSAM, including its investment advisory affiliates, had assets under management of $807.6 billion.

Under a Management Agreement with each Portfolio, the Investment Adviser, subject to the general supervision of the Trustees, provides advice as to each Portfolio’s investment transactions, including determinations concerning changes to (i) the Underlying Funds in which the Portfolios may invest; and (ii) the percentage range of assets of any Portfolio that may be invested in the Underlying Equity Funds and the Underlying Fixed Income Funds as separate groups.

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The Investment Adviser also performs the following additional services for the Surviving Portfolio:

As compensation for its services and its assumption of certain expenses, the Investment Adviser is entitled to the following fees, computed daily and payable monthly, at the annual rates listed below (as a percentage of each respective Portfolio’s average daily net assets):

The Investment Adviser may waive a portion of its management fee from time to time and may discontinue or modify any such waivers in the future, consistent with the terms of any fee waiver arrangements in place.

A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Portfolios for 2013 is available in the Portfolios’ semi-annual report dated June 30, 2013.

Distributor and Transfer Agent

Goldman Sachs, 200 West Street, New York, New York 10282, serves as the exclusive distributor (the “Distributor”) of the each Portfolio’s shares. Goldman Sachs, 71 S. Wacker Drive, Chicago, Illinois 60606, also serves as each Portfolio’s transfer agent (the “Transfer Agent”) and, as such, performs various shareholder servicing functions.

For its transfer agency services, Goldman Sachs is entitled to receive a transfer agency fee equal, on an annualized basis, to 0.04% of average daily net assets with respect to the Institutional Shares and 0.19% of average daily net assets with respect to Class A, Class C, Class IR and Class R Shares.

From time to time, Goldman Sachs or any of its affiliates may purchase and hold shares of the Underlying Funds or the Portfolios. Goldman Sachs and its affiliates reserve the right to redeem at any time some or all of the shares acquired for their own accounts.

Activities of Goldman Sachs and its Affiliates and Other Accounts Managed by Goldman Sachs

The involvement of the Investment Adviser, Goldman Sachs and their affiliates in the management of, or their interest in, other accounts and other activities of Goldman Sachs may present conflicts of interest with respect to an Underlying Fund or limit an Underlying Fund’s investment activities. Goldman Sachs is a worldwide, full service investment banking, broker dealer, asset management and financial services organization and a major participant in global financial markets that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. As such, it acts as an investor, investment banker, research provider, investment manager, financier, adviser, market maker, prime broker, derivatives dealer, lender, counterparty, agent and principal. In those and other capacities, Goldman Sachs advises clients in all markets and transactions and purchases, sells,

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holds and recommends a broad array of investments, including securities, derivatives, loans, commodities, currencies, credit default swaps, indices, baskets and other financial instruments and products for its own account or for the accounts of its customers and has other direct and indirect interests in the global fixed income, currency, commodity, equities, bank loan and other markets in which the Underlying Funds directly and indirectly invests. Thus, it is likely that the Underlying Funds will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which Goldman Sachs performs or seeks to perform investment banking or other services. The Investment Adviser and/or certain of its affiliates are the managers of the Goldman Sachs Funds. The Investment Adviser and its affiliates earn fees from this and other relationships with the Underlying Funds. Although these fees are generally based on asset levels, the fees are not directly contingent on Underlying Fund performance, and Goldman Sachs would still receive significant compensation from the Underlying Funds even if shareholders lose money. Goldman Sachs and its affiliates engage in proprietary trading and advise accounts and funds which have investment objectives similar to those of the Underlying Funds and/or which engage in and compete for transactions in the same types of securities, currencies and instruments as the Underlying Funds. Goldman Sachs and its affiliates will not have any obligation to make available any information regarding their proprietary activities or strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the management of the Underlying Funds. The results of an Underlying Fund’s investment activities, therefore, may differ from those of Goldman Sachs, its affiliates, and other accounts managed by Goldman Sachs and it is possible that an Underlying Fund could sustain losses during periods in which Goldman Sachs and its affiliates and other accounts achieve significant profits on their trading for proprietary or other accounts. In addition, the Underlying Funds may enter into transactions in which Goldman Sachs or its other clients have an adverse interest. For example, an Underlying Fund may take a long position in a security at the same time that Goldman Sachs or other accounts managed by the Underlying Funds’ investment adviser takes a short position in the same security (or vice versa). These and other transactions undertaken by Goldman Sachs, its affiliates or Goldman Sachs advised clients may, individually or in the aggregate, adversely impact the Underlying Funds. Transactions by one or more Goldman Sachs advised clients or the Investment Adviser may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Underlying Funds. An Underlying Fund’s activities may be limited because of regulatory restrictions applicable to Goldman Sachs and its affiliates, and/or their internal policies designed to comply with such restrictions. As a global financial services firm, Goldman Sachs also provides a wide range of investment banking and financial services to issuers of securities and investors in securities. Goldman Sachs, its affiliates and others associated with it may create markets or specialize in, have positions in and affect transactions in, securities of issuers held by the Underlying Funds, and may also perform or seek to perform investment banking and financial services for those issuers. Goldman Sachs and its affiliates may have business relationships with and purchase or distribute or sell services or products from or to distributors, consultants or others who recommend the Underlying Funds or who engage in transactions with or for the Underlying Funds. For more information about conflicts of interest, see the SAI.

Under a securities lending program approved by the Underlying Funds’ Board of Trustees, the Underlying Funds may retain an affiliate to serve as a securities lending agent for each Underlying Fund to the extent that the Underlying Funds engage in the securities lending program. For these services, the lending agent may receive a fee from the Underlying Funds, including a fee based on the returns earned on the Underlying Funds’ investment of the cash received as collateral for the loaned securities. The Board periodically reviews all portfolio securities loan transactions for which the affiliated lending agent has acted as lending agent. In addition, the Underlying Funds may make brokerage and other payments to Goldman Sachs and its affiliates in connection with the Underlying Funds’ portfolio investment transactions in accordance with applicable law.

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DISTRIBUTIONS

Each Portfolio pays distributions from its investment income and from net realized capital gains. You may choose to have distributions paid in:

You may indicate your election on your account application. Any changes may be submitted in writing, or via telephone, in some instances, to the Transfer Agent (either directly or through your Authorized Institution) at any time before the record date for a particular distribution. If you do not indicate any choice, your distributions will be reinvested automatically in the applicable Portfolio. If cash distributions are elected with respect to a Portfolio’s distributions from net investment income, then cash distributions must also be elected with respect to the net short-term capital gains component, if any, of the Portfolio’s distributions.

The election to reinvest distributions in additional shares will not affect the tax treatment of such distributions, which will be treated as received by you and then used to purchase the shares.

Distributions from net investment income and distributions from net capital gains are declared and paid as follows.

From time to time a portion of a Portfolio’s distributions may constitute a return of capital for tax purposes, and/or may include amounts in excess of the Portfolio’s net investment income for the period calculated in accordance with U.S. generally accepted accounting principles, as modified by Regulation S-X under the Securities Act of 1933.

When you purchase shares of a Portfolio, part of the NAV per share may be represented by undistributed income and/or realized gains that have previously been earned by the Portfolio. Therefore, subsequent distributions on such shares from such income and/or realized gains may be taxable to you even if the NAV of the shares is, as a result of the distributions, reduced below the cost of such shares and the distributions (or portions thereof) represent a return of a portion of the purchase price.

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FINANCIAL HIGHLIGHTS

The financial tables are intended to help you understand the Surviving Portfolio’s financial performance for the past five years. Certain information reflects financial results for a single Surviving Portfolio share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Portfolio (assuming reinvestment of all dividends and distributions). The information has been audited by PricewaterhouseCoopers LLP, whose report, along with the Portfolio’s financial statement, is included in the Portfolio’s annual report (available upon request).

SATELLITE STRATEGIES PORTFOLIO

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