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Goldman Sachs Variable Insurance Trust, et al. – ‘485BXT’ on 4/18/14

On:  Friday, 4/18/14, at 4:30pm ET   ·   Accession #:  1193125-14-149116   ·   File #s:  333-35883, 811-08361

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

 4/18/14  Goldman Sachs Variable Ins Trust  485BXT                 1:118K                                   RR Donnelley/FA
          → Goldman Sachs Multi-Strategy Alternatives Portfolio ⇒ Advisor Shares — Institutional Shares — Service Shares

Document/Exhibit                   Description                      Pages   Size 

 1: 485BXT      Goldman Sachs Variable Insurance Trust              HTML     90K 

As filed with the Securities and Exchange Commission on April 18, 2014

1933 Act Registration No. 333-35883

1940 Act Registration No. 811-08361

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form N-1A

REGISTRATION STATEMENT

UNDER

and/or

REGISTRATION STATEMENT

UNDER

(Check appropriate box or boxes)

GOLDMAN SACHS VARIABLE INSURANCE 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

It is proposed that this filing will become effective (check appropriate box)

If appropriate, check the following box:

Title of Securities Being Registered: Advisor, Institutional and Service Shares of the Goldman Sachs Multi-Strategy Alternatives Portfolio

Explanatory Note

Post-Effective Amendment No. 49 (“Amendment No. 49”) to the Registration Statement of Goldman Sachs Variable Insurance Trust was filed pursuant to Rule 485(b) under the Securities Act of 1933 on April 8, 2014 to register Advisor, Institutional and Service shares of the Goldman Sachs Multi-Strategy Alternatives Portfolio and designate April 21, 2014 as the date upon which Amendment No. 49 would become effective. This Post-Effective Amendment No. 50 is being filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating April 25, 2014 as the new date upon which Amendment No. 49 shall become effective. This Post-Effective Amendment No. 50 incorporates by reference the information contained in Parts A and B of Amendment No. 49. Part C is filed herewith.

C-2

PART C — OTHER INFORMATION

Item 28. Exhibits

C-1

C-2

C-3

Item 29. Persons Controlled By or Under Common Control with Registrant

Not applicable.

C-4

Item 30. Indemnification

Article IV of the Agreement and Declaration of Trust of Goldman Sachs Variable Insurance Trust, a Delaware business trust (incorporated herein by reference as Exhibit (a)(1) hereto), provides for indemnification of the Trustees and officers of the Trust, subject to certain limitations.

The Management Agreements provide that the applicable Investment Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by a Fund, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Adviser or from reckless disregard by the Investment Adviser of its obligations and duties under the Management Agreements. The Management Agreements are incorporated herein by reference as Exhibits (d)(1) and (d)(5).

Section 8 of the Sub-Advisory Agreement between Goldman Sachs Asset Management, L.P. (the “Investment Adviser”) and SSgA Funds Management, Inc. (the “Sub-Adviser”) with respect to the Goldman Sachs Equity Index Fund (the “Fund”) provides that the Sub-Adviser will not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) suffered by the Investment Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to the Fund, except that the Sub-Adviser will remain liable for, and will indemnify the Trust, the Investment Adviser and their affiliated persons against, any losses suffered (a) as a result of the willful misconduct, bad faith, or gross negligence by the Sub-Adviser; (b) as a result of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund, or any material fact omitted therefrom, if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser; or (c) as a result of the failure of the Sub-Adviser to execute portfolio transactions according to the requirements of applicable law. The Sub-Advisory Agreement is incorporated by reference as Exhibit (d)(6).

Section 9 of the Amended and Restated Distribution Agreement between the Registrant and Goldman, Sachs & Co. (incorporated herein by reference as Exhibit (e)(1)) and Section 7 of the Amended and Restated Transfer Agency Agreement between the Registrant and Goldman, Sachs & Co. (incorporated herein by reference as Exhibit (h)(1)) provide that the Registrant will indemnify Goldman, Sachs & Co. against certain liabilities.

Mutual fund and Trustees and officers liability policies purchased jointly by the Registrant, Goldman Sachs Trust, Goldman Sachs Credit Strategies Fund, Goldman Sachs Trust II and Goldman Sachs BDC Inc., 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 LP”) and Goldman Sachs Asset Management International (“GSAMI”) are wholly-owned subsidiaries of the Goldman Sachs Group, Inc. and serve as investment advisers to the Registrant. GSAM LP and GSAMI are engaged in the investment advisory business. GSAM LP and GSAMI are 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. The Goldman Sachs Group, Inc. is the general partner and principal owner of GSAM. Information about the officers and partners of GSAM, and officers and directors of GSAMI, is included in their Forms ADV filed with the Commission (registration numbers 801-37591 and 801-38157, respectively) and is incorporated herein by reference.

SSgA Funds Management, Inc. (“SSgA”) serves as sub-adviser to Goldman Sachs Equity Index Fund. SSgA is primarily engaged in the investment management business. Information about the officers and directors of SSgA is included in its Form ADV filed with the Commission (registration number 801-60103) and is incorporated herein by reference.

Item 32. Principal Underwriters.

(a) Goldman, Sachs & Co. or an affiliate or a division thereof currently serves as distributor for shares of Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust, Goldman Sachs Credit Strategies Fund and Goldman Sachs Trust II. Goldman, Sachs & Co., or a division thereof currently serves as administrator and distributor of the units or shares of The Commerce Funds.

C-5

(b) Set forth below is certain information pertaining to the Managing Directors of Goldman, Sachs & Co., 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

C-6

(c) Not Applicable.

Item 33. Location of Accounts and Records

The Agreement and Declaration of Trust, Amended and Restated By-laws and minute books of the Registrant and certain investment adviser records are in the physical possession of GSAM LP, 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 The Bank of New York Mellon, One Wall Street, New York, New York 10286, and JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York 10017, except for certain transfer agency records which are maintained by Goldman, Sachs & Co., 71 South Wacker Drive, Chicago, Illinois 60606.

Item 34. Management Services

Not applicable.

Item 35. Undertakings

Not applicable.

C-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 50 under Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 50 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 18th day of April, 2014.

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:

C-8

CERTIFICATE

The undersigned Secretary for Goldman Sachs Variable Insurance Trust (the “Trust”) hereby certifies that the Board of Trustees of the Trust duly adopted the following resolution at a meeting of the Board held on October 16-17, 2013.

RESOLVED, that the Trustees and Officers of each Trust who may be required to execute any amendments to each Trust’s Registration Statement be, and each hereby is, authorized to execute a power of attorney appointing James A. McNamara, Caroline Kraus, Andrew Murphy, Robert Griffith and Matthew Wolfe, jointly and severally, their attorneys-in-fact, each with power of substitution, for said Trustees and Officers in any and all capacities to sign the Registration Statement under the Securities Act and the Investment Company Act of 1940 of each Trust and any and all amendments to such Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the SEC, 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 may have caused to be done by virtue hereof.

Dated: April 18, 2014

C-9

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘485BXT’ Filing		Date		Other Filings
		4/25/14		497K
		4/21/14		485BPOS
Filed on:		4/18/14
		4/8/14		485BPOS
		4/7/14		485BPOS
		3/28/14		497,  497K
		2/11/14
		1/3/14		485APOS
		12/19/13		497,  497K
		10/16/13		485BPOS,  497,  497K,  N-CSRS/A
		9/24/13		485APOS
		9/19/13
		8/15/13		DEF 14A
		4/30/13		485BPOS,  497K,  N-MFP
		2/13/13		485APOS,  497,  497K
		2/12/13
		12/13/12
		4/27/12		485BPOS,  497K
		4/9/12		485BPOS
		4/1/12
		3/12/12
		2/14/12		485BXT
		2/6/12		N-MFP
		12/15/11
		12/2/11		485APOS,  497,  497K
		7/25/11
		4/29/11		485BPOS,  497K,  N-MFP
		4/14/11
		4/5/11
		2/10/11
		2/3/10		485APOS
		12/17/09
		4/29/09		485BPOS
		3/12/09
		6/19/08
		4/28/08		485BPOS
		8/9/07
		4/30/07		485BPOS
		6/30/06		N-CSRS,  N-PX,  NSAR-A
		5/22/06		485BXT
		4/28/06		485BPOS
		3/16/06
		2/9/06
		1/6/06
		8/5/05
		8/4/05
		4/15/04		485BPOS
		4/26/03
		4/15/03		485BPOS
		8/1/02
		4/29/02		485BPOS
		4/25/01
		4/13/01		485BPOS
		8/1/00
		4/13/00		485BPOS
		2/3/00
		1/31/00		485APOS
		4/28/99
		2/26/99		485APOS,  N-30D
		1/22/99
		12/23/97		N-1A/A
		12/12/97
		10/21/97
		9/18/97		N-1A EL,  N-8A
		9/16/97
		4/23/97
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Filing Submission 0001193125-14-149116   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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