Goldman Sachs ETF Trust II DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

GOLDMAN SACHS ETF TRUST

GOLDMAN SACHS ETF TRUST II

GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND

GOLDMAN SACHS TRUST

GOLDMAN SACHS TRUST II

GOLDMAN SACHS VARIABLE INSURANCE TRUST

(Name of Registrant as Specified In Its Charter)

(none)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

GOLDMAN SACHS ETF TRUST

GOLDMAN SACHS ETF TRUST II

GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND

GOLDMAN SACHS TRUST

GOLDMAN SACHS TRUST II

GOLDMAN SACHS VARIABLE INSURANCE TRUST

200 West Street

New York, New York 10282

(212) 902-1000

September 5, 2023

Dear Shareholder or Variable Contract Owner:

I am writing to you on an important matter relating to the Goldman Sachs ETF Trust, Goldman Sachs ETF Trust II, Goldman Sachs Real Estate Diversified Income Fund, Goldman Sachs Trust, Goldman Sachs Trust II and Goldman Sachs Variable Insurance Trust (collectively, the “Funds”). In July 2023, the Boards of Trustees of the Funds (the “Boards” or “Trustees”) voted to align and consolidate the membership of the Boards (the “Proposal”). The Proposal, which is discussed in greater detail in the accompanying Joint Proxy Statement for Special Joint Meeting of Shareholders (the “Joint Proxy Statement”), is subject to shareholder approval. Accordingly, the Funds will hold a virtual special joint meeting of shareholders on November 16, 2023, at 10:30 a.m. Eastern Time (with any postponements or adjournments, the “Meeting”).

The following matters will be considered and acted upon at the Meeting:

The Board of each of the Goldman Sachs ETF Trust, Goldman Sachs ETF Trust II, Goldman Sachs Real Estate Diversified Income Fund and Goldman Sachs Trust II currently consists of the same six Independent Trustees (i.e., Trustees who are not “interested persons” of the applicable Funds, as defined in the Investment Company Act of 1940) as well as James A. McNamara, an Interested Trustee. The Board of each of the Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust also currently consists of the same seven Independent Trustees as well as Mr. McNamara, an Interested Trustee. In order to bring the memberships of the Boards into alignment, (i) the Independent Trustees of the Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust have been nominated for election to the Board of each of the Goldman Sachs ETF Trust, Goldman Sachs ETF Trust II, Goldman Sachs Real Estate Diversified Income Fund and Goldman Sachs Trust II; and (ii) the Independent Trustees of the Goldman Sachs ETF Trust, Goldman Sachs ETF Trust II, Goldman Sachs Real Estate Diversified Income Fund and Goldman Sachs Trust II have been nominated for election to the Board of each of the Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust. In addition, three current Independent Trustees of the Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust, who were

previously appointed by other Independent Trustees to those Boards rather than elected by shareholders, have been nominated for election to continue to serve as Trustees on those Boards.

The alignment and consolidation of the Boards’ memberships would provide an opportunity to enhance the effectiveness of board oversight and result in other potential benefits as described in the accompanying Joint Proxy Statement. If elected by shareholders, the nominees would begin serving as Trustees of the applicable Board on January 1, 2024.

You are cordially invited to attend the Meeting. The Meeting will be conducted as a virtual meeting hosted by means of a live webcast. Shareholders and variable contract owners will be able to listen and vote from their home or any location with internet connectivity.

You or your proxyholder will be able to attend the Meeting online and vote by visiting www.proxyvote.com and using a control number assigned by Broadridge Financial Solutions, Inc. (“Broadridge”). To register and receive access to the virtual meeting, you will need to follow the instructions provided in the Notice of Special Meeting and Joint Proxy Statement that follow.

WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING, YOUR VOTE IS VERY IMPORTANT. After careful consideration, the Board of each of the Funds unanimously recommends that you vote “FOR” the election of each applicable nominee. However, before you vote, please read the Joint Proxy Statement for a complete description of the Proposal. If you do not plan to be present at the Meeting, you can vote by signing, dating and returning the enclosed proxy card or voting instruction form promptly or by using the Internet or telephone voting options as described on your proxy card or voting instruction form. If you have any questions regarding the proxy materials, please contact Broadridge at 855-973-0097. Your prompt response will help reduce proxy costs and will also mean that you can avoid receiving follow-up phone calls or mailings.

By Order of the Boards of Trustees of

Goldman Sachs ETF Trust

Goldman Sachs ETF Trust II

Goldman Sachs Real Estate Diversified Income Fund

Goldman Sachs Trust

Goldman Sachs Trust II

Goldman Sachs Variable Insurance Trust

Caroline L. Kraus

Secretary

SEPTEMBER 5, 2023

IMPORTANT INFORMATION

FOR SHAREHOLDERS

For your convenience, the following “Questions and Answers” are a summary of, and are not intended to be as detailed as, the discussion found in the accompanying Joint Proxy Statement for Special Joint Meeting of Shareholders (the “Joint Proxy Statement”). The information in this “Questions and Answers” section is qualified in its entirety by reference to the Joint Proxy Statement. We encourage you to carefully review the information contained in the Joint Proxy Statement.

General

The Boards of Trustees of the Funds (the “Boards,” and the members thereof, the “Trustees”) separately determined that it is in the best interests of the Fund(s) under their respective oversight to align and consolidate the membership of the Boards so that all of the Funds are overseen by the same Trustees. Accordingly, the Boards have proposed the election of nominees (the “Nominees”) to the Boards (the “Proposal”) as discussed below.

The Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II currently consists of the same six Independent Trustees (i.e., Trustees who are not “interested persons” of each of the applicable Funds, as defined in the Investment Company Act of 1940 (the “1940 Act”) (the “ETF/ETFII/RE/GSTII Independent Trustees”)) as well as James A. McNamara, an Interested Trustee of the applicable Funds. The Board of each of the GS Trust and GS VIT also currently consists of the same seven Independent Trustees (the “GST/GS VIT Independent Trustees”) as well as Mr. McNamara, an Interested Trustee of the applicable Funds.

In order to bring the memberships of the Boards into alignment, (i) the GST/GS VIT Independent Trustees have been nominated for election to the Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II; and (ii) the ETF/ETFII/RE/GSTII Independent Trustees have been nominated for election to the Board of each of the GS Trust and GS VIT. In addition, three current GST/GS VIT Independent Trustees, who were previously appointed by other Independent Trustees to those Boards rather than elected by shareholders, have been nominated for election to continue to serve as Trustees on those Boards. Electing these three current GST/GS VIT Independent Trustees would give the applicable Board additional flexibility in the future to appoint a limited number of additional new Trustees, if necessary, without incurring the costs of holding one or more expensive shareholder meetings.

The Boards believe that this alignment and consolidation through the election of all of the Nominees would be beneficial to the Funds and their shareholders. If elected by shareholders, the Nominees would begin serving as Trustees of the applicable Board on January 1, 2024.

Owners, annuitants and beneficiaries of variable life insurance and variable annuity contracts issued by life insurance companies having separate accounts that invest in shares of one or more of the Funds within GS VIT who are entitled to give voting instructions in connection with their variable contracts with respect to the Proposal are referred to herein as “shareholders” with respect to such Fund(s).

After careful consideration, each Board unanimously recommends that shareholders of the Fund(s) under its oversight vote “FOR” the election of each applicable Nominee.

Each Nominee would not be deemed to be an “interested person,” as that term is defined under the 1940 Act, of any of the Funds. Mr. McNamara would be considered an “interested person” of each Fund because he holds positions with Goldman Sachs and owns securities issued by The Goldman Sachs Group, Inc.

Election of all of the Nominees will bring the membership of the Boards into alignment. This alignment and consolidation would provide an opportunity to enhance the effectiveness of board oversight and result in other potential benefits as described in the accompanying Joint Proxy Statement.

Voting

For each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II and GS VIT, the presence in person or by proxy of shareholders owning shares representing one-third (1/3) or more of the total combined shares entitled to vote at the Meeting shall constitute a quorum at the Meeting.

For each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II and GS VIT, when a quorum is present, an affirmative vote by a plurality of the shares voted shall elect a Nominee as Trustee.

For each of the GSETF Trust, GSETF Trust II, GS Trust, GS Trust II and GS VIT, the Proposal applies on a trust-wide basis, and all series (i.e., the respective Funds) and classes thereof will vote together on the Proposal. However, the vote on the Proposal or the election of a Nominee by the shareholders of each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II and GS VIT will not affect the Proposal or the election of a Nominee with respect to the other Funds.

We encourage you to vote over the Internet by going to the website provided on your enclosed proxy card or voting instruction form, or by telephone by calling the toll-free number on your enclosed proxy card or voting instruction form, in each case using the voting control number that appears on your proxy card or voting instruction form. These voting methods will save money. However, whichever method you choose, please take the time to read the Joint Proxy Statement before you vote.

THE ATTACHED JOINT PROXY STATEMENT CONTAINS MORE DETAILED INFORMATION ABOUT THE PROPOSAL. PLEASE READ IT CAREFULLY. YOUR VOTE IS IMPORTANT.

GOLDMAN SACHS ETF TRUST

GOLDMAN SACHS ETF TRUST II

GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND

GOLDMAN SACHS TRUST

GOLDMAN SACHS TRUST II

GOLDMAN SACHS VARIABLE INSURANCE TRUST

200 West Street

New York, New York 10282

(212) 902-1000

NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 16, 2023

NOTICE IS HEREBY GIVEN THAT A SPECIAL JOINT MEETING OF SHAREHOLDERS of each of the Goldman Sachs ETF Trust (“GSETF Trust”), Goldman Sachs ETF Trust II (“GSETF Trust II”), Goldman Sachs Real Estate Diversified Income Fund (“Real Estate Fund”), Goldman Sachs Trust (“GS Trust”), Goldman Sachs Trust II (“GS Trust II”) and Goldman Sachs Variable Insurance Trust (“GS VIT”) (collectively, the “Funds”) will be held virtually on November 16, 2023, at 10:30 a.m. Eastern Time (with any postponements or adjournments, the “Meeting”).

At the Meeting, and as specified in greater detail in the Joint Proxy Statement for Special Joint Meeting of Shareholders (the “Joint Proxy Statement”) accompanying this Notice, shareholders of the Funds will be asked to consider and act upon the following proposals:

1. To elect nominees (the “Nominees”) to the Board of Trustees (the “Boards,” and the members thereof, the “Trustees”) of each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II and GS VIT (the “Proposal”) as follows:

2. To transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

After careful consideration, the Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II and GS VIT unanimously recommends that shareholders vote “FOR” the Proposal (the election of each applicable Nominee).

The matters referred to above are discussed in the Joint Proxy Statement attached to this notice. The Board of your Fund believes that the Proposal is in the best interests of the Fund and its Shareholders.

Owners, annuitants and beneficiaries of variable life insurance and variable annuity contracts (“variable contracts”) issued by life insurance companies (the “Life Companies”) having separate accounts (the “Accounts”) that invest in shares of one or more of the Funds within GS VIT who are entitled to give voting instructions in connection with their variable contracts with respect to the Proposal are referred to herein as “shareholders” with respect to such Fund(s). Goldman Sachs & Co. LLC, Goldman Sachs Asset Management,

L.P. (“GSAM” or the “Investment Adviser”), the Life Companies and the Accounts are the only shareholders of GS VIT. Each Life Company hereby solicits and agrees to vote the shares of a GS VIT Fund at the Meeting, and, as applicable, in accordance with timely instructions received from owners of variable contracts issued by it and having contract values allocated to one of its Accounts invested in such shares.

You will be able to attend the Meeting online and vote your shares electronically. To participate in the Meeting, Shareholders must register in advance by visiting https://www.viewproxy.com/goldmansachs/broadridgevsm/ and submitting the required information to Broadridge Financial Solutions, Inc. (“Broadridge”), the Funds’ proxy solicitor.

Shareholders whose shares are registered directly with a Fund in the shareholder’s name will be asked to submit their name and control number found on the shareholder’s proxy card in order to register to participate in and vote at the Meeting. Shareholders whose shares are held by a broker, bank or other nominee must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the shareholder with a newly-issued control number. We note that obtaining a legal proxy may take several days. Requests for registration should be received no later than 5:00 p.m., Eastern Time, on November 14, 2023, but in any event must be received by the scheduled time for commencement of the Meeting. Once a shareholder has obtained a new control number, he or she must visit https://www.viewproxy.com/goldmansachs/broadridgevsm/ and submit his or her name and newly issued control number in order to register to participate in and vote at the Meeting.

After shareholders have submitted their registration information, they will receive an email from Broadridge that confirms that their registration request has been received and is under review by Broadridge. Once a shareholder’s registration request has been accepted, the shareholder will receive (i) an email containing an event link and dial-in information to attend the Meeting, and (ii) an email with a password to enter at the event link in order to access the Meeting. Only shareholders of a Fund present virtually or by proxy will be able to vote, or otherwise exercise the powers of a shareholder, at the Meeting. Shareholders may vote before or during the Meeting at www.proxyvote.com.

The Meeting webcast will begin promptly at 10:30 a.m. Eastern Time. We encourage you to access the Meeting prior to the start time. For additional information on how you can attend and participate in the virtual Meeting, please see the instructions beginning on page 1 of the Joint Proxy Statement that follows. Because the Meeting will be a completely virtual meeting, there will be no physical location for shareholders to attend.

The matters referred to above are discussed in the Joint Proxy Statement attached to this Notice. Shareholders and variable contract owners of record at the close of business on August 21, 2023, the record date for the Meeting, are entitled to receive notice of and to vote, or instruct the Life Company that issued the contract as to the manner in which shares of a GS VIT Fund attributable to the contract should be voted, at the Meeting and at any postponements or adjournments thereof.

If you will not be present at the Meeting, we urge you to sign, date and promptly return the enclosed proxy card or voting instruction form in the envelope provided, which is addressed for your convenience and needs no postage if mailed in the United States. You may also vote easily and quickly by Internet or by telephone. In order to avoid the additional expense to the Funds of further solicitation, we ask your cooperation in returning your proxy or voting instruction promptly.

By Order of the Boards of Trustees of

Goldman Sachs ETF Trust

Goldman Sachs ETF Trust II

Goldman Sachs Real Estate Diversified Income Fund

Goldman Sachs Trust

Goldman Sachs Trust II

Goldman Sachs Variable Insurance Trust

Caroline L. Kraus

Secretary

YOUR VOTE IS IMPORTANT

NO MATTER HOW MANY SHARES YOU OWN

To secure the largest possible representation at the Meeting, please mark your proxy card or voting instruction form, sign it, date it, and return it in the postage paid envelope provided (unless you are voting by Internet or by telephone). If you sign, date and return a proxy card or voting instruction form but give no voting instructions, your shares will be voted “FOR” the proposal indicated on the card. If you prefer, you may instead vote via the Internet or by telephone. To vote in this manner, you should refer to the directions below.

To vote via the Internet, please access the website found on your proxy card or voting instruction form and follow the on-screen instructions on the website.

To vote by telephone from within the United States, please call the toll-free number found on your proxy card or voting instruction form, and follow the recorded instructions. Shareholders outside the United States should vote via the Internet or by submitting a proxy card or voting instruction form instead.

You may revoke your proxy or voting instruction form at any time at or before the Meeting, by submitting to the Secretary of the Funds, c/o Goldman Sachs Funds, Attention: Shareholder Services Media Support, 71 South Wacker Drive, Suite 1200 Chicago, IL 60606, a written notice of revocation or subsequently executed proxy or voting instruction form or by virtually attending and voting at the Meeting.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general guidelines for signing proxy cards may be of assistance to you and will help avoid the time and expense to a Fund involved in validating your vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card or voting instruction form.

2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card or voting instruction form.

3. All Other Accounts: The capacity of the individual signing the proxy card or voting instruction form should be indicated unless it is reflected in the form of registration. For example:

TABLE OF CONTENTS

GOLDMAN SACHS ETF TRUST

GOLDMAN SACHS ETF TRUST II

GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND

GOLDMAN SACHS TRUST

GOLDMAN SACHS TRUST II

GOLDMAN SACHS VARIABLE INSURANCE TRUST

200 West Street

New York, New York 10282

(212) 902-1000

JOINT PROXY STATEMENT FOR SPECIAL JOINT MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 16, 2023

This Joint Proxy Statement and enclosed Notice of Special Joint Meeting of Shareholders (“Notice”) and proxy card are being furnished in connection with the solicitation of proxies by and on behalf of the Boards of Trustees (the “Boards,” and the members thereof, the “Trustees”) of the Goldman Sachs ETF Trust (“GSETF Trust”), Goldman Sachs ETF Trust II (“GSETF Trust II”), Goldman Sachs Real Estate Diversified Income Fund (“Real Estate Fund”), Goldman Sachs Trust (“GS Trust”), Goldman Sachs Trust II (“GS Trust II”) and Goldman Sachs Variable Insurance Trust (“GS VIT”) (collectively, the “Funds”). The proxies are being solicited for use at a virtual special joint meeting of shareholders of each Fund to be held on November 16, 2023, at 10:30 a.m. Eastern Time (with any postponements or adjournments, the “Meeting”).

This Joint Proxy Statement is also being furnished by certain life insurance companies (the “Life Companies”) to owners, annuitants and beneficiaries (“variable contract owners”) of variable life insurance and variable annuity contracts (“variable contracts”) issued by a Life Company and having contract assets on the record date allocated to a separate account of a Life Company that has invested in shares of one or more of the Funds within GS VIT (an “Account”). Shareholders and variable contract owners are referred to herein collectively as “shareholders,” unless otherwise specified.

This Joint Proxy Statement and the accompanying Notice, proxy card and voting instruction form (or, if applicable, the appropriate notice of where to access these materials) are anticipated to be first mailed to shareholders on or about September 7, 2023.

At the Meeting, and as described in this Joint Proxy Statement, shareholders of the Funds will be asked to consider and act upon the following proposals:

1. To elect nominees (the “Nominees”) to the Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II and GS VIT (the “Proposal”) as follows:

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2. To transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

After careful consideration, the Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II and GS VIT unanimously recommends that shareholders vote “FOR” the Proposal (the election of each applicable Nominee). The Proposal will be voted upon separately by each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II and GS VIT. For each of the GSETF Trust, GSETF Trust II, GS Trust, GS Trust II and GS VIT, the Proposal applies on a Trust-wide basis, and all series (i.e., the respective Funds) and classes thereof will vote together on the Proposal.

As further explained below, election of all of the Nominees will bring the membership of the Boards into alignment. This alignment and consolidation would provide the opportunity to enhance the effectiveness of board oversight, and result in other potential benefits, as described below. If elected by shareholders, the Nominees would begin serving as Trustees of the applicable Board on January 1, 2024. The Boards have determined that the use of this Joint Proxy Statement for the Meeting is in the best interests of each Fund and its shareholders because similar matters are being considered and voted on by the shareholders of the other Funds.

The Meeting will be a virtual meeting conducted exclusively via live webcast starting at 10:30 a.m. Eastern Time on November 16, 2023. You will be able to attend the Meeting online and vote your shares electronically. To participate in the Meeting, shareholders must register in advance by visiting https://www.viewproxy.com/goldmansachs/broadridgevsm/and submitting the required information to Broadridge Financial Solutions, Inc. (“Broadridge”), the Funds’ proxy solicitor.

Shareholders whose shares are registered directly with a Fund in the Shareholder’s name will be asked to submit their name and control number found on the Shareholder’s proxy card in order to register to participate in and vote at the Meeting. Shareholders whose shares are held by a broker, bank or other nominee must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the shareholder with a newly-issued control number. We note that obtaining a legal proxy may take several days. Requests for registration should be received no later than 5:00 p.m., Eastern Time, on November 14. 2023, but in any event must be received by the scheduled time for commencement of the Meeting. Once shareholders have obtained a new control number, they must visit https://www.viewproxy.com/goldmansachs/broadridgevsm/ and submit their name and newly issued control number in order to register to participate in and vote at the Meeting.

After Shareholders have submitted their registration information, they will receive an email from Broadridge that confirms that their registration request has been received and is under review by Broadridge. Once a Shareholder’s registration request has been accepted, the Shareholder will receive (i) an email containing an event link and dial-in information to attend the Meeting, and (ii) an email with a password to enter at the event link in order to access the Meeting. Shareholders may vote before or during the Meeting at www.proxyvote.com. Only Shareholders of a Fund present virtually or by proxy will be able to vote, or otherwise exercise the powers of a Shareholder, at the Meeting.

The Boards have fixed the close of business on August 21, 2023 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting (the “Record Date”). Shareholders of record of the Funds on the Record Date are entitled to one vote per share at the Meeting. Appendix C to this Joint Proxy Statement sets forth the number of shares of beneficial interest of each Fund outstanding as of the Record Date. Appendix D to this Joint Proxy Statement sets forth the persons who owned beneficially more than 5% of any class of a Fund as of July 31, 2023.

Goldman Sachs & Co. LLC, Goldman Sachs Asset Management, L.P. (“GSAM” or the “Investment Adviser”), the Life Companies and the Accounts are the only shareholders of GS VIT. Each Life Company

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hereby solicits and agrees to vote the shares of one or more Funds within GS VIT at the Meeting, and, as applicable, in accordance with timely instructions received from persons entitled to give voting instructions under variable contracts issued by it and having contract values allocated to one of its Accounts invested in shares of one or more Funds within GS VIT. As a variable contract owner of record at the close of business on the Record Date, you have the right to instruct the Life Company that issued your contract as to the manner in which shares of one or more Funds within GS VIT attributable to your contract should be voted. The Life Companies will vote shares attributable to variable contracts as to which proxy cards or voting instruction forms are neither executed nor returned in proportion (“for” or “withhold authority”) to those shares for which instructions are received. As a result, a small number of variable contract owners could determine the outcome of the vote for the GS VIT if other owners fail to vote. GSAM will vote shares of GS VIT that it owns, if any, in proportion to the votes cast by the Life Companies on behalf of variable contract owners.

The Funds’ officers, and personnel of the Funds’ investment adviser and transfer agents and any authorized proxy solicitation agent, may also solicit proxies by telephone, facsimile, Internet or in person. If the Funds record votes through the Internet or by telephone, it will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their identities have been properly recorded.

GSAM has agreed to bear a portion of the costs associated with the board realignment and consolidation (up to $2,100,000). Each Fund will be allocated its respective share of the remaining costs associated with the board realignment and consolidation, with fixed costs allocated to the Funds equally and certain variable costs (e.g., costs of printing and mailing) allocated to the Funds on a pro rata basis based on the number of shareholders of each Fund. In addition, for Funds subject to an expense reimbursement arrangement, GSAM will reimburse the costs associated with the board realignment and consolidation to the extent needed to ensure that no Fund’s allocated costs would increase such Fund’s total expense ratio by more than 0.004%. In no event will the allocated costs associated with the board realignment and consolidation increase a Fund’s total expense ratio by more than 0.004%. The Funds and GSAM have retained Broadridge Financial Solutions (“Broadridge”), a proxy solicitation firm, to assist the solicitation and tabulation of proxies, and Donnelley Financial Solutions (“DFIN”), to assist with the printing of proxy materials. The cost of DFIN’s and Broadridge’s services in connection with the proxy solicitation is approximately $6.6 million.

To vote by mail, sign, date and promptly return the enclosed proxy card or voting instruction form in the accompanying postage pre-paid envelope. To vote by Internet or telephone, please use the control number on your proxy card or voting instruction form and follow the instructions as described on your proxy card or voting instruction form. If you have any questions regarding the proxy materials, please contact Broadridge at 855-973-0097. If the enclosed proxy card or voting instruction form is properly executed and received prior to the Meeting and has not been revoked, the shares represented thereby will be voted in accordance with the instructions marked on the returned proxy card or voting instruction form or, if no instructions are marked on the returned proxy card or voting instruction form, the proxy card or voting instruction form will be voted “FOR” the election of the Nominees described in this Joint Proxy Statement, and in the discretion of the persons named as proxies in connection with any other matter that may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Any person giving a proxy may revoke it at any time before it is exercised by submitting to the Secretary of the Funds, c/o Goldman Sachs Funds, Attention: Shareholder Services Media Support, 71 South Wacker Drive, Suite 1200 Chicago, IL 60606, a written notice of revocation or subsequently executed proxy or voting instruction form or by virtually attending and voting at the Meeting.

If (i) you are a member of a household in which multiple shareholders of a Fund share the same address, (ii) your shares are held in “street name” and (iii) your broker or bank has received consent to household material, then your broker or bank may have sent to your household only one copy of this Joint Proxy Statement or the Notice of Internet Availability of Proxy Materials, unless your broker or bank previously received contrary

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instructions from a shareholder in your household. If you are part of a household that has received only one copy of this Joint Proxy Statement or the Notice of Internet Availability of Proxy Materials, your Fund will deliver promptly a separate copy of this Joint Proxy Statement or the Notice of Internet Availability of Proxy Materials to you upon request. To receive a separate copy of this Joint Proxy Statement or the Notice of Internet Availability of Proxy Materials, please contact your Fund by calling toll free 1-800-621-2550 (for institutional shareholders) or 1-800-526-7384 (for retail shareholders) or by mail at such Fund, c/o Goldman Sachs Funds, Attention: Shareholder Services Media Support, 71 South Wacker Drive, Suite 1200 Chicago, IL 60606. If your shares are held with certain banks, trust companies, brokers, dealers, investment advisers and other financial intermediaries (each, an “Authorized Institution”) and you would like to receive a separate copy of future proxy statements, prospectuses or annual reports or you are now receiving multiple copies of these documents and would like to receive a single copy in the future, please contact your Authorized Institution.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING TO BE HELD ON NOVEMBER 16, 2023

This Joint Proxy Statement is available online at www.proxyvote.com (please have the control number found on your proxy card or voting instruction form ready when you visit this website).

In addition, copies of the Funds’ most recent annual and semi-annual report, including financial statements, have previously been mailed to Shareholders. The Funds will furnish to any shareholder upon request, without charge, an additional copy of the Funds’ most recent annual report and semi-annual report to shareholders. Annual reports and semi-annual reports to Shareholders may be obtained by writing to: the Funds, c/o Goldman Sachs Funds, Attention: Shareholder Services Media Support, 71 South Wacker Drive, Suite 1200 Chicago, IL 60606; or by telephone toll-free at: 1-800-621-2550 (for institutional shareholders) and 1-800-526-7384 (for retail shareholders).

The date of this Joint Proxy Statement is September 5, 2023.

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THE PROPOSAL

ELECTION OF NOMINEES TO THE BOARD OF TRUSTEES OF EACH OF GOLDMAN SACHS ETF TRUST, GOLDMAN SACHS ETF TRUST II, GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND, GOLDMAN SACHS TRUST, GOLDMAN SACHS TRUST II AND GOLDMAN SACHS VARIABLE INSURANCE TRUST

ALL FUNDS LISTED IN EXHIBIT C

The Proposal relates to the election of the following Nominees to the Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II and GS VIT:

The Board of each of the GS Trust and GS VIT is currently composed of eight Trustees: Gregory G. Weaver, Dwight L. Bush, Kathryn A. Cassidy, John G. Chou, Joaquin Delgado, Eileen H. Dowling, Paul C. Wirth and James A. McNamara. The Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II is currently composed of seven Trustees: Cheryl K. Beebe, Lawrence Hughes, John F. Killian, Steven D. Krichmar, Michael Latham, Lawrence W. Stranghoener and James A. McNamara.

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Each Nominee would not be deemed to be an “interested person,” as that term is defined under the Investment Company Act of 1940 (the “1940 Act”), of each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II and GS VIT.

If elected, the applicable Nominees would hold office with respect for an indefinite term, until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board or shareholders, in accordance with the applicable Declaration of Trust; (c) the termination of the Funds; or (d) his or her retirement (whether pursuant to the applicable retirement policy or otherwise).

These policies may be changed by the Trustees without shareholder approval. The Boards would also be able to fill future vacancies by appointment (subject to the requirement of the 1940 Act that, after such appointment, at least two-thirds of the Trustees holding office must have been elected by shareholders) without incurring the additional expense associated with calling one or more shareholder meetings to fill those vacancies.

Following discussions with GSAM and meetings of the Boards, each Governance and Nominating Committee considered each applicable Nominee (except with respect to Nominees who were appointed and currently serve on the Boards of GS Trust and GS VIT), including his or her qualifications and experience, and selected and recommended, and each Board unanimously nominated, the applicable Nominees for election by shareholders as Trustees of the applicable Boards. The Boards also increased their respective sizes to accommodate the applicable Nominees.

Explanation of the Board Alignment and Consolidation

The Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II currently consists of the same six Independent Trustees (i.e., Trustees who are not “interested persons” of the applicable Funds, as defined in the 1940 Act) as well as Mr. McNamara, an Interested Trustee. The Board of each of the GS Trust and GS VIT also currently consists of the same seven Independent Trustees as well as James A. McNamara, an Interested Trustee. In order to bring the memberships of the Boards into alignment, (i) the GST/GS VIT Independent Trustees have been nominated for election to the Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II; and (ii) the ETF/ETFII/RE/GSTII Independent Trustees have been nominated for election to the Board of each of the GS Trust and GS VIT. In addition, three current Independent Trustees of the GS Trust and GS VIT (Mr. Chou, Ms. Dowling and Mr. Wirth), who were previously appointed by other Independent Trustees to the Board rather than elected by shareholders, have been nominated for election to continue to serve as Trustees on the Board.

As further explained below, the election of all of the Nominees will bring the membership of the Boards into alignment. This alignment and consolidation would provide the opportunity to enhance the effectiveness of board oversight and result in other potential benefits as described in the accompanying Joint Proxy Statement.

The Boards separately determined that it is in the best interests of the Fund(s) under their respective oversight to align and consolidate the membership of the Boards so that all of the Funds are overseen by the same Trustees.

Summary of the Reasons for the Board Alignment and Consolidation

The Proposal is the result of an effort on the part of the Boards and GSAM to align and consolidate the membership of the Boards so that the same Trustees serve on each board for the Funds, in order to further enhance the effectiveness of board oversight. The Trustees met with GSAM representatives and communicated with each other to consider and develop the Proposal to align and consolidate the membership of the Boards. The Independent Trustees also met with their independent legal counsel to consider and discuss matters relating to the alignment and consolidation of the Boards.

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In reaching the conclusion that the approval of the Proposal is in the best interests of the Funds and their shareholders, the Boards took into account the recommendation of GSAM, and considered a number of factors, including the following:

Information concerning the Nominees and other relevant factors is provided below. Using the enclosed proxy card or voting instruction form or voting by the Internet or by telephone, a shareholder may authorize proxies to vote his or her shares for the Nominees or may withhold from the proxies authority to vote his or her shares for one or more of the Nominees. If the enclosed proxy card or voting instruction form is properly executed and received prior to the Meeting (and has not been revoked) but no instructions are marked, the proxies will vote “FOR” the Nominees. Each of the Nominees has consented to his or her nomination and has agreed to serve if elected. If, at the time of the Meeting, for any reason, any Nominee is not available for election or able to serve as a Trustee, the proxies will exercise their voting power in favor of such substitute Nominee, if any, as the Trustees may designate. The Funds have no reason to believe that it will be necessary to designate a substitute Nominee. Each Fund proposes the election by all of its respective shareholders of the Nominees named in the table below to serve as members of its Board.

Information Regarding the Nominees

The following table lists the Nominees and Trustees, their ages, current position(s) held with the Funds length of time served, principal occupations during the past five years, number of funds currently overseen within the Goldman Sachs Fund Complex and other directorships held by the Nominees and Trustees during the past five years, as of September 5, 2023.

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Independent Trustees/Nominees

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10

11

12

13

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The significance or relevance of a Nominee’s particular experience, qualifications, attributes and/or skills is considered by the Boards on an individual basis. Experience, qualifications, attributes and/or skills common to all Nominees include the ability to critically review, evaluate and discuss information provided to them and to interact effectively with the other Trustees and with representatives of the investment advisers and sub-advisers and their affiliates, other service providers, legal counsel and the Funds’ independent registered public accounting firm, the capacity to address financial and legal issues and exercise reasonable business judgment, and a commitment to the representation of the interests of the Funds and their Shareholders. The Governance and Nominating Committees’ charters contain certain other factors that are considered by the Governance and Nominating Committees in identifying and evaluating potential nominees to serve as Independent Trustees. Based on each Nominee’s experience, qualifications, attributes and/or skills, considered individually and with respect to the experience, qualifications, attributes and/or skills of other Nominees, the Boards have each concluded that each Nominee should serve as a Trustee. Below is a brief discussion of the experience, qualifications, attributes and/or skills of each individual Nominee as of September 5, 2023 that led the Boards to conclude that such individual should serve as a Trustee.

Cheryl K. Beebe. Ms. Beebe has served as a Trustee of the GS Trust II since 2015 and Chair of the Board of Trustees since 2017 and the GSETF Trust, GSETF Trust II and Real Estate Fund since 2021 and Chair of the Board of Trustees since 2021. Ms. Beebe is retired. She is a member of the Board of Directors of Packaging Corporation of America, a producer of container board, where she serves as Chair of the Audit Committee. She is also a member of the Board of Directors of The Mosaic Company, a producer of phosphate and potash fertilizer, and serves as Chair of the Audit Committee. In addition, Ms. Beebe is a member of the Board of Directors of HanesBrands Inc., a multinational clothing company. Further, she serves on the Board of Trustees of Fairleigh Dickinson University, where she is Chair of the Governance Committee. Ms. Beebe was a member of the Board of Directors of Convergys Corporation, a global leader in customer experience outsourcing, where she served as Chair of the Audit Committee. Previously, she held several senior management positions at Ingredion, Inc. (formerly Corn Products International, Inc.), a leading global ingredient solutions company. Ms. Beebe also worked at Ingredion, Inc. and predecessor companies for 34 years, most recently as Executive Vice President and Chief Financial Officer. In that capacity, she was responsible for overseeing the company’s controller, treasury, tax, investor relations, internal audit, financial planning, corporate communications and global supply chain functions. Based on the foregoing, Ms. Beebe is experienced with financial, accounting and investment matters.

Dwight L. Bush. The Honorable Dwight Bush has served as a Trustee of the GS Trust and GS VIT since 2020. He also serves as President and CEO of D.L. Bush & Associates, a financial advisory and private investment firm, and Director of MoneyLion, Inc., an operator of a data-driven, digital financial platform. From 2014 to 2017, The Honorable Dwight Bush served as U.S. Ambassador to the Kingdom of Morocco. Prior to his service as U.S. Ambassador, he established and served as CEO of Urban Trust Bank and UTB Education Finance, LLC, an integrated provider of education credit services. The Honorable Dwight Bush was previously Vice President of Corporate Development for SLM Corporation (commonly known as Sallie Mae). Formerly, he served as a member of the Board of Directors of Santander Bank, N.A., JER Investors Trust, a specialty real estate finance company, and as Vice Chairman of the Board of Directors of CASI Pharmaceuticals (formerly Entremed, Inc.) where he was Chairman of the Audit Committee. The Honorable Dwight Bush also serves as a member of the Board of Directors for several philanthropic organizations, including the Middle East Investment Initiative and the Meridian International Center, and has served on the executive committee of Cornell University. He previously served on the Trust’s Advisory Board. Based on the foregoing, The Honorable Dwight Bush is experienced with financial and investment matters.

Kathryn A. Cassidy. Ms. Cassidy has served as a Trustee of the GS Trust and GS VIT since 2015. Ms. Cassidy has been designated as the Board’s “audit committee financial expert” given her extensive accounting and finance experience. She is a member of the Board of Directors for Vertical Aerospace Ltd., a

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publicly-traded aerospace and technology company, where she serves as Chair of the Audit Committee. Previously, Ms. Cassidy held several senior management positions at General Electric Company (“GE”) and General Electric Capital Corporation (“GECapital”) and its subsidiaries, where she worked for 35 years, most recently as Advisor to the Chairman of GECapital and Senior Vice President and Treasurer of GE and GECapital. As Senior Vice President and Treasurer, Ms. Cassidy led capital markets and treasury matters of multiple initial public offerings. Ms. Cassidy was responsible for managing global treasury operations, including global funding, hedging, derivative accounting and execution, cash and liquidity management, cash operations and treasury services, and global regulatory compliance and reporting for liquidity, derivatives, market risk and counterparty credit risk. Formerly, Ms. Cassidy served as a Director of buildOn, a not-for-profit organization, where she served as Chair of the Finance Committee. Based on the foregoing, Ms. Cassidy is experienced with financial and investment matters.

John G. Chou. Mr. Chou has served as a Trustee of the GS Trust and GS VIT since 2022. Mr. Chou is retired. Formerly, he held several executive and senior management positions at Cencora, Inc. (“Cencora”) (formerly AmerisourceBergen Corporation) from 2002-2022, including Executive Vice President and Special Advisor to the Chairman and Chief Executive Officer, Executive Vice President and Chief Legal Officer, Executive Vice President and Chief Legal & Business Officer, and Executive Vice President and General Counsel. As Executive Vice President and Chief Legal Officer, Mr. Chou was responsible for managing Cencora’s legal, regulatory, quality, privacy, global business resilience and enterprise risk management functions, among others. In addition, he previously held senior legal positions at Cigna Corporation, ARCO Chemical Europe, and Arco Chemical Company, and also practiced law at various law firms, including most recently as a member of Eckert Seamens Cherin & Mellott, LLC. Mr. Chou currently serves as the President of the Board of Trustees of Episcopal Community Services and as a member of the Board of Directors of the Committee of Seventy. Based on the foregoing, Mr. Chou is experienced with financial and investment matters.

Joaquin Delgado. Dr. Delgado has served as a Trustee of the GS Trust and GS VIT since 2020. Dr. Delgado is a member of the Board of Directors for Stepan Company, a publicly-traded specialty chemical manufacturer. Previously, Dr. Delgado was a member of the Board of Directors for Hexion Inc., a privately held specialty chemical manufacturer, and held several senior management positions at 3M Company, where he worked for over 30 years, most recently as Executive Vice President of 3M Company’s Consumer Business Group. As Executive Vice President, Vice President, and General Manager at 3M Company, Dr. Delgado directed mergers and acquisitions worldwide, and was responsible for managing global operations in specialized markets such as semiconductors, consumer electronics, communications, medical and office supplies and software. Dr. Delgado also serves as a member of the Board of Directors of Ballet Austin, a not-for-profit organization. Additionally, he formerly served as a member of the Board of Directors of MacPhail Center for Music, a not-for-profit organization. Dr. Delgado previously served on the Trust’s Advisory Board. Based on the foregoing, Dr. Delgado is experienced with financial and investment matters.

Eileen H. Dowling. Ms. Dowling has served as a Trustee of the GS Trust and GS VIT since 2021. Ms. Dowling worked at BlackRock for over 10 years, where she was a Managing Director and, most recently, a Senior Advisor. While at BlackRock, Ms. Dowling held several senior management positions responsible for clients, investment products and marketing, including Global Head of Consultant Relations, Global Head of Multinationals, Global Head of the Institutional Product Group and Global Head of Institutional Marketing. She also was a member of BlackRock’s Global Operating Committee and Product Executive Committee. From 2007-2011, Ms. Dowling was a Managing Director and Global Head of Marketing at Credit Suisse Asset Management. Prior to that, over an 18-year period at Merrill Lynch, Ms. Dowling served in several roles in Investment Banking, Capital Markets and Research. Ms. Dowling currently serves as a Member of the Advisory Board and Finance Committee of New York University’s Glucksman Ireland House. Based on the foregoing, Ms. Dowling is experienced with investment, financial and accounting matters.

Lawrence Hughes. Mr. Hughes has served as a Trustee of the GS Trust II since 2016 and the GSETF Trust, GSETF Trust II and Real Estate Fund since 2021. Mr. Hughes is retired. Previously, he held several senior

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management positions at BNY Mellon Wealth Management, a division of The Bank of New York Mellon Corporation that provides wealth planning, investment management and banking services to individuals, families, family offices and charitable gift programs through a nationwide network of offices. Mr. Hughes worked at BNY Mellon Wealth Management for 24 years, most recently as Chief Executive Officer. In that capacity, he was ultimately responsible for the division’s operations and played an active role in multiple acquisitions. Based on the foregoing, Mr. Hughes is experienced with financial and investment matters.

John F. Killian. Mr. Killian has served as a Trustee of the GS Trust II since 2015 and the GSETF Trust, GSETF Trust II and Real Estate Fund since 2021. Mr. Killian has been designated as the Board’s “audit committee financial expert” given his extensive accounting and finance experience. Mr. Killian is retired. Mr. Killian is a member of the Board of Directors of Consolidated Edison, Inc., a utility holding company, where he serves as Chair of the Audit Committee and as a member of the Corporate Governance and Nominating, and Management Development and Compensation Committees. Formerly, he was a member of the Board of Directors of Houghton Mifflin Harcourt Publishing Company, where he served as Chair of the Audit Committee and a member of the Compensation Committee. Previously, Mr. Killian worked for 31 years at Verizon Communications, Inc. and predecessor companies, most recently as Executive Vice President and Chief Financial Officer. Based on the foregoing, Mr. Killian is experienced with accounting, financial and investment matters.

Steven D. Krichmar. Mr. Krichmar has served as a Trustee of the GS Trust II since 2018 and the GSETF Trust, GSETF Trust II and Real Estate Fund since 2021. Mr. Krichmar is retired. He previously worked for fifteen years at Putnam Investments, LLC, a financial services company. Most recently, he served as Chief of Operations and a member of the Operating Committee of Putnam Investments, LLC. He was also involved in the governance of The Putnam Funds, serving as Principal Financial Officer. Before joining Putnam, Mr. Krichmar worked for PricewaterhouseCoopers LLP and its predecessor company for 20 years, most recently as Audit Partner and Investment Management Industry Leader (Assurance) for the northeast U.S. region. Currently, Mr. Krichmar is a member of the Board of Trustees of Boston Children’s Hospital, where he serves as Chairman of the Audit & Compliance Committee, the Co-Chairman of the Finance Committee, a member of the Executive Committee and the Technology and Innovation Committee, and a member of the Physicians’ Organization Board. He is also a member of the Board of Directors and Audit Committee of The Risk Management Foundation of the Harvard Medical Institutions, a member of the Subscribers Advisory Committee of CRICO (A Reciprocal Risk Retention Group), a member of the Board of Trustees of Boys & Girls Clubs of Boston, and a member of the Board of Advisors of the University of North Carolina Kenan-Flagler Business School. Based on the foregoing, Mr. Krichmar is experienced with accounting, financial and investment matters.

Michael Latham. Mr. Latham has served as a Trustee of the GSETF Trust since 2015, the GSETF Trust II and GS Trust II since 2021 and the Real Estate Fund since inception. Mr. Latham is retired. Previously, Mr. Latham held several senior management positions for 15 years with the iShares exchange-traded fund business owned by BlackRock, Inc. and previously owned by Barclays Global Investors, most recently as Chairman and Global Head of the business. In that capacity he was one of the lead executives responsible for the growth of the business. He was also involved in governance of the iShares funds, serving initially as Principal Financial Officer and later as President and Principal Executive Officer and a member of the Board of Directors. Mr. Latham is a certified public accountant, and before joining Barclays Global Investors, he worked at Ernst and Young for over five years. Based on the foregoing, Mr. Latham is experienced with accounting, financial and investment matters.

Lawrence W. Stranghoener. Mr. Stranghoener has served as a Trustee of the GSETF Trust since 2015, the GSETF Trust II and GS Trust II since 2021 and the Real Estate Fund since inception. Mr. Stranghoener is retired. Mr. Stranghoener is Chairman of the Board of Directors of Kennametal, Inc., a global manufacturer and distributor of tooling and industrial materials. Previously, he was a member of the Board of Directors of Aleris Corporation and Aleris International, Inc., which provided aluminum rolled products and extrusions, aluminum

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recycling, and specification alloy production, where he served as Chair of the Audit Committee and also served on the Compensation Committee. Mr. Stranghoener also held several senior management positions at Mosaic Company, a fertilizer manufacturing company, where he worked for 10 years, most recently as Interim Chief Executive Officer, Executive Vice President and Chief Financial Officer. As Executive Vice President and Chief Financial Officer at Mosaic Company, Mr. Stranghoener implemented public company processes, policies and performance standards to transition the company from private to public ownership and oversaw the company’s controller, treasury, tax, investor relations, strategy and business development, and internal audit functions. He also led the integration of Mosaic Company with IMC Global, Inc. during their merger. Previously, Mr. Stranghoener served for three years as Executive Vice President and Chief Financial Officer for Thrivent Financial, a non-profit, financial services organization and Techies.com, an internet-based professional services company. Mr. Stranghoener also held several senior management positions at Honeywell International, Inc. where he worked for 17 years, most recently as Vice President and Chief Financial Officer. Based on the foregoing, Mr. Stranghoener is experienced with financial and investment matters.

Gregory G. Weaver. Mr. Weaver has served as a Trustee of the GS Trust and GS VIT since 2015 and Chair of the Board since 2023. Mr. Weaver also serves as a Director of Verizon Communications Inc., where he serves as Chair of the Audit Committee. Previously, Mr. Weaver was a partner with Deloitte & Touche LLP for 30 years. He was the firm’s first chairman and chief executive officer from 2001–2005, and was elected to serve a second term (2012–2014). While serving as chairman at Deloitte & Touche LLP, Mr. Weaver led the audit and enterprise risk services practice, overseeing all operations, strategic positioning, audit quality, and talent matters. Mr. Weaver also served as a member of the firm’s Board of Directors for six years where he served on the Governance Committee and Partner Earnings and Benefits Committee and was chairman of the Elected Leaders Committee and Strategic Investment Committee. Mr. Weaver is also a Board member and Audit Committee chair of the YMCA of Westfield, New Jersey. Mr. Weaver has also served as President of the Council of Boy Scouts of America in Long Rivers, Connecticut, President of A Better Chance in Glastonbury, Connecticut, as a member of the Financial Accounting Standards Advisory Council and as a board member of the Stan Ross Department of Accountancy, Baruch College. Based on the foregoing, Mr. Weaver is experienced with accounting, financial and investment matters.

Paul C. Wirth. Mr. Wirth has served as a Trustee of the GS Trust and GS VIT since 2022. Mr. Wirth is an Executive Advisor with My Next Season LLC, a career transition advisory firm. Previously, Mr. Wirth held various senior management positions at Morgan Stanley, where he worked for over 15 years. While with Morgan Stanley, Mr. Wirth served as Deputy Chief Financial Officer and Principal Accounting Officer, Finance Director and Principal Accounting Officer, and Managing Director, Global Controller and Chief Accounting Officer. He also was a member of Morgan Stanley’s Management Committee and Risk Committee. Prior to Morgan Stanley, Mr. Wirth held senior positions at Credit Suisse First Boston, Deloitte & Touche LLP, and KPMG LLP. Mr. Wirth served as a member of the Board of Directors of certain Morgan Stanley subsidiaries, including Morgan Stanley Europe Holding SE, where he also served as Audit Committee Chairman. He is also a member of the St. John’s University Board of Governors since October 2020 and was previously a member of the Peter J. Tobin College of Business Board of Trustees from 2011 to 2017. Mr. Wirth serves as a member of the Board of Advisors for the ARC of Essex County, a not-for-profit organization. He also has served on the Board of Trustees of the Financial Accounting Foundation. Mr. Wirth is a certified public accountant. Based on the foregoing, Mr. Wirth is experienced with accounting, financial and investment matters.

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Additional Information about the Boards and the Nominees

The Boards’ Leadership Structure

The business and affairs of the Funds are managed under the direction of the respective Boards, subject to the laws of the State of Delaware and the applicable Declaration of Trust. Each Board is responsible for deciding matters of overall policy and reviewing the actions of the applicable Funds’ service providers. The officers of the Funds conduct and supervise the Funds’ daily business operations. Trustees who are not deemed to be “interested persons” of the Fund(s) under their oversight as defined in the 1940 Act are referred to as “Independent Trustees.” Trustees who are deemed to be “interested persons” of the Fund(s) under their oversight are referred to as “Interested Trustees.” The Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II is currently composed of six Independent Trustees and one Interested Trustee. The Board of each of the GS Trust and GS VIT is currently composed of seven Independent Trustees and one Interested Trustee. Each Board has selected an Independent Trustee to act as Chair, whose duties include presiding at meetings of the Board and acting as a focal point to address significant issues that may arise between regularly scheduled Board and Committee meetings. In the performance of the Chair’s duties, the Chair will consult with the other Independent Trustees and the Funds’ officers and legal counsel, as appropriate. The Chair may perform other functions as requested by his or her Boards from time to time.

The Boards meet as often as necessary to discharge their responsibilities. Currently, the Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II conducts regular meetings at least five times a year and the Board of each of the GS Trust and GS VIT conducts regular meetings at least six times a year, and each Board holds special meetings as necessary to address specific issues that require attention prior to the next regularly scheduled meeting. In addition, the Independent Trustees of each Board meet at least annually to review, among other things, investment management agreements and sub-advisory agreements, as applicable, distribution and/or service plans and related agreements, transfer agency agreements and certain other agreements providing for the compensation of Goldman Sachs and/or its affiliates by the Fund(s) under their oversight, and to consider such other matters as they deem appropriate.

The Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II has established five standing committees – Audit, Governance and Nominating, Compliance, Board Valuation and Contract Review Committees. The Board of each of the GS Trust and GS VIT has established four standing committees – Audit, Governance and Nominating, Compliance and Risk Oversight and Contract Review Committees. Each Board may establish other committees, or nominate one or more Trustees to examine particular issues related to such Board’s oversight responsibilities, from time to time. Each Committee meets periodically to perform its delegated oversight functions and reports its findings and recommendations to its Board.

The Trustees of each Board have determined that the leadership structure of their Board is appropriate because it allows the Trustees to effectively perform their oversight responsibilities.

Standing Board Committees

Audit Committee

Each Audit Committee oversees the audit process and provides assistance to its Board with respect to fund accounting, tax compliance and financial statement matters. In performing its responsibilities, each Audit Committee selects and recommends annually to its Board an independent registered public accounting firm to audit the books and records of the Fund(s) under its oversight for the ensuing year, and reviews with the firm the scope and results of each audit. All of the Independent Trustees of each Board serve on the Audit Committee of such Board. Mr. Latham serves as Chair of the Audit Committee and the “audit committee financial expert” of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II and Ms. Cassidy serves as Chair of the Audit Committee and the “audit committee financial expert” of each of the GS Trust and GS VIT.

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Each Audit Committee acts according to its Audit Committee charter. A copy of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II Audit Committee charter is attached hereto as Appendix A.

Governance and Nominating Committee

Each Governance and Nominating Committee has been established to: (i) assist its Board in matters involving mutual fund governance, which includes making recommendations to its Board with respect to the effectiveness of the Board in carrying out its responsibilities in governing the Fund(s) under its oversight and overseeing its management; (ii) select and nominate candidates for appointment or election to serve as Independent Trustees; and (iii) advise its Board on ways to improve its effectiveness. All of the Independent Trustees of each Board serve on the Governance and Nominating Committee of such Board. As stated above, each Trustee holds office for an indefinite term until the occurrence of certain events. In filling Board vacancies, each Governance and Nominating Committee will consider nominees recommended by shareholders. Nominee recommendations should be submitted to the Funds, as applicable, at its mailing address stated in the Funds’ Prospectuses and should be directed to the attention of the Governance and Nominating Committee.

Each Governance and Nominating Committee acts according to its Governance and Nominating Committee charter, a copy of which is attached hereto as Appendix B.

Compliance Committee (GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II)

The Compliance Committee of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II has been established for the purpose of overseeing the compliance processes: (i) of the Fund(s); and (ii) insofar as they relate to services provided to the Fund(s), of the Fund’s Investment Adviser, Distributor, administrator (if any), and Transfer Agent, except that compliance processes relating to the accounting and financial reporting processes, and certain related matters, are overseen by the Audit Committee. In addition, the Compliance Committee provides assistance to its full Board with respect to compliance matters. All of the Independent Trustees of each Board of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II serve on the Compliance Committee of such Board.

Compliance and Risk Oversight Committee (GS Trust and GS VIT)

The Compliance and Risk Oversight Committee of each of the GS Trust and GS VIT has been established for the purpose of overseeing the compliance processes: (i) of the Funds; (ii) the adequacy and effectiveness of the Trusts’ risk management processes; and (iii) insofar as they relate to services provided to the Funds, any investment adviser, sub-adviser, principal underwriter, administrator, and transfer agent to each Fund, except that compliance processes relating to the accounting and financial reporting processes, and certain related matters, are overseen by the Audit Committee. The Compliance and Risk Oversight Committee also oversees the risk management processes administered by management of the Funds and relevant service providers to the Funds including, among other areas investment risk, which includes market, liquidity, counterparty and credit risk, operational risk (including information technology), derivatives risk and other applicable risk areas that are under the purview of the Goldman Sachs Asset Management Global Risk Management group that relate to the Funds. In addition, the Compliance and Risk Oversight Committee provides assistance to its full Board with respect to compliance matters. All of the Independent Trustees of each Board of the GS Trust and GS VIT serve on the Compliance and Risk Oversight Committee of such Board.

Board Valuation Committee (GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II)

The Board Valuation Committee of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II has been established for the purpose of reviewing valuation matters requiring prompt notification from the valuation designee in accordance with the valuation procedures approved by the Trustees. The Board Valuation Committee does not have regular, standing meetings.

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Contract Review Committee

Each Contract Review Committee has been established for the purpose of overseeing the processes of its Board for reviewing and monitoring performance under the investment management and sub-advisory (as applicable), distribution, transfer agency, and certain other agreements with the investment Adviser of the Fund(s) under its oversight and its affiliates. Each Contract Review Committee is also responsible for overseeing its Board’s processes for considering and reviewing performance under the operation of the distribution, service, shareholder administration and other plans of the Fund(s) under its oversight, and any agreements related to the plans, whether or not such plans and agreements are adopted pursuant to Rule 12b-1 under the 1940 Act. Each Contract Review Committee also provides appropriate assistance to its Board in connection with the Board’s approval, oversight and review of the other service providers including, without limitation, the sub-advisers (as applicable), custodian/fund accounting agent, sub-transfer agents, securities lending agents (as applicable), professional (legal and accounting) firms and printing firms of the Fund(s) under its oversight. All of the Independent Trustees of each Board serve on the Contract Review Committee of such Board.

Risk Oversight

Each Board is responsible for the oversight of the activities of the Fund(s), including oversight of risk management. Day-to-day risk management with respect to the Funds is the responsibility of GSAM or other service providers including sub-advisers (depending on the nature of the risk), subject to supervision by GSAM. The risks of the Funds include, but are not limited to, liquidity risk, investment risk, derivatives risk, compliance risk, manager selection risk, operational risk, reputational risk, credit risk and counterparty risk. Each of GSAM and the other service providers, including sub-advisers, have their own independent interest in risk management and their policies and methods of risk management may differ from the Funds and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls. As a result, the Boards recognize that it is not possible to identify all of the risks that may affect the Funds or to develop processes and controls to eliminate or mitigate their occurrence or effects, and that some risks are simply beyond the control of the Funds or GSAM, their respective affiliates or other service providers, including sub-advisers.

Each Board effectuates its oversight role primarily through regular and special meetings of the Board and Board committees. In certain cases, risk management issues are specifically addressed in reports, presentations and discussions. For example, on an annual basis, GSAM (or personnel from GSAM) will provide the Boards with written reports that address the operation, adequacy and effectiveness of each Fund’s liquidity risk management and derivatives risk management programs, which are generally designed to assess and manage liquidity risk, and for Full Compliance Funds (as defined in Rule 18f-4 under the 1940 Act), derivatives risk. In addition, investment risk is discussed in the context of regular presentations to each Board on Fund strategy and performance. Other types of risk are addressed as part of presentations on related topics (e.g., compliance policies) or in the context of presentations focused specifically on one or more risks. The Boards also receive reports from GSAM management on operational risks, reputational risks and counterparty risks relating to the Funds.

Board oversight of risk management is also performed by various Board committees. For example, the Audit Committees meet with both the Funds’ independent registered public accounting firm and GSAM’s internal audit group to review risk controls in place that support the Funds as well as test results, and the Compliance Committees meets with the CCO and representatives of GSAM’s compliance group to review testing results of the Funds’ compliance policies and procedures and other compliance issues. Board oversight of risk is also performed as needed between meetings through communications between the GSAM and each Board. Each Board may, at any time and in its discretion, change the manner in which it conducts risk oversight. Each Board’s oversight role does not make the Board a guarantor of the investments or activities.

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Meetings of Trustees and Standing Board Committees

The numbers of meetings of the Boards and their Committees held during the Funds’ respective most recent fiscal years are set forth below:

No Trustee attended fewer than seventy-five percent of the meetings held by his or her Board or by any Committee of which he or she was a member while he or she was a Trustee during the applicable fiscal year.

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Nominee/Trustee Ownership of Fund Shares

The following table shows the dollar range of shares beneficially owned by each Nominee/Trustee in the investment portfolios of the Funds and the Goldman Sachs Fund Complex as of July 31, 2023:

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As of July 31, 2023, the Nominees, Trustees and Officers of the Funds as a group owned less than 1% of the outstanding shares of beneficial interest of each share class of the Real Estate Fund, and of each share class of each of the Funds within the GSETF Trust, GSETF Trust II, GS Trust, GS Trust II and GS VIT, except for Class P shares of the Goldman Sachs Income Builder Fund. As of July 31, 2023, the Nominees, Trustees and Officers of the Funds as a group owned 1.44% of the outstanding Class P shares of the Goldman Sachs Income Builder Fund.

As of a recent date, none of the Independent Trustees nor any member of their immediate family owned any securities issued by GSAM or a sub-adviser or any other person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with GSAM or a sub-adviser.

Board Compensation

Each Independent Trustee is compensated with a unitary annual fee for his or her services as a Trustee of the applicable Funds and as a member of the applicable Board committees. Each Chair and “audit committee

24

financial expert” receive additional compensation for their services. The Independent Trustees are also reimbursed for reasonable travel expenses incurred in connection with attending such meetings. The Funds may also pay the reasonable incidental costs of a Trustee to attend training or other types of conferences relating to the investment company industry.

The following tables set forth certain information with respect to the compensation of each Trustee for the Funds’ respective most recent fiscal years:

Goldman Sachs ETF Trust (Fiscal Years Ended August 31, 2022 and December 31, 2022)

Goldman Sachs ETF Trust II (Fiscal Year Ended August 31, 2022)

25

Goldman Sachs Real Estate Diversified Income Fund (Fiscal Year Ended September 30, 2022)

Goldman Sachs Trust (Fiscal Years Ended August 31, 2022, October 31, 2022, November 30, 2022, December 31, 2022 and March 31, 2023)

26

Goldman Sachs Trust II (Fiscal Year Ended October 31, 2022)

Goldman Sachs Variable Insurance Trust (Fiscal Year Ended December 31, 2022)

27

Additional Information about Officers of the Funds

Information pertaining to the officers of the Funds as of September 5, 2023 is set forth below. The Funds’ officers do not receive any compensation from the Funds for serving as such.

28

29

30

31

32

33

Information about the Funds’ Independent Registered Public Accounting Firm

Each Audit Committee has selected and recommended, and its respective Board, including a majority of the Independent Trustees, has approved, the selection of PricewaterhouseCoopers LLP to act as independent registered public accountant for the Fund(s) under its oversight for the current applicable fiscal years.

Representatives of PricewaterhouseCoopers LLP are expected to be present at the Meeting and will be available to respond to appropriate questions from shareholders if necessary. Representatives of PricewaterhouseCoopers LLP will be given the opportunity to make statements at the Meeting, if they so desire.

Audit Fees

Fees included in the audit fees category are those associated with the annual audits of financial statements and services that are normally provided in connection with statutory and regulatory filings.

The aggregate fees billed by PricewaterhouseCoopers LLP to the Funds for professional services for the audit of the annual financial statements for the Funds’ last two fiscal years are reflected in the tables below.

34

Audit-Related Fees

Audit-related fees are for any services rendered to the Funds that are reasonably related to the performance of the audits of the financial statements (but not reported as audit fees above). These services include attestation services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

The aggregate audit-related fees billed by PricewaterhouseCoopers LLP to the Funds for the Funds’ last two fiscal years are reflected in the tables below.

The aggregate audit-related fees billed by PricewaterhouseCoopers LLP to GSAM and any entity controlling, controlled by, or under common control with GSAM, that provides ongoing services to the Funds, for engagements directly related to the Funds’ operations and financial reporting for the Funds’ last two fiscal years are reflected in the tables below.

Tax Fees

Fees included in the tax fees category comprise all services performed by professional staff in the independent registered public accountant’s tax division except those services related to the audits. This category comprises fees for tax compliance services provided in connection with the preparation and review of the Fund’s tax returns.

The aggregate fees billed by PricewaterhouseCoopers LLP to the Funds for services rendered to the Funds for tax compliance, tax advice and tax planning for the Funds’ last two fiscal years are reflected in the tables below.

All Other Fees

The aggregate fees billed by PricewaterhouseCoopers LLP to the Funds for products and services provided to the Funds, other than the services reported in “Audit Fees,” “Audit Related Fees,” and “Tax Fees” above, for the Funds’ last two fiscal years are reflected in the tables below.

The aggregate fees billed by PricewaterhouseCoopers LLP to GSAM and any entity controlling, controlled by, or under common control with GSAM, that provides ongoing services to the Funds, for engagements directly related to the Funds’ operations and financial reporting, other than the services reported in “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above, for the Funds’ last two fiscal years are reflected in the tables below.

Aggregate Non-Audit Fees

The aggregate non-audit fees billed by PricewaterhouseCoopers LLP to the Funds for the Funds’ last two fiscal years are reflected in the tables below.

The aggregate non-audit fees billed by PricewaterhouseCoopers LLP to GSAM and any entity controlling, controlled by, or under common control with GSAM, that provides ongoing services to the Funds, for engagements directly related to the Funds’ operations and financial reporting, for non-audit services for the Funds’ last two fiscal years are reflected in the tables below. These include any non-audit services required to be pre-approved but excludes non-audit services that did not require pre-approval since they did not directly relate to the Funds’ operations or financial reporting.

35

The following tables set forth the aggregate fees billed by PricewaterhouseCoopers LLP for professional services rendered to the Funds during the two most recent fiscal years.

Goldman Sachs ETF Trust

Goldman Sachs ETF Trust II

36

Goldman Sachs Real Estate Diversified Income Fund

Goldman Sachs Trust

37

Goldman Sachs Trust II

Goldman Sachs Variable Insurance Trust

Pre-Approval of Audit and Non-Audit Services Provided to the Funds

The Audit and Non-Audit Services Pre-Approval Policies adopted by the Audit Committees of the Boards (the “Policies”) set forth the procedures and the conditions pursuant to which services performed by an independent auditor for the Funds may be pre-approved. Services may be pre-approved specifically by an Audit Committee as a whole or, in certain circumstances, by its Audit Committee Chair or the person designated as the

38

audit committee financial expert. In addition, subject to specified cost limitations, certain services may be pre-approved under the provisions of the applicable Policy. Each Policy provides that the applicable Audit Committee will consider whether the services provided by an independent auditor are consistent with the SEC’s rules on auditor independence. Each Policy provides for periodic review and pre-approval by the applicable Audit Committee of the services that may be provided by the independent auditor.

De Minimis Waiver. The pre-approval requirements of each Policy may be waived with respect to the provision of non-audit services that are permissible for an independent auditor to perform, provided (1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of revenues subject to pre-approval that was paid to the independent auditors during the fiscal year in which the services are provided; (2) such services were not recognized by the applicable Fund(s) at the time of the engagement to be non-audit services; and (3) such services are promptly brought to the attention of the applicable Audit Committee and approved prior to the completion of the audit by such Audit Committee or by one or more members of such Audit Committee to whom authority to grant such approvals has been delegated by such Audit Committee, pursuant to the pre-approval provisions of its Policy.

Pre-Approval of  Non-Audit Services Provided to the Funds’ Investment Advisers. The Policies provide that, in addition to requiring pre-approval of audit and non-audit services provided to the Funds, the Audit Committees will pre-approve those non-audit services provided to the Funds’ investment adviser(s) (and entities controlling, controlled by or under common control with the investment adviser that provide ongoing services to the Funds) where the engagement relates directly to the operations or financial reporting of the Fund.

Each Audit Committee did not approve any of the audit-related, tax, or other non-audit fees described above pursuant to the “de minimis exceptions” set forth in Rule 2-01(c)(7)(i)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X during the Funds’ two most recent applicable fiscal years. Each Audit Committee considered whether the provision of non-audit services rendered to GSAM and any entity controlling, controlled by, or under common control with GSAM that provides ongoing services to the Fund(s) under its oversight that were not pre-approved by such Audit Committee pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining PricewaterhouseCoopers LLP’s independence.

Required Vote

Each shareholder is entitled to one vote for each share held and a fractional vote proportionate to fractional shares held as of the Record Date.

For each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II and GS VIT, the presence in person or by proxy of shareholders owning shares representing one-third (1/3) or more of the total combined shares entitled to vote at the Meeting shall constitute a quorum at the Meeting.

For each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II and GS VIT, when a quorum is present, a plurality of the shares voted shall elect a Nominee as Trustee.

Cumulative voting is not permitted. If a proxy card is properly executed and returned accompanied by instructions to withhold authority, the shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum, but will not be counted in favor of the Proposal.

For each of the GSETF Trust, GSETF Trust II, GS Trust, GS Trust II and GS VIT, the Proposal applies on a Trust-wide basis, and all series (i.e., the respective Funds) and classes thereof will vote together on the Proposal. However, the vote on the Proposal or the election of a Nominee by the shareholders of each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II and GS VIT will not affect the Proposal or the election of a Nominee with respect to the other Funds. If elected by shareholders, the Nominees would begin serving as Trustees of the applicable Board on January 1, 2024.

39

With respect to GS VIT, Life Companies that use shares of a Fund as funding media for its variable contracts will vote shares of the Fund held by its Accounts in accordance with the instructions received from variable contract holders. The Life Companies will also vote shares attributable to variable contracts as to which proxy cards or voting instruction forms are neither executed nor returned in proportion (“for” or “withhold authority”) to those shares for which instructions are received, even in instances where a broker would be prevented from exercising discretion. As a result, a small number of variable contract holders could determine the outcome of the vote if other variable contract holders fail to vote. A Life Company whose separate account invests in a Fund will vote shares held by its general account and its subsidiaries in the same proportion as other votes cast by its Accounts in the aggregate.

Brokers who hold shares in street name for customers have discretionary authority to vote on “routine” proposals, such as the election of Trustees, when they have not received instructions from the beneficial owners of those shares. Abstentions will be treated as shares that are present, and thereby included for purposes of determining whether a quorum is present at the Meeting, but will not be treated as a vote cast.

If at the time the Meeting is called to order a quorum is not present in person or by proxy, or if a quorum is present but sufficient votes in favor of the Proposal have not been received, the Meeting may be adjourned to a later date by the chair of the meeting, or by a vote of shareholders. In the event of a shareholder vote on adjournment, any such adjournment will require the affirmative vote of a majority of the shares of a Trust or a Fund present in person or by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote those proxies which they are entitled to vote in favor of the Proposal in favor of such an adjournment, and will vote those proxies required to be voted against the Proposal against any such adjournment. Abstentions effectively will be a vote “against” adjournment. Subject to the foregoing, the Meeting may be adjourned and re-adjourned without further notice to shareholders. However, if, after adjournment, a new record date is fixed for the adjourned meeting, the Secretary or an Assistant Secretary shall give notice of the adjourned meeting to Shareholders of record entitled to vote at such meeting.

If the Nominees are not elected, the Trustees will continue to oversee their respective Funds.

The Boards’ Recommendation

EACH BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND(S) UNDER ITS OVERIGHT VOTE “FOR” THE PROPOSAL (ELECTION OF EACH NOMINEE)

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OTHER BUSINESS

As of the date of this Joint Proxy Statement, the Trustees knew of no matter to be presented at the Meeting other than as set forth in this Joint Proxy Statement. If other business should properly come before the Meeting, proxies will be voted in accordance with the judgment of the persons named in the accompanying proxy.

41

ADDITIONAL INFORMATION

Shareholder Proposals

The Funds are not required and do not intend to hold a meeting of shareholders each year. Instead, meetings will be held only when and if required by law or as otherwise determined by the applicable Board. Any shareholder desiring to present a proposal for consideration at the next meeting of shareholders of his or her respective Fund(s) must submit the Proposal in writing, so that it is received by the appropriate Fund(s) within a reasonable time before any meeting. The proposals should be sent to the applicable Fund(s) at its address stated on the first page of this Joint Proxy Statement.

Investment Advisers and Sub-Advisers

Goldman Sachs Trust II

Investment Adviser

Goldman Sachs Asset Management, L.P.

200 West Street, New York, New York 10282

Sub-Advisers

Algert Global, LLC (Goldman Sachs Multi-Manager Alternatives Fund)

101 California St., Suite 4425, San Francisco, California 94111

Ares Capital Management II LLC (Goldman Sachs Multi-Manager Non-Core Fixed Income Fund)

2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067

Aristotle Pacific Capital, LLC (Goldman Sachs Multi-Manager Non-Core Fixed Income Fund)

840 Newport Center Drive, 7th Floor, Newport Beach, California, 92660

Artisan Partners Limited Partnership (Goldman Sachs Multi-Manager Alternatives Fund)

875 E. Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202

Axiom Investors LLC (Goldman Sachs Multi-Manager Global Equity Fund)

33 Benedict Place, Greenwich, Connecticut 06830

Bardin Hill Arbitrage IC Management LP (Goldman Sachs Multi-Manager Alternatives Fund)

299 Park Avenue, 24th Floor, New York, New York 10171

Boston Partners Global Investors, Inc. (Goldman Sachs Multi-Manager Global Equity Fund and Multi-Manager U.S. Small Cap Equity Fund)

One Beacon Street, 30th Floor, Boston, Massachusetts 02108

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Brigade Capital Management, LP (Goldman Sachs Multi-Manager Alternatives Fund and Goldman Sachs Multi-Manager Non-Core Fixed Income Fund)

399 Park Avenue, 16th Floor, New York, New York 10022

Brown Advisory LLC (Multi-Manager U.S. Small Cap Equity Fund)

901 South Bond Street, Suite 400, Baltimore, Maryland 21231

Causeway Capital Management LLC (Goldman Sachs Multi-Manager Global Equity Fund and Multi-Manager International Equity Fund)

11111 Santa Monica Blvd, 15th Floor, Los Angeles, California 90025

Cohen & Steers Capital Management, Inc. (Goldman Sachs Multi-Manager Real Assets Strategy Fund)

280 Park Avenue, New York, New York 10017

Crabel Capital Management, LLC (Goldman Sachs Multi-Manager Alternatives Fund)

1999 Avenue of the Stars, Suite 2550, Los Angeles, California 90067

Diamond Hill Capital Management Inc. (Goldman Sachs Multi-Manager Global Equity Fund)

325 John H. McConnell Boulevard, Suite 200, Columbus, Ohio 43215

GQG Partners LLC (Goldman Sachs GQG Partners International Opportunities Fund and Goldman Sachs Multi-Manager Alternatives Fund)

450 East Las Olas Boulevard, Suite 750, Fort Lauderdale, Florida 33301

GW&K Investment Management, LLC (Goldman Sachs Multi-Manager Global Equity Fund)

222 Berkeley Street, FL 15, Boston, Massachusetts 02116

Lazard Asset Management LLC (Goldman Sachs Multi-Manager International Equity Fund)

30 Rockefeller Plaza, New York, New York 10112

Longfellow Investment Management Co., LLC (Goldman Sachs Multi-Manager Alternatives Fund)

125 High Street, Boston, Massachusetts 02110

Marathon Asset Management, L.P. (Goldman Sachs Multi-Manager Non-Core Fixed Income Fund and Goldman Sachs Multi-Manager Alternatives Fund)

One Bryant Park, 38th Floor, New York, New York 10036

Massachusetts Financial Services Company, d/b/a MFS Investment Management (Goldman Sachs Multi-Manager Global Equity Fund and Multi-Manager International Equity Fund)

111 Huntington Avenue, Boston, Massachusetts 02199

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Nuveen Asset Management LLC (Goldman Sachs Multi-Manager Non-Core Fixed Income Fund)

333 West Wacker Drive, Chicago, Illinois 60606

PGIM Real Estate (Goldman Sachs Multi-Manager Real Assets Strategy Fund)

655 Broad Street, Newark, New Jersey 07102

Principal Global Investors, LLC (Goldman Sachs Multi-Manager Global Equity Fund)

801 Grand Avenue, Des Moines, Iowa 50392

Principal Real Estate Investors, LLC (Goldman Sachs Multi-Manager Real Assets Strategy Fund)

801 Grand Avenue, Des Moines, Iowa 50392

RBC Global Asset Management (UK) Limited d/b/a RBC BlueBay Asset Management (Goldman Sachs Multi-Manager Non-Core Fixed Income Fund)

77 Grosvenor Street, London, W1K 3JR

RBC Global Asset Management (U.S.) Inc. d/b/a RBC Global Asset Management (Goldman Sachs Multi-Manager Non-Core Fixed Income Fund)

50 South Sixth Street, Suite 23450, Minneapolis, Minnesota 55402

RREEF America L.L.C. (Goldman Sachs Multi-Manager Real Assets Strategy Fund)

222 S. Riverside Plaza, 34th Floor, Chicago, Illinois 60606

Russell Investments Commodity Advisor, LLC (Goldman Sachs Multi-Manager Alternatives Fund)

1301 2nd Avenue, 18th Floor, Seattle, Washington 98101

TCW Investment Management Company LLC (Goldman Sachs Multi-Manager Alternatives Fund and Goldman Sachs Multi-Manager Non-Core Fixed Income Fund)

865 South Figueroa Street, Suite 1800, Los Angeles, California 90017

T. Rowe Price Associates, Inc. (Goldman Sachs Multi-Manager Global Equity Fund)

100 East Pratt Street, Baltimore, Maryland 21202

Trium Capital LLP (Goldman Sachs Multi-Manager Alternatives Fund)

60 Gresham Street, London EC2V 7BB, United Kingdom

Vaughan Nelson Investment Management, L.P. (Goldman Sachs Multi-Manager Global Equity Fund)

600 Travis Street, Suite 3800, Houston, Texas 77002

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Victory Capital Management, Inc. (Multi-Manager U.S. Small Cap Equity Fund)

15935 La Cantera Parkway, San Antonio, Texas 78256

Vulcan Value Partners, LLC (Goldman Sachs Multi-Manager Global Equity Fund)

Three Protective Center, 2801 Highway 280 South, Suite 300, Birmingham, Alabama 35223

WCM Investment Management (Goldman Sachs Multi-Manager Global Equity Fund and Multi-Manager International Equity Fund)

281 Brooks Street, Laguna Beach, California 92651

Wellington Management Company LLP (Goldman Sachs Multi-Manager Alternatives Fund and Goldman Sachs Multi-Manager Global Equity Fund)

280 Congress Street, Boston, Massachusetts 02210

Westfield Capital Management Company, L.P. (Multi-Manager U.S. Small Cap Equity Fund)

One Financial Center, Boston, Massachusetts 02111

Goldman Sachs ETF Trust, Goldman Sachs ETF Trust II, Goldman Sachs Real Estate Diversified Income Fund and Goldman Sachs Variable Insurance Trust

Investment Adviser

Goldman Sachs Asset Management, L.P.

200 West Street, New York, New York 10282

Goldman Sachs Trust

Investment Advisers

Goldman Sachs Asset Management, L.P.

200 West Street, New York, New York 10282

Goldman Sachs Asset Management International

Christchurch Court, 10-15 Newgate Street, London, England EC1A 7HD

Transfer Agents and Distributors

Goldman Sachs ETF Trust and Goldman Sachs ETF Trust II

ALPS Distributors, Inc.

Distributors

1290 Broadway, Suite 10000, Denver, Colorado 80203

The Bank of New York Mellon

Transfer Agent

240 Greenwich Street, New York, New York 10286

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Goldman Sachs Real Estate Diversified Income Fund, Goldman Sachs Trust, Goldman Sachs Trust II and Goldman Sachs Variable Insurance Trust

Goldman Sachs & Co. LLC

Distributor

200 West Street, New York, New York 10282

Goldman Sachs & Co. LLC

Transfer Agent

71 South Wacker Drive, Suite 1200, Chicago, Illinois 60606

Solicitation of Proxies

Solicitation of proxies is being made primarily by the mailing of this Notice and Joint Proxy Statement with its enclosures on or about September 7, 2023. Shareholders of the Funds whose shares are held by nominees such as brokers can vote their proxies by contacting their respective nominee. In addition to the solicitation of proxies by mail, employees of GSAM and its affiliates as well as dealers or their representatives may solicit proxies in person or by mail, telephone, telegraph, facsimile or oral communication. The Funds and GSAM have retained Broadridge, a proxy solicitation firm, to assist the solicitation and tabulation of proxies, and DFIN to assist with the printing of proxy materials.

The proxy materials are available to available online at www.proxyvote.com (please have the control number found on your proxy card or voting instruction form ready when you visit this website).

Shareholders who do not expect to be attend the Meeting and who wish to have their shares voted are requested to vote by mail, Internet or telephone. If you choose to vote by mail, please sign and date the enclosed proxy card or voting instruction form and return it in the enclosed envelope. No postage is required if mailed in the United States. If you choose to vote by Internet or telephone, please use the control number on the proxy card or voting instruction form and follow the instructions on the proxy card or voting instruction form. If you have any questions regarding the proxy materials please contact Broadridge at 855-973-0097.

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APPENDIX A

AUDIT COMMITTEE CHARTER

Goldman Sachs ETF Trust, Goldman Sachs ETF Trust II, Goldman Sachs Real Estate Diversified Income Fund, and Goldman Sachs Trust II Audit Committee Charter

Organization and Purpose

The Board of Trustees (the “Board”) of each of Goldman Sachs ETF Trust, Goldman Sachs ETF Trust II, Goldman Sachs MLP and Energy Renaissance Fund, Goldman Sachs Real Estate Diversified Income Fund, Goldman Sachs Trust II (the “Fund”) has established an Audit Committee (the “Committee”), comprised of each of the Funds’ Independent Trustees. Independent Trustees are those Trustees who meet the independence standards set forth in the Funds’ Governance and Nominating Committee Charters and (with respect to Goldman Sachs ETF Trust, Goldman Sachs ETF Trust II, and Goldman Sachs MLP and Energy Renaissance Fund) Rule 10A-3(b)(1)(iii)¹ under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and other applicable listing exchange rules, and who do not receive, directly or indirectly, any consulting, advisory or other compensatory fee from the Funds except compensation for service as a member of the Board or a committee of the Board.

The Committee has been established by and among the Trustees for the purpose of, among other things as set forth below, assisting the Board with oversight of (1) the integrity of the Funds’ financial statements, (2) the Funds’ compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, (4) the performance of the Funds’ internal audit function and independent auditor, and (5) (with respect to Goldman Sachs MLP and Energy Renaissance Fund) preparation of the Audit Committee report required to be included in the Fund’s proxy statement.

With respect to Goldman Sachs MLP and Energy Renaissance Fund, each member of the Committee must be financially literate, or become financially literate within a reasonable period of time after his or her appointment to the Committee, as such qualification is interpreted by the Funds’ Board in its business judgment. The Committee’s composition shall meet such other regulatory requirements relating to audit committees established from time to time by the Securities and Exchange Commission (“SEC”) and any other applicable governmental entity or self-regulatory organization or law to which the Funds are subject. The Board, with the assistance of the Committee, shall determine whether any member of the Committee is an “audit committee financial expert” (“ACFE”)² as defined by the applicable regulations of the SEC, and the Board may presume that the ACFE satisfies the financial literacy requirement. The Committee will select one of its members to be its chair. With respect to Goldman Sachs MLP and Energy Renaissance Fund, if a member simultaneously serves on the audit committees of more than three public companies, the Board must determine that such simultaneous service will not impair the ability of such member to effectively serve on the Committee, and must disclose such determination either on or through the Fund’s website, in its annual proxy statement, or in the Fund’s annual report.³

A-1

The Committee will set its agenda and the places and times of its meetings. A majority of the Committee shall constitute a quorum. Except as otherwise required by applicable law, the Committee shall act by a vote of a majority of the Committee members at a Committee meeting, including a meeting held by conference telephone, teleconference or other electronic media or communication equipment, or by written consent of a majority of the Committee members without a meeting. Any written consent or waiver may be provided and delivered to the Committee chair by e-mail, facsimile or other similar electronic mechanism.

Statement of Policy

The Committee shall oversee the audit process and provide assistance to the Board in fulfilling its responsibilities in overseeing financial reporting. The Committee will also assist the Board with the oversight of the Funds’ compliance with regulatory requirements that relate to the fund accounting and financial reporting, internal control over financial reporting and independent audits. In so doing, the Committee will endeavor to facilitate free and open means of communication among the Funds’ Trustees, independent registered public accounting firm (the “independent auditor”), and management. A primary objective of the Committee is to help set the “tone at the top” for quality financial reporting and a sound system of internal controls over financial reporting. The Committee will regularly report its activities, observations, and recommendations to the Board. The Committee’s activities and effectiveness will be assessed periodically and reviewed with the Board.

Summary of Responsibilities

The function of the Committee is oversight. Management of the Funds (“Management”) is responsible for the preparation, presentation, and integrity of the Funds’ financial statements. Management draws upon different parts of The Goldman Sachs Group, Inc. (“Goldman Sachs”) corporate structure in fulfilling this role — the Fund Controllers department (within the Finance Division) and the Operations Division (working in conjunction with GSAM Global Fund Services) are responsible for applying appropriate accounting and financial reporting principles and maintaining policies and internal controls and procedures designed to assure compliance with generally accepted accounting principles (GAAP) and applicable laws and regulations. In fulfilling its role under this Charter, Management also delegates certain functions to the Funds’ accounting and tax agents, but remains responsible for those functions. The independent auditor for the Funds is responsible for planning and executing audits consistent with applicable professional standards and in accordance with the terms of the engagement letter(s). The independent auditor will report directly to the Committee. The Committee shall provide for appropriate funding for the payment of compensation to the independent auditor, any other counsel or advisors engaged by the Committee at its discretion, and the ordinary administrative expenses of the Committee as necessary or appropriate in carrying out its duties.

The Committee performs its functions under this Audit Committee Charter on the basis of information provided or representations made to it by the Funds’ independent auditor, Management, and/or other service providers, and/or by legal counsel and/or other experts or consultants. Nothing in this Charter is intended to impose, or should be interpreted as imposing, on any member of the Committee (including any member designated as an ACFE) any additional duties or responsibilities over and above those placed on the member in his or her capacity as a Board member of the Funds under applicable federal and state law.

Subject to regulatory mandates, the policies and procedures of the Committee should remain flexible in order to react to changing conditions and to assist the Committee in providing assurance to the Board and shareholders that the Funds’ accounting and reporting practices are in accordance with applicable requirements.

A-2

The following are the duties and responsibilities of the Committee:

Primarily Related to the Independent Auditor

An investment adviser, for these purposes, does not include a sub-adviser whose role is primarily portfolio management and that is subcontracted with or overseen by another investment adviser. Sponsor refers to the sponsor of a unit investment trust.

A-3

A-4

Primarily Related to Management and/or Internal Audit

A-5

Other

Pre-Approval of Audit and Non-Audit Services

A-6

Additional Matters

A-7

APPENDIX B

GOVERNANCE AND NOMINATING COMMITTEE CHARTERS

Goldman Sachs ETF Trust and Goldman Sachs ETF Trust II Governance and Nominating Committee Charter

Organization and Purpose

The Board of Trustees (the “Board”) of each of the Goldman Sachs ETF Trust and Goldman Sachs ETF Trust II (together the “Trusts,” and the series thereof, the “Funds”) has established a Governance and Nominating Committee (the “Committee”), comprising all of the Trusts’ Independent Trustees. “Independent Trustees” are those Trustees who: (a) are independent of the management of Goldman Sachs & Co. LLC; (b) are not “interested persons” of the Funds or any investment adviser or principal underwriter of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”); and (c) do not accept any consulting, advisory or other compensatory fee from the Funds except in their capacities as members of the Board or committees thereof (Board and committee members serving the Trusts in additional capacities, e.g., as Chairman of the Board or as Audit Committee Financial Expert, may receive additional compensation). The Committee has been established for the following purposes: (1) assisting the Board in matters involving fund governance and industry best practices; (2) with respect to the selection and nomination of Independent Trustees, satisfying certain regulatory requirements adopted by the Securities and Exchange Commission (the “SEC”); and (3) advising the Board from time to time on ways to improve its effectiveness.

Statement of Policy

The mission of the Board is to represent and protect the interests of the Funds and their shareholders. In doing so, the Board has the legal responsibility for overseeing the affairs of the Funds. It is the policy of the Board that in fulfilling its mission and meeting its responsibilities, the Trustees will seek high standards of integrity, commitment and independence of thought and judgment in a manner that is consistent with best practices of fund governance.

Summary of Responsibilities

The Committee will have the following responsibilities:

B-1

In carrying out its responsibilities under this Governance and Nominating Committee Charter (the “Charter”), the policies and procedures of the Committee should remain flexible in order to best react to changing conditions and to provide assurance to the full Board and shareholders that the Trusts’ governance practices are in accordance with applicable requirements and are of the highest quality.

The Committee performs its functions under this Charter on the basis of information or advice provided or representations made to it by the management of the Funds, or by service providers, or by legal counsel or other experts or consultants, without independent verification. Nothing in this Charter is intended to impose, or should be interpreted as imposing, on any member of the Committee any additional duties or responsibilities over and above those placed on the member in his or her capacity as a Trustee of the Trusts under applicable federal and state law.

Selection, Nomination and Retention of Independent Trustees

The Committee will be responsible for the selection and nomination of the candidates for election or appointment as Independent Trustees of the Trusts. In connection with the selection and nomination of candidates to the Board, the Committee will evaluate the qualifications of candidates for Board membership and their independence from the Funds’ investment adviser, principal underwriter(s), and other principal service providers. Persons selected must be independent under the provisions of the 1940 Act. The Committee will also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence (for example, business, financial or family relationships with the investment adviser or other service providers). Candidates should have the capacity to address financial and legal issues and to exercise reasonable business judgment. Without limiting the foregoing, the Committee will also consider, among other criteria, a candidate’s: