Goldman Sachs High Yield Instl (GSHIX) CORRESPCorrespondence with SEC

		1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com
		SHAYNA GILMORE   shayna.gilmore@dechert.com +1 202 261 3362 Direct +1 202 261 3091 Fax

February 24, 2020

VIA EDGAR CORRESPONDENCE

Re: Goldman Sachs Trust (File Nos. 033-17619 and 811-05349) (“GST”) and Goldman Sachs Trust II (File Nos. 333-185659 and 811-22781) (“GST II”) (each a “Registrant” and together the “Registrants”)

Post-Effective Amendment No. 778 to the GST Registration Statement on Form N-1A and Post-Effective Amendments Nos. 98, 99 and 100 to the GST II Registration Statement on Form N-1A

Dear Mr. Bellacicco:

This letter responds to comments you provided to Neema Nassiri, Christopher Dailey and Catherine Fauver of Dechert LLP and me during a telephonic discussion on February 3, 2020 with respect to your review of Post-Effective Amendment No. 778 to GST’s registration statement and Post-Effective Amendments Nos. 98, 99 and 100 (each, a “PEA”) to GST II’s registration statement, each filed with the U.S. Securities and Exchange Commission on December 20, 2019. PEA No. 778 was filed pursuant to Rule 485(a) under the Securities Act of 1933 for the purpose of updating disclosure related to the renaming and repositioning of the Goldman Sachs China Equity Fund (f/k/a Goldman Sachs Asia Equity Fund) and Goldman Sachs Imprint Emerging Markets Opportunities Fund (f/k/a Goldman Sachs N-11 Equity Fund). PEA No. 98 was filed pursuant to Rule 485(a) under the Securities Act of 1933 to (i) incorporate all supplements filed since February 28, 2019 to the registration statement of Goldman Sachs Multi-Manager Alternatives Fund, including those reflecting changes to the fund’s sub-advisers; and (ii) make certain other disclosure changes. PEA No. 99 was filed pursuant to Rule 485(a) to (i) incorporate all supplements filed since February 28, 2019 to the registration statement of Multi-Manager International Equity Fund, Multi-Manager U.S. Dynamic Equity Fund, and Multi-Manager U.S. Small Cap Equity Fund, including those reflecting the addition of a new sub-adviser for the Multi-Manager U.S. Small Cap Equity Fund; and (ii) make certain other disclosure changes. PEA No. 100 was filed pursuant to Rule 485(a) to (i) incorporate all supplements filed since February 28, 2019 to the registration statement of Goldman Sachs Multi-Manager Global Equity Fund, Goldman Sachs Multi-Manager Non-Core Fixed Income Fund, and Goldman Sachs Multi-Manager Real Assets Strategy Fund, including those reflecting changes to each fund’s sub-advisers; and (ii) make certain other disclosure changes. We have summarized your comments below, followed by the Registrants’ responses. Capitalized terms have the meanings attributed to such terms in the applicable registration statement.

		February 24, 2020 Page 2

General

Response: We acknowledge the comments and have addressed them accordingly.

Response: We acknowledge this comment and have addressed it below accordingly.

GST PEA No. 778

Response: The China Equity Fund respectfully submits that its fee table complies with the cited instruction. Item 3, Instruction 1(a) of Form N-1A supplements the general requirements of Item 3, which are to include a table of fees and expenses and disclose a fund’s portfolio turnover rate, as well as other related disclosures. The China Equity Fund respectfully submits that Instruction 1(a) provides that figures in a fund’s fee table and its portfolio turnover rate should be rounded to the nearest hundredth, as such figures are generally the result of calculations pursuant to Item 13 and the preparation of financial highlights from the most recently completed fiscal year. The China Equity Fund reflects “Other Expenses” limitations pursuant to Instruction 3(e) of Item 3 on Form N-1A, which the Fund views as separate to the requirement to round the percentages appearing in fee tables and the portfolio turnover rate. The China Equity Fund therefore respectfully declines to round its “Other Expenses” limitation included in its fee table footnotes to the nearest hundredth of one percent.

		February 24, 2020 Page 3

Response: The Fund has added the following disclosure to the “Investment Management Approach—Principal Investment Strategies—China Equity Fund” section of the prospectus:

“‘Red Chip’ companies are controlled, either directly or indirectly, by mainland China state entities. ‘P-Chip’ companies are controlled by mainland Chinese companies or individuals.”

Response: The Fund has added the following disclosure to the “Investment Management Approach—Principal Investment Strategies—China Equity Fund” section of the prospectus:

“As of February 1, 2020, the Fund generally considers issuers with public stock market capitalizations of approximately $2.5 billion to $10 billion to be mid-capitalization companies, and issuers with public stock market capitalizations of approximately $10 billion or more to be large-capitalization companies.”

Response: The Registrants respectfully decline to make the requested change. The Registrants are not aware of any requirement in Form N-1A that a fund’s principal risks be set forth in any particular order, and the Registrants believe that the current disclosure adequately and clearly describes the principal risks of investing in each Fund. In addition, the importance of each risk will change over time, based on a variety of economic, market and other factors.

However, in an effort to clarify the presentation of the Funds’ principal risks, the Registrants have included the following disclosure at the beginning of the “Summary—Principal Risks” section of their prospectuses:

		February 24, 2020 Page 4

“The Fund’s principal risks are presented below in alphabetical order, and not in the order of importance or potential exposure.”

Response: With respect to the China Equity Fund, the Fund has removed references to preferred stocks, convertible securities, and IPOs from the “Summary—Principal Strategy” section of the prospectus, as the Fund does not anticipate that such investments will be principal to the Fund’s investment strategy.

With respect to the remaining Funds, the Registrants confirm that each Fund’s principal risk disclosure adequately addresses the risks presented by the respective principal investment strategy.

Response: The phrase “other instruments with similar economic exposures” is intended to inform shareholders that the Fund may invest in instruments with economic exposures similar to the types of securities included in the Fund’s 80% investment policy (i.e., equity investments in emerging country issuers). These instruments may include, among other things, ETFs, ADRs and derivatives, including futures and equity swaps. The types of securities and instruments in which the Fund intends to invest as part of its principal investment strategy (and which are included in the Fund’s 80% investment policy) are disclosed in the principal investment strategy section.

Response: Each of the Registrants confirms that the Funds will value a derivative instrument based upon its market value for purposes of their 80% investment policies.

		February 24, 2020 Page 5

Response: The Imprint Emerging Markets Opportunities Fund has revised its disclosure consistent with the Staff’s comment, and has removed reference to derivatives in its principal investment strategy.

Response: The applicable Funds have incorporated this comment.

Response: The Registrant respectfully acknowledges the comment. However, because Class P Shares now have annual returns for at least one calendar year, the applicable Funds will no longer disclose performance information for another class and will disclose actual performance figures for Class P Shares in accordance with Item 4(b)(2)(iii) of Form N-1A.

Response: The Registrants have incorporated this comment. Exhibit A hereto contains the precise changes incorporated into each applicable Fund’s prospectus or SAI.

		February 24, 2020 Page 6

GST II PEA No. 100

Response: The Fund has updated its disclosure to include the following:

“The London InterBank Offered Rate (“LIBOR”) is the average interest rate at which a selection of large global banks borrow from one another, and has been widely used as a benchmark rate for adjustments to floating and variable rate obligations.”

Response: The Fund has revised the disclosure accordingly.

GST II PEA No. 98

Response: Exhibit B hereto contains the management fee rates for each GST II Fund.

Response: The Registrant confirms that the Multi-Manager Alternatives Fund does not currently expect to invest in covenant lite loans as part of its principal investment strategy. The Registrant notes that the “Summary—Principal Investment Strategies” section of the Fund’s prospectus indicates that it will invest in “fixed income and/or floating rate securities . . . [and] bank loans (including senior secured loans).” The above language is included in the “Loan-Related Investments Risk” discussion because covenant lite loans may be a subset of the kinds of loans in which the Fund invests.

		February 24, 2020 Page 7

Response: The Fund so confirms.

GST II PEA No. 99

Response: The Funds so confirm.

*                *                 *

		February 24, 2020 Page 8

We believe that the foregoing has been responsive to the Staff’s comments. Please call the undersigned at (202) 261-3362 if you wish to discuss this correspondence further.

Sincerely,

/s/ Shayna Gilmore            

Shayna Gilmore

Melissa O’Neill, Goldman Sachs Asset Management, L.P.

Michelle Wong, Dechert LLP

		February 24, 2020 Page 9

Exhibit A

Response 13 (applicable to all Funds)

Prospectus:

Foreign Risk – … Geopolitical developments in certain countries in which a Fund may invest have caused, or may in the future cause, significant volatility in financial markets. For example, the United Kingdom withdrew from the European Union in January 2020 (commonly known as “Brexit”), which may result in increased market volatility and cause additional market disruption on a global basis…

SAI:

. . .

The effects of Brexit will depend, in part, on agreements the United Kingdom negotiates to retain access to EU markets including, but not limited to, trade and finance agreements. Brexit could lead to legal and tax uncertainty and potentially divergent national laws and regulations as the United Kingdom determines which EU laws to replace or replicate. The extent of the impact of the withdrawal in the United Kingdom and in global markets as well as any associated adverse consequences remain unclear, and the uncertainty may have a significant negative effect on the value of a Fund’s investments. While certain measures are being proposed and/or will be introduced, at the EU level or at the member state level, which are designed to minimize disruption in the financial markets, it is not currently possible to determine whether such measures would achieve their intended effects.

On January 31, 2020, the United Kingdom withdrew from the EU subject to a withdrawal agreement that permits the United Kingdom to effectively remain in the EU from an economic perspective during a transition phase that expires at the end of 2020. During this transition phase, the United Kingdom and the EU will seek to negotiate and finalize a new, more permanent trade deal. Due to political uncertainty, it is not possible to anticipate whether the United Kingdom and the EU will be able to agree on and implement a new trade agreement or what the nature of such trade arrangement will be. In the event that no agreement is reached, the relationship between the United Kingdom and the EU would be based on the World Trade Organization rules.

. . .

		February 24, 2020 Page 10

Exhibit B

Management Fee Rates of each GST II Fund