Goldman Sachs High Yield Instl (GSHIX) N-14Registration statement for investment companies business combination

Securities Act File No. [          ]

As filed with the Securities and Exchange Commission on October 29, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

(Check appropriate box or boxes.)

GOLDMAN SACHS TRUST

(Exact Name of Registrant as Specified in Charter)

71 South Wacker Drive

Chicago, Illinois 60606

(Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code: (312) 655-4400

CAROLINE L. KRAUS, ESQ.

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

(Name and Address of Agent for Service)

Copies to:

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

Title of Securities Being Registered:

Administration and Institutional Shares of Goldman Sachs Financial Square Government Fund, a series of the Registrant.

Administration and Class I Shares of Goldman Sachs Investor Money Market Fund, a series of the Registrant.

Administration and Class I Shares of Goldman Sachs Investor Tax-Exempt Money Market Fund, a series of the Registrant.

The Registrant has registered an indefinite amount of securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended; accordingly, no fee is payable herewith in reliance upon Section 24(f).

It is proposed that this filing will become effective on November 29, 2021 pursuant to Rule 488 under the Securities Act of 1933.

BMO FUNDS, INC.

BMO Government Money Market Fund

BMO Prime Money Market Fund

BMO Tax-Free Money Market Fund

790 North Water Street, Suite 1100

Milwaukee, Wisconsin 53202

1-800-236-FUND

(1-800-236-3863)

www.bmofunds.com

December [●], 2021

Dear Shareholder:

On behalf of the Board of Directors (the “Board”) of BMO Funds, Inc. (“BMO Funds”), we are pleased to invite you to a special joint meeting of shareholders (with any postponements or adjournments, the “Special Meeting”), which is scheduled to be held on February 4, 2022, at [●] a.m., Central Time, at BMO Funds’ principal executive offices at 790 North Water Street, Suite 1100, Milwaukee, Wisconsin 53202.

At the Special Meeting, you will be asked to consider and vote on the following proposals:

Formal notice of the Special Meeting is enclosed, followed by a combined proxy statement and prospectus (the “Proxy Statement/Prospectus”). The Reorganizations are discussed in detail in the enclosed Proxy Statement/Prospectus, which you should read carefully.

The Board recommends that you vote “FOR” the Reorganizations.

If you are a shareholder of record of an Acquired Fund as of the close of business on November 30, 2021, you have the opportunity to vote on the Reorganization affecting your Acquired Fund. Your vote is important, regardless of the number of shares of the Acquired Fund(s) you own. Whether or not you expect to attend the Special Meeting in person, please read the Proxy Statement/Prospectus and cast your vote promptly. You may cast your vote by completing, signing and returning the enclosed proxy card by mail in the postage-paid envelope provided or by following the instructions on the proxy card for voting your proxy on the Internet or by touch-tone telephone. It is important that your vote be received no later than 11:59 p.m. Eastern Time on February 3, 2022.

We appreciate your participation and prompt response in this matter and thank you for your continued support. If you have any questions before you vote, please call [●] at [●]. Although we recommend that you read the complete Proxy Statement/Prospectus enclosed herewith, for your convenience we have provided on the following pages a brief overview of the proposals to be voted on at the Special Meeting.

Sincerely,

John M. Blaser

President and Secretary

BMO Funds, Inc.

QUESTIONS AND ANSWERS RELATING TO THE REORGANIZATIONS

This is a brief overview of the proposals to be considered by shareholders of the Acquired Funds at the Special Meeting. We encourage you to read the full text of the enclosed Proxy Statement/Prospectus to obtain detailed information with respect to the proposal(s) for your Acquired Fund.

What is a fund reorganization?

What is the proposal for my Acquired Fund(s)?

Why are the Reorganizations being proposed?

How will the Reorganizations affect me? Will there be any changes to my fees and expenses as a result of the Reorganizations?

Will the portfolio managers of my fund change as a result of the Reorganizations?

Will there be any changes to the options or services associated with my account as a result of the Reorganizations?

What are the costs of the Reorganizations?

Will there be any costs associated with portfolio repositioning?

What are the U.S. federal income tax consequences of the Reorganizations?

If approved, when will the Reorganizations happen?

How does the Board of Directors of BMO Funds recommend that I vote on the Reorganizations?

What happens if the Reorganizations are not approved?

How can I vote?

Whom should I call if I have questions?

BMO FUNDS, INC.

BMO Government Money Market Fund

BMO Prime Money Market Fund

BMO Tax-Free Money Market Fund

790 North Water Street, Suite 1100

Milwaukee, Wisconsin 53202

1-800-236-FUND

(1-800-236-3863)

www.bmofunds.com

NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS

TO BE HELD FEBRUARY 4, 2022

NOTICE IS HEREBY GIVEN THAT a special joint meeting of shareholders (with any postponements or adjournments, the “Special Meeting”) of each of the funds listed above is scheduled to be held on February 4, 2022, at [●] a.m., Central Time, at 790 North Water Street, Suite 1100, Milwaukee, Wisconsin 53202, to consider and vote on the following proposals:

Please read the enclosed combined proxy statement and prospectus (the “Proxy Statement/Prospectus”) carefully for information concerning the Reorganizations. Shareholders of each of the Acquired Funds will vote separately on each of the proposals.

THE BOARD OF DIRECTORS OF BMO FUNDS RECOMMENDS THAT YOU VOTE “FOR” THE REORGANIZATIONS.

If you are a shareholder of record of an Acquired Fund as of the close of business on November 30, 2021, you have the opportunity to vote on the Reorganization affecting your Acquired Fund. Your attention is called to the accompanying Proxy Statement/Prospectus. Regardless of whether you plan to attend the Special Meeting, please complete, sign and return the enclosed Proxy Ballot by February 3, 2022 to help achieve a quorum and that a maximum number of shares may be voted. Your vote is important, regardless of the number of shares of the Acquired Fund(s) you own. Proxies may be revoked at any time before they are exercised by submitting a revised Proxy Ballot, by giving written notice of revocation to an Acquired Fund or by voting in person at the Special Meeting.

By Order of the Board of Directors of BMO Funds,

John M. Blaser

President and Secretary

BMO Funds, Inc.

INSTRUCTIONS FOR SIGNING PROXY CARDS

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

For example:

REGISTRATION VALID

PLEASE CHOOSE ONE OF THE FOLLOWING OPTIONS TO VOTE YOUR SHARES:

COMBINED PROXY STATEMENT/PROSPECTUS

December [●], 2021

PROXY STATEMENT OF

BMO FUNDS, INC.

BMO Government Money Market Fund

BMO Prime Money Market Fund

BMO Tax-Free Money Market Fund

790 North Water Street, Suite 1100

Milwaukee, Wisconsin 53202

1-800-236-FUND

(1-800-236-3863)

www.bmofunds.com

AND

PROSPECTUS OF

GOLDMAN SACHS TRUST

Goldman Sachs Financial Square Government Fund

Goldman Sachs Investor Money Market Fund

Goldman Sachs Investor Tax-Exempt Money Market Fund

71 South Wacker Drive

Chicago, Illinois 60606

1-800-621-2550

www.gsamfunds.com

This combined proxy statement/prospectus, dated December [●], 2021 (this “Proxy Statement/Prospectus”), is being furnished to shareholders of BMO Government Money Market Fund, BMO Prime Money Market Fund and BMO Tax-Free Money Market Fund, each a series of BMO Funds, Inc. (“BMO Funds”) (each, an “Acquired Fund” and together, the “Acquired Funds”), in connection with the solicitation by the Board of Directors of the BMO Funds (the “BMO Funds Board” or the “BMO Funds Directors”) of proxies to be used at a special joint meeting of shareholders (with any postponements or adjournments, the “Special Meeting”) of the Acquired Funds to be held at 790 North Water Street, Suite 1100, Milwaukee, Wisconsin 53202, on February 4, 2022, at [●] a.m., Central Time.

At the Special Meeting, shareholders of each Acquired Fund will be asked to consider and vote separately on the following proposals:

The Acquiring Funds are managed by Goldman Sachs Asset Management, L.P. (“GSAM”). If a Reorganization is approved by an Acquired Fund’s shareholders and the other conditions to the closing of the Reorganization are satisfied or waived on the effective date of the Reorganization, the Acquired Fund’s

shareholders will be issued shares of the corresponding Acquiring Fund that are equal in aggregate value to the shares of the Acquired Fund that those shareholders held immediately prior to the effective time of the Reorganization. The Acquired Fund will then be liquidated, dissolved and terminated as a series of the BMO Funds. The table below shows the Acquired Funds (and share classes) and corresponding Acquiring Funds (and share classes):

Each Acquired Fund and each Acquiring Fund operates as a “money market fund” pursuant to Rule 2a-7 under the Investment Company Act of 1940, as amended (“1940 Act”).

THE BMO FUNDS BOARD RECOMMENDS THAT YOU VOTE “FOR” THE REORGANIZATIONS

Shareholders of record of the Acquired Funds at the close of business on November 30, 2021 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting. Shareholders of each of the Acquired Funds will vote separately on each of the proposals. If the shareholders of one or more of the Acquired Funds approve the Reorganization but the shareholders of the other Acquired Fund(s) do not approve the Reorganization, then the Reorganization(s) will be implemented with regard to the Acquired Fund(s) that received shareholder approval of the Reorganization, provided the other closing conditions are satisfied or waived. The BMO Funds Board will consider additional actions with respect to any Acquired Fund that does not receive shareholder approval of the Reorganization or for which other closing conditions are not satisfied or waived, which may include liquidating the Acquired Fund.

This Proxy Statement/Prospectus, proxy card and accompanying Notice of Special Joint Meeting of Shareholders will be first sent or given to shareholders of the Acquired Funds on or about December [●], 2021. If approved by shareholders, the Reorganizations are expected to take place on or about February 18, 2022. (The Acquired Funds and the Acquiring Funds are referred to individually or collectively as a “Fund” or the “Funds.”)

The following documents containing additional information about the Acquired Funds, each having been filed with the SEC, are incorporated by reference into (legally considered to be part of) this Proxy Statement/Prospectus:

The policies and procedures set forth in the section entitled “Shareholder Guide” in this Proxy Statement/Prospectus will apply to the shares issued by the Acquiring Funds in connection with the Reorganizations. The Funds are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and in accordance therewith, file reports and other information, including proxy materials, with the SEC.

Where to Get More Information

The BMO Funds Board knows of no business other than that discussed above that will be presented for consideration at the Special Meeting. If any other matter is properly presented, the persons named in the enclosed proxy card intend to vote in accordance with their best judgment.

No person has been authorized to give any information or make any representation not contained in this Proxy Statement/Prospectus and, if so given or made, such information or representation must not be relied upon as having been authorized. This Proxy Statement/Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which, or to any person to whom, it is unlawful to make such offer or solicitation.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED THAT THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

An investment in either an Acquired Fund or an Acquiring Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This Proxy Statement/Prospectus sets forth concisely the information shareholders of the Acquired Funds should know before voting on the Reorganizations and constitutes an offering of the shares of the Acquiring Funds being issued in the Reorganizations. Please read it carefully and retain it for future reference.

TABLE OF CONTENTS

SUMMARY

The following information describes the proposed reorganization of each Acquired Fund into the corresponding Acquiring Fund. You should carefully read the entire Proxy Statement/Prospectus and the exhibits because they contain details that are not included in this summary.

BMO Asset Management Corp. (“BMO AM”), the investment manager of the Acquired Funds, and Bank of Montreal, the parent of BMO AM, have determined to exit the mutual fund investment advisory business in the United States, including ceasing management of the Acquired Funds. To ensure that shareholders of the Acquired Funds have continued access to a large and stable mutual fund platform, BMO AM has proposed reorganizing each of the Acquired Funds into a corresponding Acquiring Fund, each of which is a money market fund. BMO AM believes that the Reorganizations offer shareholders of each Acquired Fund the opportunity to remain invested in a money market fund with an investment strategy that is similar to that of the Acquired Funds.

The BMO Funds Board has approved the Reorganizations, as has the Board of Trustees of Goldman Sachs Trust (the “Goldman Sachs Trust Board”). If approved by shareholders of an Acquired Fund, that Acquired Fund’s Reorganization is expected to close on or about February 18, 2022.

This Proxy Statement/Prospectus is being used by each Acquired Fund to solicit proxies to vote at the Special Meeting. Shareholders of each Acquired Fund are being asked to consider a proposal to approve: (1) the Plan, which provides for the Reorganization relating to their Acquired Fund; and (2) an amendment to the BMO Funds’ Articles of Incorporation to dissolve and terminate their Acquired Fund.

How Each Reorganization Will Work.

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U.S. Federal Income Tax Consequences of the Reorganizations.

Each Reorganization is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes and will not take place unless the Acquired Fund and the Acquiring Fund involved in such Reorganization receive a satisfactory opinion of tax counsel substantially to the effect that the Reorganization will qualify as a tax-free reorganization for U.S. federal income tax purposes, as described in more detail in the section entitled “Tax Status of the Reorganization.” Accordingly, subject to the limited exceptions described in that section, no gain or loss is expected to be recognized by any Acquired Fund or its shareholders as a direct result of its Reorganization.

A portion of the portfolio assets of certain Acquired Funds may be sold by those Acquired Funds before their Reorganization, although, to the extent there are sales of portfolio assets by an Acquired Fund, such sales are not expected to be significant and the actual amount will depend, in part, on shareholder activity prior to the Reorganizations. The actual tax effect of such sales will depend on the difference between the price at which such portfolio assets are sold and the tax basis of the Acquired Fund in such assets and the holding period of such assets at the time of such sale. Any capital gains recognized in any such sales on a net basis, after reduction by any available capital losses, will be distributed to shareholders as capital gain dividends (to the extent of net realized long-term capital gains over net realized short-term capital losses) and/or ordinary dividends (to the extent of net realized short-term capital gains over net realized long-term capital losses) during or with respect to the year of sale, and such distributions may be taxable to shareholders for U.S. federal income tax purposes. Additionally, because each Reorganization will end the tax year of the applicable Acquired Fund, it will accelerate distributions to shareholders from the Acquired Fund for its tax year ending on the date of the Reorganization. Those tax year-end distributions may be taxable, and will include any distributable, but not previously distributed, income and capital gains, to the extent not offset by available capital loss carryovers, if any, resulting from portfolio turnover prior to consummation of the Reorganization.

An Acquired Fund shareholder’s aggregate tax basis in the Acquisition Shares received is expected to carry over from the shareholder’s Acquired Fund shares, and an Acquired Fund shareholder’s holding period in the Acquisition Shares is expected to include the shareholder’s holding period in the Acquired Fund shares.

At any time prior to a Reorganization, a shareholder may redeem shares of an Acquired Fund. Because each Acquired Fund seeks to maintain a stable $1.00 share price, shareholders will typically not recognize a gain or loss when they sell, exchange or redeem their shares of an Acquired Fund, because the amount realized will be the same as their tax basis in the shares. However, any such sale, exchange or redemption may result in the recognition of gain or loss by a shareholder for U.S. federal income tax purposes if the amount realized on the sale, exchange or redemption differs from the shareholder’s tax basis in the shares.

For more information about the U.S. federal income tax consequences of the Reorganizations, see the section entitled “Tax Status of the Reorganization.”

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SYNOPSIS OF PROPOSAL: COMPARISON OF

BMO GOVERNMENT MONEY MARKET FUND AND GOLDMAN SACHS FINANCIAL SQUARE GOVERNMENT FUND

Comparison of Investment Objectives

The Funds have substantially similar investment objectives as shown below.

The Acquired Fund’s investment objective is a non-fundamental policy that may be changed by the BMO Funds Board without prior approval of shareholders. The Acquiring Fund’s investment objective cannot be changed without approval of a majority of the outstanding shares of the Fund.

Comparison of Fees and Expenses

The following tables describe the fees and expenses that you may pay if you buy, hold and sell shares of a Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. The tables enable you to compare and contrast the expense levels for the Acquired Fund and the Acquiring Fund, and obtain a general idea of what the expense levels will be if the Reorganization occurs.

Annual fund operating expenses shown in the tables below are based on expenses for the period ended August 31, 2021. Also shown are annual fund operating expenses projected for the Acquiring Fund on a pro forma basis after giving effect to the proposed Reorganization. The Acquiring Fund includes share classes in addition to those whose expenses are shown below. The tables below include only those Acquiring Fund share classes that will participate in a Reorganization.

In comparing the fees and expenses of the Funds, you may wish to consider differences in fee structure. The Acquiring Fund pays GSAM a fee for its management services, which include investment advisory services and administrative services. In contrast, the Acquired Fund pays BMO AM separate fees for advisory services on the one hand and administrative services on the other hand. BMO AM, as administrator of the Acquired Funds, is entitled to receive a fee based on the aggregate average daily net assets of the Acquired Funds (0.040% on the first $2 billion, 0.030% on the next $2 billion, 0.025% on the next $2 billion, 0.020% on the next $2 billion and 0.010% on aggregate average daily net assets in excess of $8 billion). This separate administrative services fee is reflected in the Acquired Fund’s “Other expenses” in the Annual Fund Operating Expenses table below.

Shareholders of the Acquired Fund that hold Investor Class (Class Y) Shares will receive Administration Shares of the Acquiring Fund. Shareholders of the Acquired Fund that hold Premier Class Shares will receive Institutional Shares of the Acquiring Fund.

3

Investor Class (Class Y) Shares of the Acquired Fund and Administration Shares of the Acquiring Fund

4

Premier Class Shares of the Acquired Fund and Institutional Shares of the Acquiring Fund

5

Comparison of Expense Example

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

Comparison of Principal Investment Strategies

The Funds are money market funds that seeks to maintain a stable net asset value (“NAV”) of $1.00 per share. Each Fund operates as a “government money market fund” within the meaning of Rule 2a-7 under the 1940 Act, and each Fund is required to invest at least 99.5% of its total assets in cash, U.S. government securities, and/or repurchase agreements that are collateralized fully by cash or U.S. government securities. Accordingly, although the Funds describe their principal investment strategies somewhat differently, the Funds have similar principal investment strategies, as described below.

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If the Reorganization occurs, the combined Fund will be subject to the fundamental investment policies of the Acquiring Fund. A “fundamental” investment policy is one that may not be changed without a shareholder vote. Although the fundamental investment policies of the Funds are different, the differences between the fundamental investment policies of the Acquired Fund and the Acquiring Fund are not expected to result in any material difference between the way the Acquired Fund has been managed and the way the Acquiring Fund will be managed. A comparison of the Funds’ fundamental investment policies is set forth in Exhibit A to this Proxy Statement/Prospectus.

Comparison of Principal Risks

The following is a summary of the principal risks associated an investment in a Fund. Although the Funds describe their principal risks somewhat differently, because the Funds have similar investment objectives,

7

strategies and policies, the principal risks are similar for each Fund. Moreover, because each Fund is a money market fund subject to Rule 2a-7 under the 1940 Act, each Fund is required to meet certain risk-limiting conditions relating portfolio quality, diversification, maturity, and liquidity.

Additional information about these risks is included below. As with any security, an investment in a Fund involves certain risks. The fact that a particular risk is not identified does not mean that a Fund, as part of its overall investment strategy, does not invest or is precluded from investing in securities that give rise to that risk.

8

9

Additional information about the risks of the Acquiring Funds is included in Exhibit B.

10

Comparison of Fund Performance

Upon consummation of the Reorganization, the Acquiring Fund will be the accounting and performance survivor. The bar charts and tables below provide an indication of the risks of investing in each Fund by showing: (i) changes in the performance from year to year; and (ii) the average annual total returns of each Fund. Each Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at no cost at www.bmofunds.com (for the Acquired Fund) and www.gsamfunds.com/performance (for the Acquiring Fund) or by calling the appropriate phone number on the front cover of this Proxy Statement/Prospectus.

BMO Government Money Market Fund

Investor Class (Class Y)

11

Premier Class

Goldman Sachs Financial Square Government Fund

Administration Shares

12

Institutional Shares

Comparison of Sales Charges and Distribution Arrangements

Neither the Acquired Fund nor the Acquiring Fund is subject to a front-end sales load or contingent deferred sales charge. Investor Class (Class Y) Shares of the Acquired Fund are subject to a shareholder service fee at the annual rate of 0.25% of the average daily net assets of the Fund attributable to Investor Class (Class Y) Shares. Similarly, Administration Shares of the Acquiring Fund are subject to a shareholder administration fee at the annual rate of 0.25% of the average daily net assets of the Fund attributable to Administration Shares. Premier Class Shares of the Acquired Funds and Institutional Shares of the Acquiring Funds are not subject to any distribution and/or shareholder servicing fee.

Comparison of Management of the Funds

BMO AM currently serves as the investment adviser for the Acquired Fund and GSAM currently serves as the investment adviser for the Acquiring Fund. The tables below show the contractual advisory/management fee schedule for each of the Funds, as applicable. Goldman Sachs Financial Square Government Fund’s management fee schedule will apply following completion of the Reorganization.

As discussed above, in comparing the fees and expenses of the Funds, you may wish to consider differences in fee structure. The Acquiring Fund pays GSAM a fee for its management services, which include investment advisory services and administrative services. In contrast, the Acquired Fund pays BMO AM separate fees for advisory services on the one hand and administrative services on the other hand. BMO AM, as administrator of the Acquired Funds, is entitled to receive a fee based on the aggregate average daily net assets of the Acquired

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Funds. This separate administrative services fee is reflected in each Acquired Fund’s “Other expenses” in the Annual Fund Operating Expenses tables above.

Each Fund is governed by its Board, which is responsible for overseeing the Fund. For a listing of members of the BMO Funds Board and the Goldman Sachs Trust Board, please refer to the Statement of Additional Information for the relevant Fund. The Acquiring Fund and Acquired Fund have different portfolio management teams. A comparison of the Funds’ other service providers is included in Exhibit C. There is not expected to be any material differences in the types of services provided to the Acquiring Fund following the Reorganization and change in service providers.

Comparison of Acquired Fund and Acquiring Fund Purchase and Redemption Provisions

The minimum initial investment required for the Acquired Fund is $1,000 for Class Y Shares and $10,000,000 for Premier Shares. For Class Y Shares, the minimum subsequent purchase amount is $50. You may buy or sell (redeem) shares of an Acquired Fund on any day the Federal Reserve Bank of New York is open for business and, alternatively, on any day the U.S. government securities markets are open and the Acquired Fund’s portfolio managers determine sufficient liquidity exists in those markets. Shares may be purchased through certain intermediaries or purchased directly by phone, by mail or by wire transaction.

The minimum initial investment required for the Acquiring Fund is $10,000,000 for Administration Shares and $10,000,000 for Institutional Shares. There are no minimum subsequent purchase amounts. You may buy or sell (redeem) shares of the Acquiring Fund on any business day (generally, on any day the New York Stock Exchange is open). Generally, shares may be purchased only through certain intermediaries that have a relationship with Goldman Sachs & Co. LLC, including banks, trust companies, brokers, registered investment advisers and other financial institutions. For additional information on the purchase, redemption and exchange of shares, please see the section entitled “Shareholder Guide” below. In accordance with the Plan, investment minimums and shareholder eligibility criteria applicable to the Acquiring Fund will be waived with respect to Acquired Fund shareholders participating in the Reorganization.

14

SYNOPSIS OF PROPOSAL: COMPARISON OF

BMO PRIME MONEY MARKET FUND AND GOLDMAN SACHS INVESTOR MONEY MARKET FUND

Comparison of Investment Objectives

The Funds have substantially similar investment objectives as shown below.

The Funds’ investment objectives are non-fundamental policies and may be changed by the BMO Funds Board and the Goldman Sachs Trust Board, as applicable, without prior approval of shareholders.

Comparison of Fees and Expenses

The following tables describe the fees and expenses that you may pay if you buy, hold and sell shares of a Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. The tables enable you to compare and contrast the expense levels for the Acquired Fund and the Acquiring Fund, and obtain a general idea of what the expense levels will be if the Reorganization occurs.

Annual fund operating expenses shown in the tables below are based on expenses for the period ended August 31, 2021. Also shown are annual fund operating expenses projected for the Acquiring Fund on a pro forma basis after giving effect to the proposed Reorganization. The Acquiring Fund includes share classes in addition to those whose expenses are shown below. The tables below include only those Acquiring Fund share classes that will participate in a Reorganization.

In comparing the fees and expenses of the Funds, you may wish to consider differences in fee structure. The Acquiring Fund pays GSAM a fee for its management services, which include investment advisory services and administrative services. In contrast, the Acquired Fund pays BMO AM separate fees for advisory services on the one hand and administrative services on the other hand. BMO AM, as administrator of the Acquired Funds, is entitled to receive a fee based on the aggregate average daily net assets of the Acquired Funds (0.040% on the first $2 billion, 0.030% on the next $2 billion, 0.025% on the next $2 billion, 0.020% on the next $2 billion and 0.010% on aggregate average daily net assets in excess of $8 billion). This separate administrative services fee is reflected in the Acquired Fund’s “Other expenses” in the Annual Fund Operating Expenses table below.

Shareholders of the Acquired Fund that hold Investor Class (Class Y) Shares will receive Administration Shares of the Acquiring Fund. Shareholders of the Acquired Fund that hold Premier Class Shares will receive Class I Shares of the Acquiring Fund.

15

Investor Class (Class Y) Shares of the Acquired Fund and Administration Shares of the Acquiring Fund

16

Premier Class Shares of the Acquired Fund and Class I Shares of the Acquiring Fund

Comparison of Expense Example

This Example is intended to help you compare the cost of investing in the Acquired Fund with the cost of investing in the Acquiring Fund on a pro forma basis, and allows you to compare these costs with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in each Fund for the time periods indicated and then redeem all of your applicable shares at the end of those periods. The Example also assumes that your investment has a 5% return each year, and that each Fund’s operating expenses remain the same (except that the Example incorporates any expense limitation arrangements for only the first year). Pro forma expenses are included assuming the Reorganization of the Funds. The examples are for comparison purposes only and are

17

not a representation of either Fund’s actual expenses or returns, either past or future. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Comparison of Principal Investment Strategies

The Funds are money market funds that seeks to maintain a stable net asset value (“NAV”) of $1.00 per share. Each Fund invests primarily in high quality, short-term money market instruments, including U.S. government securities, commercial paper, repurchase agreements and bank instruments. Each Fund operates as a retail money market fund as such term is defined under Rule 2a-7 under the 1940 Act and, accordingly, limits investments in the Fund to accounts beneficially owned by natural persons. Although the Funds describe their principal investment strategies somewhat differently, the Funds have similar principal investment strategies, as described below.

18

If the Reorganization occurs, the combined Fund will be subject to the fundamental investment policies of the Acquiring Fund. A “fundamental” investment policy is one that may not be changed without a shareholder vote. Although the fundamental investment policies of the Funds are different, the differences between the fundamental investment policies of the Acquired Fund and the Acquiring Fund are not expected to result in any material difference between the way the Acquired Fund has been managed and the way the Acquiring Fund will be managed. A comparison of the Funds’ fundamental investment policies is set forth in Exhibit A to this Proxy Statement/Prospectus.

Comparison of Principal Risks

The following is a summary of the principal risks associated an investment in a Fund. Although the Funds describe their principal risks somewhat differently, because the Funds have similar investment objectives, strategies and policies, the principal risks are similar for each Fund. Moreover, because each Fund is a money market fund subject to Rule 2a-7 under the 1940 Act, each Fund is required to meet certain risk-limiting conditions relating portfolio quality, diversification, maturity, and liquidity.

Additional information about these risks is included below. As with any security, an investment in a Fund involves certain risks. The fact that a particular risk is not identified does not mean that a Fund, as part of its overall investment strategy, does not invest or is precluded from investing in securities that give rise to that risk.

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20

21

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Under Rule 2a-7, the Board of each Fund is permitted to impose a liquidity fee on redemptions (up to 2%) or a redemption gate that temporarily suspends redemptions (for up to 10 business days during a 90 day period) from the Fund, in the event that the Fund’s weekly liquid assets fall below certain designated thresholds. Additional information about the risks of the Acquiring Funds is included in Exhibit B.

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Comparison of Fund Performance

Upon consummation of the Reorganization, the Acquiring Fund will be the accounting and performance survivor. The bar charts and tables below provide an indication of the risks of investing in each Fund by showing: (i) changes in the performance from year to year; and (ii) the average annual total returns of each Fund. Each Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at no cost at www.bmofunds.com (for the Acquired Fund) and www.gsamfunds.com/performance (for the Acquiring Fund) or by calling the appropriate phone number on the front cover of this Proxy Statement/Prospectus.

BMO Prime Money Market Fund

Investor Class (Class Y)

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Premier Class

Goldman Sachs Investor Money Market Fund

Administration Shares

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Class I Shares

Comparison of Sales Charges and Distribution Arrangements

Neither the Acquired Fund nor the Acquiring Fund is subject to a front-end sales load or contingent deferred sales charge. Investor Class (Class Y) Shares of the Acquired Fund are subject to a shareholder service fee at the annual rate of 0.25% of the average daily net assets of the Fund attributable to Investor Class (Class Y) Shares. Similarly, Administration Shares of the Acquiring Fund are subject to a shareholder administration fee at the annual rate of 0.25% of the average daily net assets of the Fund attributable to Administration Shares. Premier Class Shares of the Acquired Funds and Class I Shares of the Acquiring Funds are not subject to any distribution and/or shareholder servicing fee.

Comparison of Management of the Funds

BMO AM currently serves as the investment adviser for the Acquired Fund and GSAM currently serves as the investment adviser for the Acquiring Fund. The tables below show the contractual advisory/management fee schedule for each of the Funds, as applicable. Goldman Sachs Investor Money Market Fund’s management fee schedule will apply following completion of the Reorganization.

As discussed above, in comparing the fees and expenses of the Funds, you may wish to consider differences in fee structure. The Acquiring Fund pays GSAM a fee for its management services, which include investment advisory services and administrative services. In contrast, the Acquired Fund pays BMO AM separate fees for advisory services on the one hand and administrative services on the other hand. BMO AM, as administrator of the Acquired Funds, is entitled to receive a fee based on the aggregate average daily net assets of the Acquired Funds. This separate administrative services fee is reflected in each Acquired Fund’s “Other expenses” in the Annual Fund Operating Expenses tables above.

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Each Fund is governed by its Board, which is responsible for overseeing the Fund. For a listing of members of the BMO Funds Board and the Goldman Sachs Trust Board, please refer to the Statement of Additional Information for the relevant Fund. The Acquiring Fund and Acquired Fund have different portfolio management teams. A comparison of the Funds’ other service providers is included in Exhibit C. There is not expected to be any material differences in the types of services provided to the Acquiring Fund following the Reorganization and change in service providers.

Comparison of Acquired Fund and Acquiring Fund Purchase and Redemption Provisions

The minimum initial investment required for the Acquired Fund is $1,000 for Class Y Shares and $10,000,000 for Premier Shares. For Class Y Shares, the minimum subsequent purchase amount is $50. You may buy or sell (redeem) shares of an Acquired Fund on any day the Federal Reserve Bank of New York is open for business and, alternatively, on any day the U.S. government securities markets are open and the Acquired Fund’s portfolio managers determine sufficient liquidity exists in those markets. Shares may be purchased through certain intermediaries or purchased directly by phone, by mail or by wire transaction.

The minimum initial investment required for the Acquiring Fund is $10,000,000 for Administration Shares and $10,000,000 for Class I Shares. There are no minimum subsequent purchase amounts. You may buy or sell (redeem) shares of the Acquiring Fund on any business day (generally, on any day the New York Stock Exchange is open). Generally, shares may be purchased only through certain intermediaries that have a relationship with Goldman Sachs & Co. LLC, including banks, trust companies, brokers, registered investment advisers and other financial institutions. For additional information on the purchase, redemption and exchange of shares, please see the section entitled “Shareholder Guide” below. In accordance with the Plan, investment minimums and shareholder eligibility criteria applicable to the Acquiring Fund will be waived with respect to Acquired Fund shareholders participating in the Reorganization.

Each of the Funds operates as a “retail money market fund” under Rule 2a-7 under the 1940 Act. Accordingly, investments in each Fund are limited to accounts beneficially owned by natural persons.

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SYNOPSIS OF PROPOSAL: COMPARISON OF

BMO TAX-FREE MONEY MARKET FUND AND GOLDMAN SACHS INVESTOR TAX-EXEPT MONEY MARKET FUND

Comparison of Investment Objectives

The Funds have substantially similar investment objectives as shown below.

Each Fund’s investment objective is a fundamental policy that may not be changed by its respective Board without prior approval of a majority of the outstanding shares of the Fund.

Comparison of Fees and Expenses

The following tables describe the fees and expenses that you may pay if you buy, hold and sell shares of a Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. The tables enable you to compare and contrast the expense levels for the Acquired Fund and the Acquiring Fund, and obtain a general idea of what the expense levels will be if the Reorganization occurs.

Annual fund operating expenses shown in the tables below are based on expenses for the period ended August 31, 2021. Also shown are annual fund operating expenses projected for the Acquiring Fund on a pro forma basis after giving effect to the proposed Reorganization. The Acquiring Fund includes share classes in addition to those whose expenses are shown below. The tables below include only those Acquiring Fund share classes that will participate in a Reorganization.

In comparing the fees and expenses of the Funds, you may wish to consider differences in fee structure. The Acquiring Fund pays GSAM a fee for its management services, which include investment advisory services and administrative services. In contrast, the Acquired Fund pays BMO AM separate fees for advisory services on the one hand and administrative services on the other hand. BMO AM, as administrator of the Acquired Funds, is entitled to receive a fee based on the aggregate average daily net assets of the Acquired Funds (0.040% on the first $2 billion, 0.030% on the next $2 billion, 0.025% on the next $2 billion, 0.020% on the next $2 billion and 0.010% on aggregate average daily net assets in excess of $8 billion). This separate administrative services fee is reflected in the Acquired Fund’s “Other expenses” in the Annual Fund Operating Expenses table below.

Shareholders of the Acquired Fund that hold Investor Class (Class Y) Shares will receive Administration Shares of the Acquiring Fund. Shareholders of the Acquired Fund that hold Premier Class Shares will receive Class I Shares of the Acquiring Fund.

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Investor Class (Class Y) Shares of the Acquired Fund and Administration Shares of the Acquiring Fund

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Premier Class Shares of the Acquired Fund and Class I Shares of the Acquiring Fund

Comparison of Expense Example

This Example is intended to help you compare the cost of investing in the Acquired Fund with the cost of investing in the Acquiring Fund on a pro forma basis, and allows you to compare these costs with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in each Fund for the time periods indicated and then redeem all of your applicable shares at the end of those periods. The Example also assumes that your investment has a 5% return each year, and that each Fund’s operating expenses remain the same (except that the Example incorporates any expense limitation arrangements for only the first year). Pro forma expenses are included assuming the Reorganization of the Funds. The examples are for comparison purposes only and are

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not a representation of either Fund’s actual expenses or returns, either past or future. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Comparison of Principal Investment Strategies

The Funds are money market funds that seeks to maintain a stable net asset value (“NAV”) of $1.00 per share. Each Fund invests primarily in high quality, short-term money market instruments, namely municipal securities. Each Fund operates as retail money market fund as such term is defined under Rule 2a-7 under the 1940 Act and, accordingly, limits investments in the Fund to accounts beneficially owned by natural persons. Although the Funds describe their principal investment strategies somewhat differently, the Funds have similar principal investment strategies, as described below.

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If the Reorganization occurs, the combined Fund will be subject to the fundamental investment policies of the Acquiring Fund. A “fundamental” investment policy is one that may not be changed without a shareholder vote. Although the fundamental investment policies of the Funds are different, the differences between the fundamental investment policies of the Acquired Fund and the Acquiring Fund are not expected to result in any material difference between the way the Acquired Fund has been managed and the way the Acquiring Fund will be managed. A comparison of the Funds’ fundamental investment policies is set forth in Exhibit A to this Proxy Statement/Prospectus.

Comparison of Principal Risks

The following is a summary of the principal risks associated an investment in a Fund. Although the Funds describe their principal risks somewhat differently, because the Funds have similar investment objectives, strategies and policies, the principal risks are similar for each Fund. Moreover, because each Fund is a money market fund subject to Rule 2a-7 under the 1940 Act, each Fund is required to meet certain risk-limiting conditions relating portfolio quality, diversification, maturity, and liquidity.

Additional information about these risks is included below. As with any security, an investment in a Fund involves certain risks. The fact that a particular risk is not identified does not mean that a Fund, as part of its overall investment strategy, does not invest or is precluded from investing in securities that give rise to that risk.

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Under Rule 2a-7, the Board of each Fund is permitted to impose a liquidity fee on redemptions (up to 2%) or a redemption gate that temporarily suspends redemptions (for up to 10 business days during a 90 day period) from the Fund, in the event that the Fund’s weekly liquid assets fall below certain designated thresholds. Additional information about the risks of the Acquiring Funds is included in Exhibit B.

Comparison of Fund Performance

Upon consummation of the Reorganization, the Acquiring Fund will be the accounting and performance survivor. The bar charts and tables below provide an indication of the risks of investing in each Fund by showing: (i) changes in the performance from year to year; and (ii) the average annual total returns of each Fund. Each Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at no cost at www.bmofunds.com (for the Acquired Fund) and www.gsamfunds.com/performance (for the Acquiring Fund) or by calling the appropriate phone number on the front cover of this Proxy Statement/Prospectus.

BMO Tax-Free Money Market Fund

Investor Class (Class Y)

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Premier Class

Goldman Sachs Investor Tax-Exempt Money Market Fund

Administration Shares

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Class I Shares

Comparison of Sales Charges and Distribution Arrangements

Neither the Acquired Fund nor the Acquiring Fund is subject to a front-end sales load or contingent deferred sales charge. Investor Class (Class Y) Shares of the Acquired Fund are subject to a shareholder service fee at the annual rate of 0.25% of the average daily net assets of the Fund attributable to Investor Class (Class Y) Shares. Similarly, Administration Shares of the Acquiring Fund are subject to a shareholder administration fee at the annual rate of 0.25% of the average daily net assets of the Fund attributable to Administration Shares. Premier Class Shares of the Acquired Funds and Class I Shares of the Acquiring Funds are not subject to any distribution and/or shareholder servicing fee.

Comparison of Management of the Funds

BMO AM currently serves as the investment adviser for the Acquired Fund and GSAM currently serves as the investment adviser for the Acquiring Fund. The tables below show the contractual advisory/management fee schedule for each of the Funds, as applicable. Goldman Sachs Investor Tax-Exempt Money Market Fund’s management fee schedule will apply following completion of the Reorganization.

As discussed above, in comparing the fees and expenses of the Funds, you may wish to consider differences in fee structure. The Acquiring Fund pays GSAM a fee for its management services, which include investment advisory services and administrative services. In contrast, the Acquired Fund pays BMO AM separate fees for advisory services on the one hand and administrative services on the other hand. BMO AM, as administrator of the Acquired Funds, is entitled to receive a fee based on the aggregate average daily net assets of the Acquired

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Funds. This separate administrative services fee is reflected in each Acquired Fund’s “Other expenses” in the Annual Fund Operating Expenses tables above.

Each Fund is governed by its Board, which is responsible for overseeing the Fund. For a listing of members of the BMO Funds Board and the Goldman Sachs Trust Board, please refer to the Statement of Additional Information for the relevant Fund. The Acquiring Fund and Acquired Fund have different portfolio management teams. A comparison of the Funds’ other service providers is included in Exhibit C. There is not expected to be any material differences in the types of services provided to the Acquiring Fund following the Reorganization and change in service providers.

Comparison of Acquired Fund and Acquiring Fund Purchase and Redemption Provisions

The minimum initial investment required for the Acquired Fund is $1,000 for Class Y Shares and $10,000,000 for Premier Shares. For Class Y Shares, the minimum subsequent purchase amount is $50. You may buy or sell (redeem) shares of an Acquired Fund on any day the Federal Reserve Bank of New York is open for business and, alternatively, on any day the U.S. government securities markets are open and the Acquired Fund’s portfolio managers determine sufficient liquidity exists in those markets. Shares may be purchased through certain intermediaries or purchased directly by phone, by mail or by wire transaction.

The minimum initial investment required for the Acquiring Fund is $10,000,000 for Administration Shares and $10,000,000 for Class I Shares. There are no minimum subsequent purchase amounts. You may buy or sell (redeem) shares of the Acquiring Fund on any business day (generally, on any day the New York Stock Exchange is open). Generally, shares may be purchased only through certain intermediaries that have a relationship with Goldman Sachs & Co. LLC, including banks, trust companies, brokers, registered investment advisers and other financial institutions. For additional information on the purchase, redemption and exchange of shares, please see the section entitled “Shareholder Guide” below. In accordance with the Plan, investment minimums and shareholder eligibility criteria applicable to the Acquiring Fund will be waived with respect to Acquired Fund shareholders participating in the Reorganization.

Each of the Funds operates as a “retail money market fund” under Rule 2a-7 under the 1940 Act. Accordingly, investments in each Fund are limited to accounts beneficially owned by natural persons.

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TERMS OF THE AGREEMENT AND PLAN OF REORGANIZATION

The Reorganizations

Agreement and Plan of Reorganization

The shareholders of each Acquired Fund are being asked to approve the respective Plan substantially in the form attached as Exhibit E. The description of the Plans contained herein includes certain material provisions of the Plans.

Determination of Net Asset Value. If each Reorganization is approved, each Acquiring Fund will issue to the corresponding Acquired Fund the number of the applicable Acquiring Fund’s shares, including fractional shares, with an aggregate value equal to the aggregate value of the applicable Acquired Fund’s shares. The aggregate value of the Acquiring Fund’s shares to be so credited to each corresponding Acquired Fund’s shareholders shall be equal to the aggregate value of the Acquired Fund’s shares owned by the Acquired Fund’s shareholders on the Closing Date.

Conditions to Closing the Reorganization. The obligation of each Fund to consummate each Reorganization is subject to the satisfaction or waiver of certain conditions, including each Fund’s performance of all of its

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obligations under the Plan, the receipt of certain documents and financial statements from the Acquired Funds and the receipt of all consents, orders and permits necessary to consummate each Reorganization (see Sections 6, 7, and 8 of the Plan). The obligations of the Acquiring Funds and the Acquired Funds are subject to the approval of the Plan by the necessary vote of the outstanding shares of the Acquired Funds with respect to each Reorganization, in accordance with the provisions of BMO Funds’ Articles of Incorporation. The Funds’ obligations are also subject to the receipt of a favorable opinion of Dechert LLP as to the United States federal income tax consequences of the Reorganizations (see Section 8.7 of the Plan).

Termination of the Plan. The BMO Funds Board or Goldman Sachs Trust’s Board of Trustees may terminate the Plan (even if the shareholders of the Acquired Funds have already approved it) at any time prior to the Closing Date, if circumstances should develop that, in the opinion of that Board, make proceeding with the Plan not in the best interests of any Acquiring Fund or any Acquired Fund, respectively. The Plan may also be terminated prior to the Closing Date (1) by written consent of each of the parties; (2) because of a breach of any representation, warranty, covenant or agreement contained in the Plan to be performed at or prior to the Closing Date and failure to cure such breach; (3) upon the occurrence of an event that has a material adverse effect upon any of the parties; (4) because of a final, non-appealable order of a federal or state court in effect preventing consummation of the Plan; (5) because of a final action taken, or any statute, rule, regulation or order enacted, promulgated or issued by any governmental entity rendering consummation of the Plan illegal; or (6) if the Reorganizations shall not have been consummated by December 31, 2022 or some later date in the event public solicitations of the shareholders of the Acquired Funds have commenced seeking approval of the Plan and any related approvals.

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REASONS FOR THE PROPOSED REORGANIZATION AND THE BMO FUNDS BOARD’S EVALUATION AND RECOMMENDATION

The BMO Funds Board considered and discussed the Reorganizations with representatives of BMO AM at meetings held on August 9-11, 2021 and October 18, 2021 (the “October Meeting” and, together, the “BMO Funds Board Meetings”), and approved the Reorganizations at the October Meeting, subject to the approval of each Acquired Fund’s shareholders.

At the October Meeting, BMO AM recommended that the BMO Funds Board approve the Reorganizations. The BMO Funds Board considered that BMO AM proposed the Reorganizations following a decision by BMO AM and the Bank of Montreal, the parent company of BMO AM, to exit the mutual fund advisory business in the United States, including ceasing management of the Acquired Funds. The Board noted that BMO AM considered options for each Acquired Fund and ultimately proposed reorganizing each of the Acquired Funds into a corresponding Acquiring Fund—each of which operates as a “money market fund” pursuant to Rule 2a-7 under the 1940 Act—in order to ensure, among other things, that shareholders of the Acquired Funds have continued access to a large and stable mutual fund platform. GSAM currently serves as the investment adviser for each of the Acquiring Funds. The BMO Funds Board also considered that BMO AM believes, in the absence of the Reorganizations, an alternative would be to seek approval from the BMO Funds Board for the liquidation of the Acquired Funds. BMO AM added that, if an Acquired Fund were to liquidate, it is expected that such liquidation would result in the recognition of gain or loss by the Acquired Fund and its shareholders. In contrast, each Reorganization is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes.

In considering and approving the Reorganizations, the BMO Funds Board reviewed the proposed Reorganizations from the point of view of the interests of the Acquired Funds and their respective shareholders and discussed the future of the Acquired Funds and the potential advantages of reorganizing the Acquired Funds into the Acquiring Funds. Among other things, the BMO Funds Board reviewed the overall proposals for the Reorganizations, the principal terms and conditions of each Plan, including that each Reorganization is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes, the recommendation from BMO AM, and certain other materials and information provided prior to and during the BMO Funds Board Meetings (in writing and/or orally), including in response to a due diligence request from independent legal counsel on behalf of the Directors of the BMO Funds Board who are not “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, of BMO Funds (the “Independent Directors”). In considering the proposed Reorganizations, the BMO Funds Board considered the following significant factors, among others and in no order of priority:

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In their deliberations, the BMO Funds Board members did not identify any single factor that was paramount or controlling and individual Board members may have attributed different weights to various factors. The BMO Funds Board also evaluated the information available to it on an Acquired Fund-by-Acquired Fund basis and made determinations separately in respect of each Acquired Fund it oversees. Although in most cases, the performance history of the Acquiring Fund compared favorably versus the relevant peer group(s), and the relevant performance history of its corresponding Acquired Fund, there were some instances where the comparative performance for certain periods or time frames was less favorable than the Acquired Fund. Approval of a Reorganization was not conditioned on the Acquiring Fund having a more favorable performance history. Instead, the Board considered performance along with many other relevant factors.

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The BMO Funds Board also noted BMO AM’s explanation that it considered recommending to the Board possible alternatives to the Reorganizations and weighed the benefits of such alternatives, including the liquidation of one or more Acquired Funds and the viability of maintaining an Acquired Fund in its current state of operations if a Reorganization were not approved by such Fund’s shareholders. In considering the alternative of liquidating the Acquired Funds and the potential tax consequences to shareholders, the BMO Funds Board noted that: (1) shareholders not wishing to become shareholders of the Acquiring Funds following the Reorganizations could redeem their shares of the Acquired Fund(s) without penalty (however, redeeming shareholders will recognize a taxable gain or loss for U.S. federal income tax purposes based on the difference between the shareholder’s tax basis in the shares and the amount the shareholder receives for them); and (2) the Reorganizations would allow shareholders of an Acquired Fund who wished to retain their investment after the Reorganization to do so in a registered mutual fund with similar investment objectives and strategies. With regard to maintaining the Acquired Funds in their current state of operations if a Reorganization was not approved, the BMO Funds Board determined that was not a viable option given BMO AM’s decision to exit the mutual fund advisory business in the United States.

After consideration of these and other factors it deemed appropriate, the BMO Funds Board determined that the Reorganization of each Acquired Fund as proposed by BMO AM is in the best interests of the Acquired Fund and its respective shareholders and that the interests of the existing shareholders of the Acquired Funds will not be diluted as a result of the Reorganizations. The BMO Funds Board, including the Independent Directors, unanimously approved the Reorganization of each Acquired Fund, subject to approval of each Acquired Fund’s shareholders.

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OTHER IMPORTANT INFORMATION CONCERNING THE REORGANIZATIONS

Fund Securities

If a Reorganization is effected, GSAM will analyze and evaluate the fund securities of an Acquired Fund transferred to the corresponding Acquiring Fund. The extent and duration to which the fund securities of the Acquired Funds will be maintained by the Acquiring Funds will be determined consistent with the Acquiring Funds’ investment objectives and policies, any restrictions imposed by the Internal Revenue Code of 1986, as amended (the “Code”) and in the best interests of each of the Acquiring Funds’ shareholders (including former shareholders of the Acquired Funds). It is not currently anticipated that it will be necessary to materially dispose of fund securities of the Acquired Funds to effect each Reorganization. However, it is possible that there may be dispositions of some of the fund securities of your Acquired Fund prior to or following each Reorganization. Subject to market conditions at the time of any such disposition, the disposition of the Fund securities by the Acquiring Funds may result in a capital gain or loss for the Acquiring Funds. The actual tax consequences of any disposition of fund securities will vary depending upon the specific security(ies) being sold and the Acquired Fund’s ability (for dispositions prior to the Reorganization) and the Acquiring Funds’ ability (for dispositions following the Reorganization), respectively, to use any available tax loss carryforwards. The disposition of fund securities also may result in significant brokerage expense. Any such brokerage expense, however, will be borne by GSAM, BMO AM, or their respective affiliates, and not by any of the Funds.

Tax Capital Loss Carryforwards

Federal income tax law permits a regulated investment company to carry forward its net capital losses without limit. Each Acquiring Fund’s ability to use the capital loss carryovers of the respective Acquired Fund, if any, to offset gains of Acquiring Fund in a given tax year after the Reorganization may be limited by loss limitation rules under the Code. The impact of those loss limitation rules will depend on the relative sizes of, and the losses and gains in, the Funds at the time of the Reorganization.

The ability of the Acquiring Funds to use capital losses to offset capital gains will also depend on other factors such as the future realization of capital gains or losses.

Capitalization

The following table sets forth the capitalization of the Funds as of September 30, 2021. The table also sets forth the pro forma combined capitalization of the combined Fund for each Acquired Fund and the corresponding Acquiring Fund as if the Reorganization had occurred on September 30, 2021. If the Reorganizations are consummated, the net assets, net asset value per share and shares outstanding on the Closing Date will vary from the information below due to changes in the market value of the fund securities of the Funds between September 30, 2021 and the Closing Date, changes in the amount of undistributed net investment income and net realized capital gains of the Funds during that period resulting from income and distributions, and changes in the accrued liabilities of the Funds during the same period. In the tables below, references to Investor Class (Class Y)

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and Premier Class apply to Acquired Funds and references to Administration Shares and Institutional/Class I Shares apply to Acquiring Funds and Combined Funds.

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It is impossible to predict how many shares of an Acquiring Fund will actually be received and distributed by the corresponding Acquired Fund on the Closing Date. The table should not be relied upon to determine the amount of the Acquiring Funds’ shares that will actually be received and distributed.

For information regarding the principal shareholders for each Acquiring Fund and Acquired Fund, see Exhibits F and G.

Tax Status of the Reorganization

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

No opinion will be expressed as to the effect of the Reorganizations on the Acquiring Funds, the Acquired Funds or any Acquired Fund shareholder with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes (a) at the end of the taxable year or upon the termination thereof, or (b) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code.

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In rendering such opinion, counsel shall rely upon, among other things, certain facts, assumptions and representations of BMO Funds and of Goldman Sachs Trust.

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

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

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INFORMATION CONCERNING THE SPECIAL MEETING

Board Recommendation and Required Vote

The BMO Funds Board unanimously recommends that shareholders of each Acquired Fund vote FOR each applicable Reorganization.

As noted below under “Quorum and Methods of Tabulation,” there must be a quorum present in order to transact business at the Special Meeting. For each Acquired Fund, approval of the Reorganization on behalf of an Acquired Fund requires the affirmative vote of a “majority of the outstanding voting securities” of such Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of such Fund or (ii) 67% or more of the outstanding voting securities of such Fund present at the Special Meeting if more than 50% of the outstanding voting securities of such Fund are present at the Special Meeting in person or represented by proxy.

If a Reorganization is not approved for an Acquired Fund, the BMO Funds Board will consider what further action should be taken with respect to the relevant Acquired Fund. All share classes of an Acquired Fund will vote together as one class. The approval of the Reorganization of one Acquired Fund is not conditioned upon the approval of the Reorganization of any other Acquired Fund.

Voting

Shareholders of record of each Acquired Fund on November 30, 2021 (previously defined as the “Record Date”) are entitled to vote at the meeting.

The record holders of the shares outstanding of each Acquired Fund are entitled to one vote per share (and a fractional vote per fractional share) on all matters presented at the Special Meeting. For a complete summary of the rights of shareholders of the Acquired Funds and the Acquiring Funds, see “Exhibit D – Comparison of Organizational Documents.” The total number of shares of each class of each Acquired Fund outstanding as of the close of business on the Record Date are set forth below.

Quorum and Methods of Tabulation

In order to transact business at the Special Meeting, a quorum must be present. Under BMO Funds’ Articles of Incorporation, as amended, a quorum is constituted by the presence in person or by proxy of one-third of the outstanding shares of the Acquired Fund entitled to vote at the Special Meeting. Accordingly, for purposes of the Special Meeting, a quorum will be constituted by the presence in person or by proxy of one-third of the outstanding shares of each Acquired Fund entitled to vote as of the Record Date. In the event that a quorum is not present at the Special Meeting with respect to an Acquired Fund, or if a quorum is present at the Special Meeting but sufficient votes to approve the Reorganization are not received, the persons named as proxies may propose one or more adjournments of the Special Meeting to a date within a reasonable time after the Record Date to permit further solicitation of proxies with respect to the Reorganization. Any such adjournments will require the affirmative vote of a majority of the votes cast on the question in person or by proxy at the session of the Special Meeting to be adjourned. The persons named as proxies will vote those proxies that are entitled to vote FOR a Reorganization in favor of such adjournment and will vote those proxies required to be voted AGAINST a Reorganization against such adjournment. They will vote, in their discretion, shares represented by proxies that reflect abstentions. For purposes of determining the presence of a quorum for transacting business at the Special

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Meeting, abstentions will be treated as shares that are present and will have the effect of a “no” vote for purposes of obtaining the requisite approval for the Reorganization.

A broker non-vote occurs in connection with a shareholder meeting when the shareholders are asked to consider both “routine” and “non-routine” proposals. In such a case, if a broker-dealer votes on the “routine” proposal, but does not vote on the “non-routine” proposal because (i) the shares entitled to cast the vote are held by the broker-dealer in “street name” for the beneficial owner, (ii) the broker-dealer lacks discretionary authority to vote the shares, and (iii) the broker-dealer has not received voting instructions from the beneficial owner, a broker non-vote is said to occur with respect to the “non-routine” proposal. It is BMO Funds’ understanding that because broker-dealers (in the absence of specific authorization from their customers) will not have discretionary authority to vote any shares held beneficially by their customers on a single matter expected to be presented at the Special Meeting with respect to the Acquired Funds, there will not be any “broker non-votes” at the Special Meeting.

Only the shareholders of record of the Acquired Funds at the close of business on the Record Date will be entitled to notice of, and to vote at, the Special Meeting or any adjournments thereof.

Shareholder Proxies

If you properly authorize your proxy by Internet or telephone, or by executing and returning the enclosed proxy card by mail, and your proxy is not subsequently revoked, your vote will be cast at the Special Meeting and at any postponement or adjournment thereof. If you give instructions, your vote will be cast in accordance with your instructions. If you return your signed proxy card without instructions, your vote will be cast in favor of the Reorganization of your Acquired Fund. Your votes will be cast in the discretion of the proxy holders on any other matter that may properly come before the Special Meeting, including, but not limited to, proposing the adjournment of the Special Meeting in the event that sufficient votes in favor of a Reorganization are not received. Shareholders of an Acquired Fund will be entitled to cast votes and authorize proxies on only the Reorganization affecting the Acquired Fund in which they are shareholders. If you intend to vote in person at the Special Meeting, please call [●] to obtain important information regarding your attendance at the Special Meeting, including directions.

Proxy Statement Delivery

“Householding” is the term used to describe the practice of delivering one copy of a document to a household of shareholders instead of delivering one copy of a document to each shareholder in the household. Certain shareholders of the Acquired Funds who share a common address and who have not opted out of the householding process may receive a single copy of the Proxy Statement/Prospectus along with the proxy cards. If you received more than one copy of the Proxy Statement/Prospectus, you may elect to household in the future if permitted by your financial intermediary. Contact the financial intermediary through which you purchased your shares to determine whether householding is an option for your account. If you received a single copy of the Proxy Statement/Prospectus, you may opt out of householding in the future by contacting your financial intermediary.

Revoking Proxies

If you execute, date and submit a proxy card with respect to your Acquired Fund, you may revoke your proxy prior to the Special Meeting by providing written notice to the Acquired Funds’ Secretary at 790 North Water Street, Suite 1100, Milwaukee, Wisconsin 53202, or change your vote by submitting a subsequently executed and dated proxy card, by authorizing your proxy by Internet or telephone on a later date or by attending the Special Meeting and casting your vote in person. If you authorize your proxy by Internet or telephone, you may change your vote prior to the Special Meeting by authorizing a subsequent proxy by Internet or telephone or by completing, signing and returning a proxy card dated as of a date that is later than your last Internet or telephone proxy authorization or by attending the Special Meeting and casting your vote in person. Merely attending the Special Meeting without voting will not revoke your prior proxy.

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Simultaneous Meetings

The Special Meeting for each Acquired Fund will be held simultaneously with the Special Meeting for each other Acquired Fund. If any shareholder objects to the holding of simultaneous meetings, the shareholder may move for an adjournment of his/her/their Acquired Fund’s Special Meeting to a time after the Special Meeting so that a meeting for that Acquired Fund may be held separately. If a shareholder makes this motion, the persons named as proxies will take into consideration the reasons for the objection in deciding whether to vote in favor of the adjournment and may vote for or against the adjournment in their discretion.

Solicitation of Proxies

BMO Funds is asking for your vote and for you to vote as promptly as possible. Proxies will be solicited primarily through the mailing of this Proxy Statement/Prospectus and its enclosures, but proxies also may be solicited through further mailings, telephone calls, personal interviews or e-mail by employees or agents of BMO AM, or by employees or agents of GSAM and its affiliated companies. In addition, Broadridge Financial Solutions, Inc., has been engaged to assist in the solicitation of proxies, at the estimated cost set forth below, plus expenses.

Shareholder Proposals

The Acquired Funds are not required, and do not intend, to hold regular annual meetings of shareholders. Shareholders wishing to submit proposals for consideration for inclusion in a proxy statement for the next meeting of shareholders (if any) should send their written proposals to the Secretary of BMO Funds at BMO Funds’ principal office, so that they are received within a reasonable time before any such meeting. The timely submission of a proposal to the Secretary of BMO Funds does not guarantee that it will be submitted at the shareholder meeting.

Dissenters’ Right of Appraisal

Under applicable legal and regulatory requirements, none of the Acquired Funds’ shareholders will be entitled to exercise dissenters’ rights (i.e., to demand the fair value of their shares in connection with a Reorganization). Therefore, shareholders will be bound by the terms of the Agreement. However, any shareholder of an Acquired Fund may redeem his/her/their shares prior to the Reorganizations.

Other Business

BMO Funds does not know of any matters to be presented at the Special Meeting other than the Reorganizations. If other business should properly come before the Special Meeting, the persons named as proxies will vote thereon in their discretion.

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Adjournment

If the quorum required for the Special Meeting has not been met for any Acquired Fund, the persons named as proxies may propose adjournment of the Special Meeting with respect to any Acquired Fund that has not reached a quorum and vote all shares that they are entitled to vote in favor of such adjournment. If the quorum required for the Special Meeting has been met, but sufficient votes in favor of the Reorganization are not received by the time scheduled for the Special Meeting, then the persons named as proxies may move for one or more adjournments of the Special Meeting for the Reorganization to allow further solicitation of shareholders. For each Acquired Fund, the Special Meeting may be adjourned by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the Special Meeting may be held as adjourned within a reasonable time after the date set for the original Special Meeting without further notice.

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OTHER INFORMATION ABOUT THE ACQUIRING FUNDS

Tax Information

With respect to the Goldman Sachs Financial Square Government Fund and Goldman Sachs Investor Money Market Fund, distributions are taxable, and will be taxed to shareholders as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Investments made through tax-deferred arrangements may become taxable upon withdrawal from such arrangements.

With respect to the Goldman Sachs Investor Tax-Exempt Money Market Fund, distributions that are reported as “exempt interest dividends” are generally not subject to federal income tax. To the extent that Fund distributions are attributable to interest on certain federal obligations or interest on obligations of your state of residence or its municipalities or authorities, they will in most cases be exempt from state and local income taxes. The Fund intends to avoid investments which pay interest that is a preference item in determining AMT liability.

Payments to Broker-Dealers and Other Financial Intermediaries

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

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MANAGEMENT OF THE ACQUIRING FUNDS

For purposes of the remainder of this section, the term “Investment Adviser” refers to “GSAM” and the terms “Fund” or “Funds” refer to an “Acquiring Fund” or the “Acquiring Funds.”

GSAM has been registered as an investment adviser with the SEC since 1990 and is an indirect, wholly-owned subsidiary of The Goldman Sachs Group, Inc. and an affiliate of Goldman Sachs. Founded in 1869, The Goldman Sachs Group, Inc. is a publicly-held financial holding company and a leading global investment banking, securities and investment management firm. As of September 30, 2021, GSAM, including its investment advisory affiliates, had assets under supervision of approximately $2.15 trillion.

The Investment Adviser provides day-to-day advice regarding each Fund’s portfolio transactions. The Investment Adviser makes the investment decisions for a Fund and places purchase and sale orders for the Fund’s portfolio transactions in U.S. and foreign markets. As permitted by applicable law and exemptive relief obtained by the Investment Adviser, Goldman Sachs & Co. LLC (“Goldman Sachs”) and the Funds, these orders may be directed to any broker-dealers, including Goldman Sachs and its affiliates. While the Investment Adviser is ultimately responsible for the management of the Funds, it is able to draw upon the research and expertise of its asset management affiliates for portfolio decisions and management with respect to certain portfolio securities. In addition, the Investment Adviser has access to the research and certain proprietary technical models developed by Goldman Sachs (subject to legal, internal, regulatory and Chinese Wall restrictions), and will apply quantitative and qualitative analysis in determining the appropriate allocations among categories of issuers and types of securities.

The Investment Adviser also performs the following additional services for the Funds (to the extent not performed by others pursuant to agreements with the Fund):

An investment in a Fund may be negatively impacted because of the operational risks arising from factors such as processing errors and human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel, and errors caused by third-party service providers or trading counterparties. Although the Funds attempt to minimize such failures through controls and oversight, it is not possible to identify all of the operational risks that may affect a Fund or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures. Each Fund and its shareholders could be negatively impacted as a result.

Pursuant to SEC exemptive orders, certain Funds may enter into principal transactions in certain money market instruments, including repurchase agreements, with Goldman Sachs.

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Management Fees and Other Expenses

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

The Investment Adviser may waive a portion of its management fee, including fees earned as the Investment Adviser to any of the affiliated funds in which the Fund invests, except those management fees it earns from the Fund’s investments of cash collateral received in connection with securities lending transactions in affiliated funds, from time to time, and may discontinue or modify any such waivers in the future, consistent with the terms of any fee waiver arrangements in place. The Investment Adviser may voluntarily waive a portion of its management fees, and these waivers may exceed what is stipulated in any fee waiver arrangements. These temporary waivers may be modified or terminated at any time at the option of the Investment Adviser, without shareholder approval.

The Investment Adviser has agreed to reduce or limit each Fund’s “Other Expenses” (excluding acquired fund fees and expenses, transfer agency fees and expenses, taxes, interest, brokerage fees, expenses of shareholder meetings, litigation and indemnification, extraordinary expenses, and, in the case of Administration Shares, administration fees) equal on an annualized basis to 0.014% of each Fund’s average daily net assets through at least March 30, 2023, and prior to such date the Investment Adviser may not terminate this expense limitation arrangement without the approval of the Board of Trustees. The expense limitation arrangement may be modified or terminated at any time at the option of the Investment Adviser and without shareholder approval after such date, although the Investment Adviser does not presently intend to do so. A Fund’s “Other Expenses” or “Total Annual Fund Operating Expenses” (as applicable) may be further reduced by any custody and transfer agency fee credits received by the Fund.

A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreements for the Funds in 2020 is available in the Funds’ Annual Report dated August 31, 2020. Effective September 1, 2020, the Funds’ fiscal year end changed from August 31 to November 30.

Goldman Sachs Money Market Team’s Investment Philosophy:

The Funds are managed to seek preservation of capital, daily liquidity and maximum current income. With each Fund, the Investment Adviser follows a conservative, risk-managed investment process that seeks to:

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1. Managing Credit Risk

The Investment Adviser’s process for managing credit risk emphasizes:

The Result: An “approved” list of high-quality credits—The Investment Adviser’s portfolio management team uses this approved list to construct portfolios which offer the best available risk-return trade-off within the “approved” credit universe. If a security is removed from the “approved” list, the Investment Adviser may not purchase that security for a Fund, although it is not required to sell that security.

2. Managing Interest Rate Risk

Three main steps are followed in seeking to manage interest rate risk:

3. Managing Liquidity

Factors that the Investment Adviser’s portfolio managers continuously monitor and that affect liquidity of a money market portfolio include:

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

Other Service Providers

Auditors

PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Suite 500, Boston, MA 02210, is the Funds’ independent registered public accounting firm. In addition to audit services, PricewaterhouseCoopers LLP provides assistance on certain non-audit matters.

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Custodian and Administrator

The Bank of New York Mellon (“BNYM”) acts as custodian of the Funds’ assets. In that capacity, BNYM maintains the accounting records and calculates the daily NAV per share of the Funds. Its mailing address is One Wall Street, New York, New York 10286.

Distributor and Transfer Agent

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

For its transfer agency services, Goldman Sachs is entitled to receive a transfer agency fee equal, on an annualized basis, to 0.01% of average daily net assets of the Fund. Goldman Sachs may voluntarily agree to waive all or a portion of the Fund’s transfer agency fees. These temporary waivers may be modified or terminated at any time at the option of Goldman Sachs, without shareholder approval.

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

Legal Counsel

The Board of Trustees has engaged Dechert LLP, located at 1900 K Street NW, Washington, District of Columbia 20006, to serve as the Funds’ legal counsel.

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

The involvement of the Investment Adviser, Goldman Sachs and their affiliates in the management of, or their interest in, other accounts and other activities of Goldman Sachs will present conflicts of interest with respect to the Fund and will, under certain circumstances, limit the Fund’s investment activities. Goldman Sachs is a worldwide, full service investment banking, broker dealer, asset management and financial services organization and a major participant in global financial markets that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and individuals. As such, it acts as a broker-dealer, investment adviser, investment banker, underwriter, research provider, administrator, financier, adviser, market maker, trader, prime broker, derivatives dealer, clearing agent, lender, counterparty, agent, principal, distributor, investor or in other commercial capacities for accounts or companies or affiliated or unaffiliated investment funds (including pooled investment vehicles and private funds) in which one or more accounts, including the Fund, invest. In those and other capacities, Goldman Sachs and its affiliates advise and deal with clients and third parties in all markets and transactions and purchase, sell, hold and recommend a broad array of investments, including securities, derivatives, loans, commodities, currencies, credit default swaps, indices, baskets and other financial instruments and products for their own accounts or for the accounts of their customers and have other direct and indirect interests in the global fixed income, currency, commodity, equities, bank loans and other markets and the securities and issuers in which the Fund may directly and indirectly invest. Thus, it is expected that the Fund will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which Goldman Sachs and its affiliates perform or seek to perform investment banking or other services. The Investment Adviser and/or certain of its affiliates are the managers of the Goldman Sachs Funds. The Investment Adviser and its affiliates earn fees from this and other relationships with the Fund. Although management fees paid by the Fund to the Investment Adviser and certain other fees paid to the Investment Adviser’s affiliates are based on asset levels, the fees are not directly contingent on Fund performance, and the Investment Adviser and its affiliates will still receive significant compensation from the Fund even if shareholders lose money. Goldman

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Sachs and its affiliates engage in proprietary trading and advise accounts and funds which have investment objectives similar to those of the Fund and/or which engage in and compete for transactions in the same types of securities, currencies and instruments as the Fund. Goldman Sachs and its affiliates will not have any obligation to make available any information regarding their proprietary activities or strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the management of the Fund. The results of the Fund’s investment activities, therefore, will likely differ from those of Goldman Sachs, its affiliates, and other accounts managed by Goldman Sachs, and it is possible that the Fund could sustain losses during periods in which Goldman Sachs and its affiliates and other accounts achieve significant profits on their trading for Goldman Sachs or other accounts. In addition, the Fund may enter into transactions in which Goldman Sachs and its affiliates or their other clients have an adverse interest. For example, the Fund may take a long position in a security at the same time that Goldman Sachs and its affiliates or other accounts managed by the Investment Adviser or its affiliates take a short position in the same security (or vice versa). These and other transactions undertaken by Goldman Sachs, its affiliates or Goldman Sachs-advised clients may, individually or in the aggregate, adversely impact the Fund. Transactions by one or more Goldman Sachs-advised clients or the Investment Adviser may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Fund. The Fund’s activities will, under certain circumstances, be limited because of regulatory restrictions applicable to Goldman Sachs and its affiliates, and/or their internal policies designed to comply with such restrictions. As a global financial services firm, Goldman Sachs and its affiliates also provide a wide range of investment banking and financial services to issuers of securities and investors in securities. Goldman Sachs, its affiliates and others associated with it are expected to create markets or specialize in, have positions in and/or effect transactions in, securities of issuers held by the Fund, and will likely also perform or seek to perform investment banking and financial services for one or more of those issuers. Goldman Sachs and its affiliates are expected to have business relationships with and purchase or distribute or sell services or products from or to distributors, consultants or others who recommend the Fund or who engage in transactions with or for the Fund. For more information about conflicts of interest, see the section entitled “Potential Conflicts of Interest” in the SAI.

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DISTRIBUTIONS

For purposes of the remainder of this section, the term “Fund” or “Funds” refer to an “Acquiring Fund” or the “Acquiring Funds.”

Distributions will be distributed monthly. You may choose to have distributions paid in:

Special restrictions may apply. See the Acquiring Funds’ SAI filed with the SEC.

You may indicate your election on your account application. Any changes may be submitted in writing or via telephone, in some instances, to the Transfer Agent (either directly or through your Intermediary) at any time. If you do not indicate any choice, dividends and distributions will be reinvested automatically in the applicable Fund.

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

All or substantially all of a Fund’s net investment income will be declared as a dividend daily. Distributions will normally, but not always, be declared as of the following times:

Distributions will be reinvested as of the last calendar day of each month. Cash distributions normally will be paid on or about the first business day of each month. Net short-term capital gains, if any, will be distributed in accordance with federal income tax requirements and may be reflected in a Fund’s daily declared dividends. Net short-term capital gains may at times represent a significant component of the Fund’s daily declared dividends (e.g., during periods of extremely low interest rates). The Funds may distribute at least annually other realized capital gains, if any, after reduction by available realized capital losses.

In order to avoid excessive fluctuations in the amount of monthly capital gains distributions, a Fund may defer or accelerate the timing of the distributions of short-term capital gains (or any portion thereof). In addition, a Fund may reduce or withhold any income and/or realized gains generated from its investments to the extent necessary to maintain a stable $1.00 share price or minimize principal volatility.

The realized gains and losses are not expected to be of an amount which would affect a Fund’s NAV of $1.00 per share.

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SHAREHOLDER GUIDE

For purposes of the remainder of this section, the term “Investment Adviser” refers to “GSAM” and the term “Fund” or “Funds” refer to an “Acquiring Fund” or the “Acquiring Funds.”

The following section will provide you with answers to some of the most frequently asked questions regarding buying and selling a Fund’s Shares. Certain features of Shares, including whether they transact at a fluctuating or stable $1.00 share price, depend on a Fund’s classification as either a “government” or “retail” fund, as shown below:

HOW TO BUY SHARES

How Can I Purchase Shares Of The Funds?

Generally, Shares may be purchased only through certain intermediaries, including banks, trust companies, brokers, registered investment advisers and other financial institutions (“Intermediaries”). Certain Intermediaries have been authorized by Goldman Sachs Trust (the “Trust”) to accept purchase, redemption or exchange orders on behalf of the Fund for their customers (“Authorized Institutions”). You should contact your Intermediary to learn whether it is authorized to accept orders on behalf of the Fund (i.e., an Authorized Institution). Generally, shareholders may not buy Administration Shares directly from a Fund.

Customers of an Intermediary will normally give their order instructions to the Intermediary, and the Intermediary will, in turn, place the order with the Transfer Agent. Intermediaries are responsible for transmitting accepted orders and payments to the Transfer Agent within the time period agreed upon by them and will set times by which orders and payments must be received by them from their customers. The Trust, Goldman Sachs & Co. LLC (the “Transfer Agent”), Investment Adviser and their affiliates will not be responsible for any loss in connection with orders that are not transmitted to the Transfer Agent by an Intermediary on a timely basis.

The Fund will be deemed to have received an order for purchase, redemption or exchange of Fund shares when the order is accepted in “proper form” by the Transfer Agent (or, if applicable, by an Authorized Institution) on a business day, and the order will be priced at the Fund’s current NAV per share next determined after acceptance by the Transfer Agent (or, if applicable, by an Authorized Institution). Orders that are transmitted by mail or fax will be priced at the Fund’s current NAV per share determined on the day on which the order is received and accepted in proper form by the Transfer Agent. Generally, these orders will be priced at the last NAV per share determined on that day. For shareholders that place trades directly with the Fund’s Transfer Agent, proper form generally means that specific trade details and customer identifying information must be received by the Transfer Agent at the time an order is submitted. Intermediaries of the Fund may have different requirements regarding what constitutes proper form for trade instructions. Please contact your Intermediary for more information.

To place an order for Fund shares, Intermediaries should either:

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It is strongly recommended that payment for all Shares be effected by wiring federal funds.

Who May Purchase Shares Of The Retail Funds?

Investments in the Retail Funds are limited to accounts beneficially owned by natural persons. Natural persons are permitted to invest in the Retail Funds through certain tax-advantaged savings accounts, trusts and other retirement and investment accounts, including, for example:

In order to make an initial investment in a Retail Fund, you must furnish to the Transfer Agent or your Intermediary an account application that provides certain information (e.g., Social Security Number or government-issued identification, such as a driver’s license or passport) that confirms your eligibility to invest in the Fund. Accounts that are not beneficially owned by natural persons (for example, accounts not associated with a Social Security Number), such as those opened by businesses, including small businesses, defined benefit plans and endowments, are not eligible to invest in the Retail Funds. Accounts that are not eligible to invest in the Retail Funds will be involuntarily redeemed from the Funds.

Intermediaries are required to adopt and implement policies, procedures and internal controls reasonably designed to limit all beneficial owners of a Retail Fund to natural persons and, upon request, provide the Fund with satisfactory evidence that such policies, procedures and internal controls are in place. In addition, Intermediaries are required to involuntarily redeem their customers that do not satisfy the eligibility requirements, as set forth above.

What Should I Know When I Purchase Shares Through An Intermediary?

If shares of the Fund are held in an account maintained and serviced by your Intermediary, all recordkeeping, transaction processing and payments of distributions relating to your account will be performed by your Intermediary, and not by the Fund and its Transfer Agent. Since the Fund will have no record of your transactions, you should contact your Intermediary to purchase, redeem or exchange shares, to make changes in

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or give instructions concerning your account or to obtain information about your account. The transfer of shares from an account with one Intermediary to an account with another Intermediary involves special procedures and may require you to obtain historical purchase information about the shares in the account from Intermediary. If your Intermediary’s relationship with Goldman Sachs is terminated, and you do not transfer your account to another Intermediary, the Trust reserves the right to redeem your shares. The Trust will not be responsible for any loss in an investor’s account or tax liability resulting from a redemption.

Intermediaries that invest in shares on behalf of their customers may charge brokerage commissions or other fees directly to their customer accounts in connection with their investments. You should contact your Intermediary for information regarding such charges, as these fees, if any, may affect the return such customers realize with respect to their investments. These Intermediaries may receive payments from the Funds or Goldman Sachs for the services provided by them with respect to the Shares. These payments may be in addition to other payments borne by the Funds.

Intermediaries may provide the following services in connection with their customers’ investments in Administration Shares:

Pursuant to an administration plan adopted by the Board of Trustees of the Trust, Intermediaries are entitled to receive payments for their services from the Trust. These payments are equal to 0.25% (annualized) of the average daily net assets of the Administration Shares that are attributable to or held in the name of an Intermediary for its customers. Goldman Sachs may voluntarily agree to waive all or a portion of a Fund’s administration fees. These temporary waivers may be modified or terminated at any time at the option of Goldman Sachs, without shareholder approval.

The Investment Adviser, Distributor and/or their affiliates may make payments or provide services to Intermediaries to promote the sale, distribution and/or servicing of shares of the Funds and other Goldman Sachs Funds. These payments are made out of the Investment Adviser’s, Distributor’s and/or their affiliates’ own assets, and are not an additional charge to the Fund. The payments are in addition to any applicable service fees or administration fees described in the Prospectus. Such payments are intended to compensate Intermediaries for, among other things: marketing shares of the Funds and other Goldman Sachs Funds, which may consist of payments relating to the Funds’ inclusion on preferred or recommended fund lists or in certain sales programs sponsored by the Intermediaries; access to an Intermediary’s registered representatives or salespersons, including at conferences and other meetings; assistance in training and education of personnel; marketing support; the provision of analytical or other data to the Investment Adviser or its affiliates relating to sales of shares of the Fund and other Goldman Sachs Funds; the support or purchase of technology platforms/software; and/or other specified services intended to assist in the distribution and marketing of the Funds and other Goldman Sachs Funds, including provision of consultative services to the Investment Adviser or its affiliates relating to marketing and/or sale of shares of the Fund and other Goldman Sachs Funds. These payments may also, to the extent permitted by applicable regulations, sponsor various trainings and educational programs. The payments by the Investment Adviser, Distributor and/or their affiliates, which are in addition to the fees paid for these services by the Funds, may also compensate Intermediaries for sub-accounting, sub-transfer agency, administrative and/or shareholder processing services. These additional payments may exceed amounts earned on these assets by the Investment Adviser, Distributor and/or their affiliates for the performance of these or similar services. The amount of these additional payments is normally not expected to exceed 0.50% (annualized) of the amount sold

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or invested through the Intermediaries. In addition, certain Intermediaries may have access to certain services from the Investment Adviser, Distributor and/or their affiliates, including research reports, economic analysis, and portfolio analysis, portfolio construction and similar tools and software. In certain cases, Intermediaries may not pay for these products or services or may only pay for a portion of the total cost of these products or services. Please refer to the “Payments to Others (Including Intermediaries)” section of the SAI for more information about these payments and services.

The payments made by the Investment Adviser, Distributor and/or their affiliates and the services provided by an Intermediary may differ for different Intermediaries. The presence of these payments, receipt of these services and the basis on which an Intermediary compensates its registered representatives or salespersons may create an incentive for a particular Intermediary, registered representative or salesperson to highlight, feature or recommend Funds based, at least in part, on the level of compensation paid. You should contact your Intermediary for more information about the payments it receives and any potential conflicts of interest.

You may be required to pay a commission directly to a broker or financial intermediary for effecting transactions in Institutional or Class I Shares. In addition to Administration Shares, Institutional Shares and Class I Shares, each Fund also offers other classes of shares to investors. These other share classes are subject to different fees and expenses (which affect performance) and are entitled to different services than Administration Shares, Institutional Shares and Class I Shares. Information regarding these other share classes is included in the Prospectus for the applicable share class and may be obtained from your Intermediary or from Goldman Sachs by calling the number on the back cover of the Prospectus.

What Is My Minimum Investment In The Funds?