Goldman Sachs ETF Trust

10/27/2021 | Press release | Distributed by Public on 10/27/2021 13:09

Post-Effective Amendment to Post-Effective Amendment by Investment Company (Form 485BXT)

Goldman Sachs ETF Trust

As filed with the Securities and Exchange Commission on October 27, 2021

1933 Act Registration No. 333-200933

1940 Act Registration No. 811-23013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 398

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 401

(Check appropriate box or boxes)

GOLDMAN SACHS ETF TRUST

(Exact Name of Registrant as Specified in Charter)

200 West Street

New York, New York 10282

(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (212) 902-1000

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:

STEPHEN H. BIER, ESQ.

ALLISON M. FUMAI, ESQ.

Dechert LLP

1095 Avenue of the Americas

New York, New York 10036

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

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

immediately upon filing pursuant to paragraph (b)

on November 2, 2021 pursuant to paragraph (b)

60 days after filing pursuant to paragraph (a)(1)

on (date) pursuant to paragraph (a)(1)

75 days after filing pursuant to paragraph (a)(2)

on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Title of Securities Being Registered:

Shares of the Goldman Sachs Future Health Care Equity ETF

Explanatory Note

Post-Effective Amendment No. 327 (the "Amendment") to the Registration Statement of Goldman Sachs ETF Trust was filed pursuant to Rule 485(a) under the Securities Act of 1933 on April 8, 2021 to register shares of Goldman Sachs Future Health Care Equity ETF. Pursuant to Rule 485(a), the Amendment would have become effective on June 22, 2021. Post-Effective Amendment No. 355 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating June 29, 2021 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 359 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating July 7, 2021 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 362 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating July 14, 2021 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 364 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating July 21, 2021 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 367 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating July 28, 2021 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 371 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating August 4, 2021 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 374 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating August 11, 2021 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 376 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating August 18, 2021 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 380 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating August 25, 2021 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 382 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating September 15, 2021 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 387 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating October 14, 2021 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 394 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating October 28, 2021 as the date upon which the Amendment would have become effective. This Post-Effective Amendment No. 398 is being filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating November 2, 2021 as the new date upon which the Amendment shall become effective. This Post-Effective Amendment No. 398 incorporates by reference the information contained in Parts A and B of the Amendment. Part C is filed herewith.

PART C: OTHER INFORMATION

Item 28. Exhibits

(a) (1)

Certificate of Trust of the Registrant dated December 16, 2009 (incorporated by reference from Pre-Effective Amendment No. 1 to the Trust's registration statement, SEC File No. 333-200933, filed May 4, 2015)

(2)

Amended and Restated Declaration of Trust dated April 16, 2015 (incorporated by reference from Pre-Effective Amendment No. 1 to the Trust's registration statement, SEC File No. 333-200933, filed May 4, 2015)

(3)

Form of Amended Schedule A dated September 14, 2021 to the Amended and Restated Declaration of Trust dated April 16, 2015 (incorporated by reference from Post-Effective Amendment No. 389 to the Trust's registration statement, SEC File No. 333-200933, filed September 17, 2021)

(b)

Amended and Restated By-laws dated July 22, 2021 (incorporated by reference from Post-Effective Amendment No. 369 to the Trust's registration statement, SEC File No. 333-200933, filed July 26, 2021)

(c)

Not applicable.

(d) (1)

Management Agreement between Registrant and Goldman Sachs Asset Management, L.P. (with respect to ActiveBeta® Emerging Markets Equity ETF) (incorporated by reference from Pre- Effective Amendment No. 3 to the Trust's registration statement, SEC File No. 333-200933, filed September 11, 2015)

(2)

Form of Management Agreement between Registrant and Goldman Sachs Asset Management, L.P. (with respect to ActiveBeta® Europe Equity ETF, ActiveBeta®International Equity ETF, ActiveBeta® Japan Equity ETF, ActiveBeta® U.S. Large Cap Equity ETF and ActiveBeta® U.S. Small Cap Equity ETF) (incorporated by reference from Post-Effective Amendment No. 10 to the Trust's registration statement, SEC File No. 333-200933, filed May 25, 2016)

(3)

Form of Amended Annex A to the Management Agreement between Registrant and Goldman Sachs Asset Management, L.P. (with respect to all series of Registrant except ActiveBeta® Emerging Markets Equity ETF) (incorporated by reference from Post-Effective Amendment No. 356 to the Trust's registration statement, SEC File No. 333-200933, filed June 22, 2021)

(e) (1)

Distribution Agreement dated March 26, 2015 between Registrant and ALPS Distributors, Inc. (incorporated by reference from Post-Effective Amendment No. 2 to the Trust's registration statement, SEC File No. 333-200933, filed August 7, 2015)

(2)

Distribution Agreement dated April 16, 2018 between Registrant and ALPS Distributors, Inc. (incorporated by reference from Post-Effective Amendment No. 126 to the Trust's registration statement, SEC File No. 333-200933, filed August 27, 2018)

(3)

Form of Amendment to Distribution Agreement between Registrant and ALPS Distributors, Inc. (incorporated by reference from Post-Effective Amendment No. 126 to the Trust's registration statement, SEC File No. 333-200933, filed August 27, 2018)

(f)

Not applicable.

(g) (1)

Custody Agreement dated April 5, 2011 between Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 279 to Goldman Sachs Trust's registration statement, SEC File No. 33-17619, filed April 28, 2011)

(2)

Letter Amendment to the Custodian Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Pre-EffectiveAmendment No. 2 to the Trust's registration statement, SEC File No. 333-200933, filed August 7, 2015)

(3)

Letter Amendment dated October 20, 2015 to the Custodian Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 518 to Goldman Sachs Trust's registration statement, SEC File No. 33-17619, filed January 15, 2016)

(4)

Amendment dated January 6, 2016 to the Custodian Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 523 to Goldman Sachs Trust's registration statement, SEC File No. 33-17619, filed January 29, 2016)

(5)

Amendment dated March 1, 2016 to the Custodian Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (Goldman Sachs Financial Square Tax-Exempt Money Market Fund and Goldman Sachs Investor Tax-Exempt Money Market Fund) (incorporated by reference from Post-Effective Amendment No. 559 to Goldman Sachs Trust's registration statement, SEC File No. 33-17619, filed May 20, 2016)

(6)

Amendment dated June 13, 2016 to the Custodian Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (Goldman Sachs Hedge Industry VIP ETF) (incorporated by reference from Post-Effective Amendment No. 93 to the Trust's registration statement, SEC File No. 333-200933, filed December 22, 2017)

(7)

Amendment dated August 29, 2016 to the Custodian Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (Goldman Sachs TreasuryAccess 0-1 Year ETF) (incorporated by reference from Post-Effective Amendment No. 93 to the Trust's registration statement, SEC File No. 333-200933, filed December 22, 2017)

(8)

Amendment dated April 5, 2017 to the Custodian Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (Goldman Sachs Access Emerging Markets Local Currency Bond ETF, Goldman Sachs Access High Yield Corporate Bond ETF and Goldman Sachs Access Investment Grade Corporate Bond ETF) (incorporated by reference from Post-Effective Amendment No. 93 to the Trust's registration statement, SEC File No. 333-200933, filed December 22, 2017)

(9)

Amendment dated May 10, 2017 to the Custodian Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (Goldman Sachs Equal Weight U.S. Large Cap Equity ETF) (incorporated by reference from Post-Effective Amendment No. 93 to the Trust's registration statement, SEC File No. 333-200933, filed December 22, 2017)

(10)

Amendment dated December 10, 2018 to the Custody Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 202 to the Trust's registration statement, SEC File No. 333-200933, filed May 10, 2019)

(11)

Amendment dated July 12, 2019 to the Custody Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (certain equity funds) (incorporated by reference from Post-Effective Amendment No. 778 to the Goldman Sachs Trust's registration statement, SEC File No. 33-17619, filed December 20, 2019)

(12)

Amendment dated December 13, 2019 to the Custody Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 281 to the Trust's registration statement, SEC File No. 333-200933, filed July 6, 2020)

(h) (1)

Transfer Agency and Service Agreement between Registrant and The Bank of New York Mellon (incorporated by reference from Pre-Effective Amendment No. 3 to the Trust's registration statement, SEC File No. 333-200933, filed September 11, 2015)

(2)

Amendment dated December 10, 2018 to the Transfer Agency and Service Agreement between Registrant and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 202 to the Trust's registration statement, SEC File No. 333-200933, filed May 10, 2019)

(3)

Amendment dated December 13, 2019 to the Transfer Agency and Service Agreement between Registrant and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 281 to the Trust's registration statement, SEC File No. 333-200933, filed July 6, 2020)

(4)

Form of Authorized Participant Agreement (incorporated by reference from Pre-Effective Amendment No. 2 to the Trust's registration statement, SEC File No. 333-200933, filed August 7, 2015)

(5)

Fund Administration and Accounting Agreement dated April 5, 2011 between Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 279 to the Goldman Sachs Trust's registration statement, SEC File No. 33-17619, filed April 28, 2011)

(6)

Letter Amendment to the Fund Administration and Accounting Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Pre-Effective Amendment No. 2 to the Trust's registration statement, SEC File No. 333-200933, filed August 7, 2015)

(7)

License Agreement between the Trust and Goldman Sachs Asset Management, L.P. (incorporated by reference from Pre-Effective Amendment No. 3 to the Trust's registration statement, SEC File No. 333-200933, filed September 11, 2015)

(8)

Letter Amendment dated October 20, 2015 to the Fund Administration and Accounting Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 3 to the Trust's registration statement, SEC File No. 333-200933, filed February 8, 2016)

(9)

Amendment dated January 6, 2016 to the Fund Administration and Accounting Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 523 to Goldman Sachs Trust's registration statement, SEC File No. 33-17619, filed January 29, 2016)

(10)

Amendment dated March 1, 2016 to the Fund Administration and Accounting Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (Goldman Sachs Financial Square Tax-Exempt Money Market Fund and Goldman Sachs Investor Tax-Exempt Money Market Fund) (incorporated by reference from Post-Effective Amendment No. 559 to Goldman Sachs Trust's registration statement, SEC File No. 33-17619, filed May 20, 2016)

(11)

Amendment dated December 10, 2018 to the Fund Administration and Accounting Agreement dated April 5, 2011 between Registrant, Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 202 to the Trust's registration statement, SEC File No. 333-200933, filed May 10, 2019)

(12)

Amendment dated July 12, 2019 to the Fund Administration and Accounting Agreement dated April 5, 2011 between Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust, Registrant and The Bank of New York Mellon (certain equity funds) (incorporated by reference from Post-Effective Amendment No. 778 to the Goldman Sachs Trust's registration statement, SEC File No. 33-17619, filed December 20, 2019)

(13)

Amendment dated December 13, 2019 to the Fund Administration and Accounting Agreement dated April 28, 2016 between Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust, Registrant and The Bank of New York Mellon (incorporated by reference from Post-Effective Amendment No. 281 to the Trust's registration statement, SEC File No. 333-200933, filed July 6, 2020)

(14)

Expense Limitation Agreement between Registrant and Goldman Sachs Asset Management, L.P. relating to Goldman Sachs ActiveBeta® Emerging Markets Equity ETF (incorporated by reference from Post-Effective Amendment No. 72 to the Trust's registration statement, SEC File No. 333-200933, filed July 6, 2017)

(i)

Opinion and Consent of Dechert LLP (to be filed by amendment)

(j)

Not applicable.

(k)

Not applicable.

(l)

Subscription Letter related to Initial Capital provided by The Goldman Sachs Group, Inc. (incorporated by reference from Pre-Effective Amendment No. 2 to the Trust's registration statement, SEC File No. 333-200933, filed August 7, 2015)

(m)

Distribution and Service Plan (incorporated by reference from Pre-Effective Amendment No. 3 to the Trust's registration statement, SEC File No. 333-200933, filed September 11, 2015)

(n)

Not applicable.

(p) (1)

Code of Ethics - Goldman Sachs ETF Trust (incorporated by reference from Post-Effective Amendment No. 310 to the Trust's registration statement, SEC File No. 333-200933, filed December 28, 2020)

(2)

Code of Ethics - Goldman Sachs Asset Management, L.P. (incorporated by reference from Post- Effective Amendment No. 227 to the Trust's registration statement, SEC File No. 333-200933, filed December 23, 2019)

(3)

Code of Ethics - ALPS Distributors, Inc. (incorporated by reference from Pre-Effective Amendment No. 3 to the Trust's registration statement, SEC File No. 333-200933,filed September 11, 2015)

(q) (1)

Powers of Attorney for James A. McNamara, Joseph F. DiMaria, Caroline Dorsa, Linda A. Lang, Michael Latham and Lawrence W. Stranghoener (incorporated by reference from Post-Effective Amendment No. 214 to the Trust's registration statement, SEC File No. 333-200933, filed September 25, 2019)

Item 29. Persons Controlled by or Under Common Control with the Fund

Not applicable.

Item 30. Indemnification

Article VII, Section 7.5 of the Amended and Restated Declaration of Trust of the Registrant, a Delaware statutory trust, provides for indemnification of the Trustees, officers and employees of the Registrant by the Registrant, subject to certain limitations. The Declaration of Trust is incorporated by reference to Exhibit (a).

Section 6 of the Distribution Agreement between the Registrant and Distributor dated March 26, 2015, provides that the Registrant will indemnify Distributor against certain liabilities, subject to certain conditions. A copy of the Distribution Agreement is incorporated by reference as Exhibit (e), to the Registrant's Registration Statement.

Fund and trustees and officers liability policies purchased by the Registrant, Goldman Sachs MLP and Energy Renaissance Fund, Goldman Sachs Credit Income Fund and Goldman Sachs Real Estate Diversified Income Fund insure such persons and their respective trustees, partners, officers and employees, subject to the policies' coverage limits and exclusions and varying deductibles, against loss resulting from claims by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Item 31. Business and Other Connections of Investment Adviser

Goldman Sachs Asset Management, L.P. ("GSAM") is an indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. and serves as investment adviser to the Registrant. GSAM is engaged in the investment advisory business. GSAM is part of The Goldman Sachs Group, Inc., a public company that is a bank holding company, financial holding company and a world-wide, full-service financial services organization. GSAM Holdings LLC is the general partner and principal owner of GSAM. Information about the officers and partners of GSAM is included in their Form ADV filed with the Commission (registration number 801-37591) and is incorporated herein by reference.

Item 32. Principal Underwriters

(a) ALPS Distributors, Inc. acts as the distributor for the Registrant and the following investment companies: 1WS Credit Income Fund, 1290 Funds, Aberdeen Standard Investments ETFs, ALPS Series Trust, The Arbitrage Funds, AQR Funds, Axonic Alternative Income Fund, Axonic Funds, Barings Funds Trust, BBH Trust, Bluerock Total Income+ Real Estate Fund, Brandes Investment Trust, Bridge Builder Trust, Broadstone Real Estate Access Fund, Brown Advisory Funds, Brown Capital Management Mutual Funds, Cambria ETF Trust, CC Real Estate Income Fund, Centre Funds, CIM Real Assets & Credit Fund, CION Ares Diversified Credit Fund, Columbia ETF

Trust, Columbia ETF Trust I, Columbia ETF Trust II, CRM Mutual Fund Trust, Cullen Funds Trust, DBX ETF Trust, ETF Series Solutions, Flat Rock Opportunity Fund, Financial Investors Trust, Firsthand Funds, FS Credit Income Fund, FS Energy Total Return Fund, FS Series Trust, FS Multi-Alternative Income Fund, Goehring & Rozencwajg Investment Funds, Goldman Sachs ETF Trust, Griffin Institutional Access Credit Fund, Griffin Institutional Access Real Estate Fund, Hartford Funds Exchange-Traded Trust, Hartford Funds NextShares Trust, Heartland Group, Inc., Holland Series Fund, Inc., IndexIQ Active ETF Trust, Index IQ ETF Trust, Infusive US Trust, James Advantage Funds, Janus Detroit Street Trust, Lattice Strategies Trust, Litman Gregory Funds Trust, Longleaf Partners Funds Trust, M3Sixty Funds Trust, Mairs & Power Funds Trust, Meridian Fund, Inc., Natixis ETF Trust, Pax World Series Trust I, Pax World Funds Trust III, PRIMECAP Odyssey Funds, Principal Exchange-Traded Funds, Reality Shares ETF Trust, Resource Credit Income Fund, RiverNorth Funds, Sierra Total Return Fund, SPDR Dow Jones Industrial Average ETF Trust, SPDR S&P 500 ETF Trust, SPDR S&P MidCap 400 ETF Trust, Sprott Funds Trust, Stadion Investment Trust, Stone Harbor Investment Funds, Stone Ridge Trust, Stone Ridge Trust II, Stone Ridge Trust III, Stone Ridge Trust IV, Stone Ridge Trust V, Stone Ridge Trust VI, Stone Ridge Residential Real Estate Income Fund I, Inc., USCF ETF Trust, Wasatch Funds, WesMark Funds, Wilmington Funds, XAI Octagon Credit Trust, X-Square Balanced Fund and YieldStreet Prism Fund.

(b) To the best of Registrant's knowledge, the directors and executive officers of ALPS Distributors, Inc., are as follows:

Name*

Position with Underwriter

Positions with Fund

Bradley J. Swenson President, Chief Operating Officer, Director None
Robert J. Szydlowski Senior Vice President, Chief Technology Officer None
Eric T. Parsons Vice President, Controller and Assistant Treasurer None
Joseph J. Frank** Secretary None
Patrick J. Pedonti** Vice President, Treasurer and Assistant Secretary None
Richard C. Noyes Senior Vice President, General Counsel, Assistant Secretary None
Liza Orr Vice President, Senior Counsel None
Jed Stahl Vice President, Senior Counsel None
James Stegall Vice President None
Gary Ross Senior Vice President None
Kevin Ireland Senior Vice President None
Stephen J. Kyllo Vice President, Chief Compliance Officer None
Hilary Quinn Vice President None
Jennifer Craig Assistant Vice President None
*

Except as otherwise noted, the principal business address for each of the above directors and executive officers is 1290 Broadway, Suite 1000, Denver, Colorado 80203.

**

The principal business address for Messrs. Pedonti and Frank is 333 W. 11th Street, 5th Floor, Kansas City, Missouri 64105.

(c) Not applicable.

Item 33. Location of Accounts and Records

The Amended and Restated Declaration of Trust, Amended and Restated By-laws and minute books of the Registrant and certain investment adviser records will be in the physical possession of GSAM, 200 West Street, New York, New York 10282. All other accounts, books and other documents required to be maintained under Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder will be in the physical possession of The Bank of New York Mellon, 240 Greenwich Street, New York, New York 10286.

Item 34. Management Services

Not applicable.

Item 35. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this Post-Effective Amendment No. 398 under Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 398 to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City and State of New York on the 27th day of October, 2021.

GOLDMAN SACHS ETF TRUST
(A Delaware statutory trust)
By:

/s/ Caroline L. Kraus

Caroline L. Kraus
Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to said Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Name

Title

Date

1James A. McNamara

President (Chief Executive Officer) and Trustee October 27, 2021
James A. McNamara

1Joseph F. DiMaria

Treasurer, Principal Financial Officer and Principal Accounting Officer October 27, 2021
Joseph F. DiMaria

1Linda A. Lang

Trustee October 27, 2021
Linda A. Lang

1Michael Latham

Trustee October 27, 2021
Michael Latham

1Lawrence W. Stranghoener

Chairman and Trustee October 27, 2021
Lawrence W. Stranghoener
By:

/s/ Caroline L. Kraus

Caroline L. Kraus,
Attorney-In-Fact
1

Pursuant to powers of attorney previously filed.

CERTIFICATE

The undersigned Secretary for Goldman Sachs ETF Trust (the "Trust") hereby certifies that the Board of Trustees of the Trust duly adopted the following resolution at a meeting of the Board held on September 14, 2021.

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

Dated: October 27, 2021

/s/ Caroline L. Kraus

Caroline L. Kraus,
Secretary