Goldman Sachs Trust II Sample Contracts

SUB-ADVISORY AGREEMENT BETWEEN GOLDMAN SACHS ASSET MANAGEMENT, L.P. and [SUB- ADVISER] GOLDMAN SACHS TRUST II
Sub-Advisory Agreement • February 27th, 2024 • Goldman Sachs Trust II • New York

THIS SUB-ADVISORY AGREEMENT (“Agreement”) is made as of [ ] (the “Effective Date”) by and between GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“Investment Manager”) and [SUB-ADVISER] (“Sub-Adviser”).

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MANAGEMENT AGREEMENT
Management Agreement • May 1st, 2013 • Goldman Sachs Trust II • New York

Goldman Sachs Trust II (the “Registrant”) is organized as a statutory trust under the laws of the State of Delaware to engage in the business of an investment company. The shares of the Registrant (“Shares”) may be divided into multiple series (“Series”), including the Series listed on Annex A (including any Series added to Annex A in the future, each a “Fund”). Each Series will represent the interests in a separate portfolio of securities and other assets. Each Series may be terminated, and additional Series established, from time to time by action of the Trustees of the Registrant (the “Trustees”). The Registrant on behalf of each Fund has selected one or more of you, as set forth on Annex A, to act as the investment adviser of each Fund and to provide certain services, as more fully set forth below, and you are willing to act as such investment adviser and to perform such services under the terms and conditions set forth in this Management Agreement (this “Agreement”). The provision

GOLDMAN SACHS TRUST II TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 19th, 2013 • Goldman Sachs Trust II • New York

THIS AGREEMENT is made as of the 16th day of April, 2013 by and between Goldman Sachs Trust II (the “Trust”), a Delaware statutory trust, and Goldman, Sachs & Co. (“Goldman Sachs”), a New York limited partnership.

ADMINISTRATION AGREEMENT
Administration Agreement • April 19th, 2013 • Goldman Sachs Trust II • Massachusetts

This Administration Agreement (“Agreement”) dated and effective as of April 16, 2013, is between Goldman Sachs Trust II (the “Trust”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

November 15, 2017 Goldman Sachs Trust II
Goldman Sachs Trust II • May 23rd, 2019
Goldman Sachs Asset Management, L.P. | 200 West Street | New York, NY 10282-2198
Goldman Sachs Trust II • February 28th, 2017

Reference is hereby made to the Custodian Contract dated as of July 15, 1991 by and among Goldman Sachs Trust, Goldman Sachs Trust II, Goldman Sachs MLP Income Opportunities Fund, Goldman Sachs MLP and Energy Renaissance Fund, Cayman Commodity-FIMS, Ltd., Cayman Commodity-TTIF, Ltd., Cayman Commodity-MMRA, Ltd., Cayman Commodity-ARM, Ltd., Cayman Commodity-MMA, Ltd., Cayman Commodity-MMA II, Ltd., and Cayman Commodity-MMA III, Ltd. (collectively, the “GS Parties”) and State Street Bank and Trust Company (“State Street”), as amended, modified and supplemented from time to time (the “Custodian Contract”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodian Contract.

Goldman Sachs Trust II
Goldman Sachs Trust II • June 15th, 2015
March 23, 2016 Goldman Sachs Trust II
Goldman Sachs Trust II • June 23rd, 2016
Goldman Letterhead]
Goldman Sachs Trust II • November 18th, 2016

Reference is hereby made to the Custodian Contract dated as of July 15, 1991 by and among Goldman Sachs Trust, Goldman Sachs Trust II, Goldman Sachs MLP Income Opportunities Fund, Goldman Sachs MLP and Energy Renaissance Fund, Cayman Commodity-FIMS, Ltd., Cayman Commodity-TTIF, Ltd., Cayman Commodity-MMRA, Ltd., Cayman Commodity-ARM, Ltd., and Cayman Commodity-MMA, Ltd. (collectively, the “GS Parties”) and State Street Bank and Trust Company (“State Street”), as amended, modified and supplemented from time to time (the “Custodian Contract”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodian Contract.

Contract
Goldman Sachs Trust II • December 18th, 2017
AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • October 24th, 2018 • Goldman Sachs Trust II

This Amendment to the Administration Agreement is dated as of April 6, 2018 and effective as of April 6, 2018, by and between Goldman Sachs Trust II (the “Trust”), Cayman Commodity-MMA, Ltd., Cayman Commodity-MMA II, Ltd., Cayman Commodity-MMA III, Ltd., Cayman Commodity-MMA IV, Ltd. and Cayman Commodity-MMA V, Ltd. (collectively, the “GS Parties”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • December 18th, 2017 • Goldman Sachs Trust II

This Amendment to the Administration Agreement dated and effective as of August 19, 2016, by and between Goldman Sachs Trust II (the “Trust”), Cayman Commodity-MMRA, Ltd., Cayman Commodity-MMA, Ltd., and Cayman Commodity-MMA II, Ltd. (the “MMA II Cayman Fund”) (collectively, the “GS Parties”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

Goldman Letterhead]
Goldman Sachs Trust II • April 19th, 2013
GOLDMAN SACHS TRUST II Distribution Agreement
Distribution Agreement • April 19th, 2013 • Goldman Sachs Trust II • New York

This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, Goldman Sachs Trust II (the “Trust”), an open-end management investment company organized as a statutory trust under the laws of the State of Delaware, and consisting of one or more separate series, has appointed you, the “Distributor,” and that you shall be the exclusive distributor in connection with the offering and sale of the shares of beneficial interest, par value $0.001 per share (the “Shares”), corresponding to each of the series of the Trust listed in Exhibit A, as the same may be supplemented from time to time (each such series, a “Fund”) Each Fund may offer one or more classes of its shares (each a “Class”) which Classes shall have such relative rights and conditions and shall be sold in the manner set forth from time to time in the Trust’s Registration Statement, as defined below. The organization, administration and policies of each Fund are described in its respective Pros

Re: Waiver of Portion of Management Fees in Connection with Investments in Goldman Sachs Cayman Commodity–MMA Fund 1 Ltd.
Goldman Sachs Trust II • April 30th, 2014

Reference is made to the Management Agreement by and among Goldman Sachs Asset Management, L.P. (“GSAM”), Goldman Sachs Asset Management International and Goldman Sachs Trust II, a statutory trust organized under the laws of Delaware (the “Trust”), dated April 16, 2013 (as further amended, restated or otherwise modified from time to time, the “Management Agreement”).

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • November 18th, 2016 • Goldman Sachs Trust II

This Amendment to the Administration Agreement dated and effective as of May 31, 2016, by and between Goldman Sachs Trust II (the “Trust”), Cayman Commodity-MMRA, Ltd., Cayman Commodity-MMA, Ltd., and Cayman Commodity-MMA II, Ltd. (the “MMA II Cayman Fund”) (collectively, the “GS Parties”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • November 25th, 2015 • Goldman Sachs Trust II

This Amendment to the Administration Agreement dated and effective as of September 8, 2015, by and between Goldman Sachs Trust II (the “Trust”), Cayman Commodity-MMRA, Ltd., and Cayman Commodity-MMA, Ltd., (the “MMA Cayman Fund”) (collectively, the “GS Parties”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

October 29, 2015 Goldman Sachs Trust II
Goldman Sachs Trust II • November 25th, 2015
GOLDMAN SACHS TRUST II TRANSFER AGENCY AGREEMENT FEE SCHEDULE April 16, 2013
Transfer Agency Agreement • April 19th, 2013 • Goldman Sachs Trust II

Pursuant to paragraph 6.01 of the Transfer Agency Agreement (the “Agreement”) between Goldman, Sachs & Co. (“Goldman Sachs”) and Goldman Sachs Trust II (the “Trust”), for the services provided and expenses assumed by Goldman Sachs, the Trust shall pay to Goldman Sachs as full compensation therefore a fee payable monthly at the following respective annual rates as a percentage of the average daily net asset value of each share class (as applicable) of each series of the Trust (each, a “Fund”):

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • February 27th, 2015 • Goldman Sachs Trust II

This Amendment to the Administration Agreement dated and effective as of January 21, 2015, by and between Goldman Sachs Trust II (the “Trust”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

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AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • February 28th, 2017 • Goldman Sachs Trust II

This Amendment to the Administration Agreement dated and effective as of November 30, 2016, by and between Goldman Sachs Trust II (the “Trust”), Cayman Commodity-MMRA, Ltd., Cayman Commodity-MMA, Ltd., Cayman Commodity-MMA II, Ltd., and Cayman Commodity-MMA III, Ltd. (collectively, the “GS Parties”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

Contract
Goldman Sachs Trust II • November 25th, 2015
Sub-Item 77Q1(e): Copies of Any New or Amended Investment Advisory Contracts The Management Agreement dated April 16, 2013 between Registrant, Goldman Sachs Asset Management, L.P. and Goldman Sachs Asset Management International is incorporated herein...
Goldman Sachs Trust II • August 29th, 2013

Sub-Item 77Q1(e): Copies of Any New or Amended Investment Advisory Contracts The Management Agreement dated April 16, 2013 between Registrant, Goldman Sachs Asset Management, L.P. and Goldman Sachs Asset Management International is incorporated herein by reference to Exhibit (d)(1) to Post-Effective Amendment 1 to the Registrants Registration Statement on Form N-1A filed with the Securities and Exchange Commission on April 30, 2013 (Accession No. 0001193125 13 188622).

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • November 25th, 2015 • Goldman Sachs Trust II

This Amendment to the Administration Agreement dated and effective as of June 18, 2015, by and between Goldman Sachs Trust II (the “Trust”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

Contract
Goldman Sachs Trust II • October 24th, 2018
AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • March 31st, 2016 • Goldman Sachs Trust II

This Amendment to the Administration Agreement dated and effective as of March 31, 2016, by and between Goldman Sachs Trust II (“GST II”), Cayman Commodity-MMRA, Ltd., and Cayman Commodity-MMA, Ltd., (collectively, the “Trusts”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • November 25th, 2015 • Goldman Sachs Trust II

This Amendment to the Administration Agreement dated and effective as of June 18, 2015, by and between Goldman Sachs Trust II (the “Trust”), Cayman Commodity-MMRA, Ltd. (the “Cayman Fund”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

Contract
Goldman Sachs Trust II • March 31st, 2016
September 2, 2015 Goldman Sachs Trust II
Goldman Sachs Trust II • November 25th, 2015
Contract
Goldman Sachs Trust II • November 25th, 2015

Reference is hereby made to the Custodian Contract dated as of July 15, 1991 by and among Goldman Sachs Trust, Goldman Sachs Trust II, Goldman Sachs MLP Income Opportunities Fund, Goldman Sachs MLP and Energy Renaissance Fund, Cayman Commodity-FIMS, Ltd. (f/k/a the Goldman Sachs Cayman Commodity-FIMS Fund Ltd.), Cayman Commodity-TTIF, Ltd. (f/k/a the Goldman Sachs Cayman Commodity TTIF Fund Ltd.), Cayman Commodity-MMRA, Ltd., and Cayman Commodity-GARF, Ltd. (collectively, the “GS Parties”) and State Street Bank and Trust Company (“State Street”), as amended, modified and supplemented from time to time (the “Custodian Contract”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodian Contract.

Contract
Goldman Sachs Trust II • November 25th, 2015
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