EXHIBIT 5(m)
XXXXXXX XXXXX TRUST
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
February 1, 1993
Xxxxxxx Sachs Asset Management,
a separate operating division of Xxxxxxx, Xxxxx & Co.
00 Xxx Xxxx
Xxx Xxxx, XX 00000
ADMINISTRATION AGREEMENT
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GS GOVERNMENT INCOME FUND
Dear Sirs:
Xxxxxxx Sachs Trust (the "Trust") has been organized as a Massachusetts business
trust under the laws of the Commonwealth of Massachusetts to engage in the
business of an investment company. The shares of beneficial interest of the
Trust ("Shares") are divided into multiple series ("Series"), including the GS
Government Income Fund (the "Fund"), as established pursuant to a written
instrument executed by the Trustees of the Trust. Each Series will represent the
interests in a separate portfolio of securities and other assets. Series may be
terminated, and additional Series established, from time to time by action of
the Board of Trustees. The Trust on behalf of the Fund has selected you to act
as the administrator of the Fund and to provide certain services, as more fully
set forth below, and you are willing to act as such administrator and to perform
such services under the terms and conditions hereinafter set forth. Accordingly,
the Trust agrees with you as follows:
1. ADMINISTRATIVE SERVICES
(a) Subject to the general supervision of the Board of Trustees of the Trust,
you will provide certain administrative services to the Fund. You will, to
the extent such services are not required to be performed by others
pursuant to the custodian agreement (or the transfer agency agreement to
the extent that a person other than you is serving thereunder as the
Trust's transfer agent), (i) provide supervision of all aspects of the
Trust's operations not referred to in paragraph 3(a) of the current
Investment Advisory Agreement between the Trust and you; (ii) provide the
Trust with personnel to perform such executive, administrative and clerical
services as are reasonably necessary to provide effective administration of
the Trust; (iii) arrange for, at the Trust's expense, (a) the preparation
for the Trust of all required tax returns, (b) the preparation and
submission of reports to existing shareholders and (c) the periodic
updating of the Fund's prospectus and statement of additional information
and the preparation of reports filed with the Securities and Exchange
Commission and other regulatory authorities; (iv) maintain all of the
Trust's records; and (v) provide the Trust with adequate office space and
all necessary office equipment and services including telephone service,
heat, utilities, stationery supplies and similar items.
(b) You will also provide to the Trust's Board of Trustees such periodic and
special reports as the Board may reasonably request. You shall for all
purposes herein be deemed to be an independent contractor and shall, except
as otherwise expressly provided or authorized, have
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no authority to act for or represent the Trust in any way or otherwise be
deemed an agent of the Trust.
(c) You will notify the Trust of any change in your membership within a
reasonable time after such change.
(d) Your services hereunder are not deemed exclusive and you shall be free to
render similar services to others so long as your services under this
Agreement are not impaired thereby.
2. ALLOCATION OF CHARGES AND EXPENSES
You will pay all costs incurred by you in connection with the performance of
your duties under paragraph 1. You will pay the compensation and expenses of all
personnel of yours and will make available, without expense to the Trust, the
services of such of your partners, officers and employees as may duly be elected
officers or Trustees of the Trust subject to their individual consent to serve
and to any limitations imposed by law. You will not be required to pay any
expenses of the Trust other than those specifically allocated to you in this
paragraph 2. In particular, but without limiting the generality of the
foregoing, you will not be required to pay: (i) fees and expenses of any
investment adviser of the Trust; (ii) organization expenses of the Trust; (iii)
fees and expenses incurred by the Trust in connection with membership in
investment company organizations; (iv) brokers' commissions; (v) payment for
portfolio pricing services to a pricing agent, if any; (vi) legal, auditing or
accounting expenses (including an allocable portion of the cost of your
employees rendering legal and accounting services to the Trust); (vii) taxes or
governmental fees; (viii) the fees and expenses of the transfer agent of the
Trust; (ix) the cost of preparing stock certificates or any other expenses,
including clerical expenses of issue, redemption or repurchase of Shares of the
Trust; (x) the expenses of and fees for registering or qualifying Shares for
sale and of maintaining the registration of the Trust and registering the Trust
as a broker or a dealer; (xi) the fees and expenses of Trustees of the Trust who
are not affiliated with you; (xii) the cost of preparing and distributing
reports and notices to shareholders, the Securities and Exchange Commission and
other regulatory authorities; (xiii) the fees or disbursements of custodians of
the Trust's assets, including expenses incurred in the performance of any
obligations enumerated by the Agreement and Declaration of Trust or By-Laws of
the Trust insofar as they govern agreements with any such custodian; or (xiv)
litigation and indemnification expenses and other extraordinary expenses not
incurred in the ordinary course of the Trust's business. You shall not be
required to pay expenses of activities which are primarily intended to result in
sales of Shares of the Fund.
3. COMPENSATION OF THE ADMINISTRATOR
(a) For all services to be rendered and payments made as provide in paragraphs
1 and 2 hereof, the Trust on behalf of the Fund will pay you on the last
day of each month a fee at an annual rate equal to .15% per annum of the
average daily net assets of the Fund. The "average daily net assets" of the
Fund shall be determined on the basis set forth in the Fund's prospectus or
otherwise consistent with the Investment Company Act of 1940, as amended
(the "1940 Act") and the regulations promulgated thereunder.
(b) If, in any fiscal year, the sum of the Fund's expenses (including the fee
payable pursuant to this paragraph 3, but excluding taxes, interest,
brokerage commissions relating to the purchase or sale of portfolio
securities, distribution expenses and extraordinary expenses such as for
litigation) exceeds the expense limitations, if any, applicable to the Fund
imposed by state securities administrators, as such limitations may be
modified from time to time, you shall reimburse the Fund in the amount of
15/65ths of such excess to the extent required by such expense limitations,
provided that the amount of such reimbursement shall not exceed the amount
of your fee during such fiscal year.
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(c) In addition to the foregoing, you may from time to time agree not to impose
all or a portion of your fee otherwise payable hereunder (in advance of the
time such fee or portion thereof would otherwise accrue) and/or undertake
to pay or reimburse the Fund for all or a portion of its expenses not
otherwise required to be borne or reimbursed by you. Any such fee reduction
or undertaking may be discontinued or modified by you at any time.
4. LIMITATION OF LIABILITY OF ADMINISTRATOR
You shall not be liable for any error of judgment or mistake of law or for any
loss suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on your part in the performance of your duties or from reckless
disregard by you of your obligations and duties under this Agreement. Any
person, even though also employed by you, who may be or become an employee of
and paid by the Trust or the Fund shall be deemed, when acting within the scope
of his employment by the Trust, to be acting in such employment solely for the
Trust and not as your employee or agent.
5. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall remain in force until June 30, 1994 and shall continue for
periods of one year thereafter, but only so long as such continuance is
specifically approved at least annually by the vote of a majority of the Board
of Trustees. The Agreement may, on 60 days' written notice to the other party,
be terminated at any time without the payment of any penalty by the Trust or by
you.
6. AMENDMENT OF THIS AGREEMENT
No provisions of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought.
7. GOVERNING LAW
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
8. MISCELLANEOUS
The captions in this Agreement are included for convenience of reference only
and in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
The name Xxxxxxx Xxxxx Trust is the designation of the Trustees for the time
being under an Amended and Restated Declaration of Trust dated December 5, 1991,
as amended from time to time, and all persons dealing with the Trust or the Fund
must look solely to the property of the Trust or the Fund for the enforcement of
any claims against the Trust and neither the Trustees, officers, agents nor
shareholders assume any personal liability for obligations entered into on
behalf of the Trust. The Fund shall not be liable for any claims against any
other series of the Trust.
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If you are in agreement with the foregoing, please sign the form of acceptance
on the accompanying counterpart of this letter and return such counterpart to
the Trust, whereupon this letter shall become a binding contract.
Yours very truly,
XXXXXXX SACHS TRUST
ON BEHALF OF GS GOVERNMENT INCOME FUND
Attest: Xxxxxxx X. Xxxxxxx By: Xxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxx
Secretary of the Trust Vice President of the Trust
The foregoing Agreement is hereby accepted as of the date thereof.
XXXXXXX XXXXX ASSET MANAGEMENT
A SEPARATE OPERATING DIVISION OF XXXXXXX, SACHS & CO.
Attest: Xxxxxxx X. Xxxxxxx By: Xxxx X. Xxxxx
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Xxxxxxx X. Xxxxxxx Xxxx X. Xxxxx
Counsel to the Funds Group Partner
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