EXHIBIT 5(d)
▇▇▇▇▇▇▇ ▇▇▇▇▇ EQUITY PORTFOLIO, INC.
▇▇ ▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
April 1, 1992
▇▇▇▇▇▇▇ Sachs Asset Management,
a division of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
ADMINISTRATION AGREEMENT
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GS SELECT EQUITY FUND
Dear Sirs:
▇▇▇▇▇▇▇ Sachs Equity Portfolios, Inc. (the "Company") has been organized as a
corporation under the laws of Maryland to engage in the business of an
investment company. The shares of common stock of the Company ("Shares") may
be divided into multiple series ("Series"), including the GS Select Equity
Fund (the "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 Board of
Directors. The Company 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 Company agrees with you as follows:
1. ADMINISTRATIVE SERVICES
(a) Subject to the general supervision of the Board of Directors of the
Company, 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 Company's transfer agent), (i)
provide supervision of all aspects of the Fund's operations not
referred to in paragraph 2(a) of the current Investment Advisory
Agreement between the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Funds Management,
L.P.; (ii) provide the Fund with personnel to perform such
executive, administrative and clerical services as are reasonably
necessary to provide effective administration of the Fund; (iii)
arrange for, at the Company's expense, (a) the preparation for the
Fund 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 Fund's records; and (v)
provide the Fund 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 Company's Board of Directors 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 Company or the Fund in any
way or otherwise be deemed an agent of the Company or the Fund.
(c) You will notify the Company 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 Fund, the services of such of your partners, officers and
employees as may duly be elected officers or Directors of the Company,
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 Fund
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 Fund; (ii) organization expenses of the Fund; (iii) fees
and expenses incurred by the Company 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
Fund); (vii) taxes or governmental fees; (viii) the fees and expenses of
the transfer agent of the Company; (ix) the cost of preparing stock
certificates or any other expenses, including clerical expenses of issue,
redemption or repurchase of Shares of the Fund; (x) the expenses of and
fees for registering or qualifying Shares for sale and of maintaining the
registration of the Fund and registering the Company as a broker or a
dealer; (xi) the fees and expenses of Directors of the Company 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 Company's assets, including expenses
incurred in the performance of any obligations enumerated by the Articles
of Incorporation or By-Laws of the Company 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 Fund'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 provided in
paragraphs 1 and 2 hereof, the Company on behalf of the Fund will
pay you on the last day of each month a fee at an annual rate equal
to .25% 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 one-third (1/3)
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 AND FUND
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
Company or the Fund shall be deemed, when acting within the scope of his
employment by the Fund, to be acting in such employment solely for the
Fund and not as your employee or agent. The Fund shall not be liable for
any claims against any other Series of the Company.
5. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall remain in force until June 30, 1993 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 Directors of the Company. This Agreement may,
on 60 days' written notice to the other party, be terminated at any time
without the payment of any penalty by the Company 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.
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 Company, whereupon this letter shall become a binding contract.
Yours very truly,
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▇▇▇▇▇▇▇ ▇▇▇▇▇ EQUITY PORTFOLIOS, INC.
(On behalf of the GS Select Equity Fund)
Attest: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Secretary of the Company President of the Company
The foregoing Agreement is hereby accepted as of the date thereof.
▇▇▇▇▇▇▇ SACHS ASSET MANAGEMENT
A DIVISION OF ▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
Attest: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Counsel to the Funds Group Partner
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