EXHIBIT 5(h)
XXXXXXX XXXXX EQUITY PORTFOLIOS, INC.
00 Xxx Xxxx
Xxx Xxxx, XX 00000
September 30, 1992
Xxxxxxx Sachs Asset Management International
an affiliate of Xxxxxxx, Xxxxx & Co.
0 Xxx Xxxxxx
Xxxxxx, Xxxxxxx XX0X 0XX
INVESTMENT SUBADVISORY AGREEMENT
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GS INTERNATIONAL EQUITY FUND
Dear Sirs:
Xxxxxxx Xxxxx Asset Management, a separate operating division of Xxxxxxx, Sachs
& Co. (the "Adviser"), a New York partnership with its principal offices at 00
Xxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, is investment adviser to Xxxxxxx Xxxxx
Equity Portfolios, Inc. (the "Company") on behalf of GS International Equity
Fund (the "Fund"). The Company has been organized as a Maryland corporation
under the laws of the State of Maryland to engage in the business of an
investment company. The shares of common stock of the Company ("Shares") are
divided into multiple series ("Series"), including the Fund. Each Series will
represent the interests in a separate portfolio of securities and other assets.
Pursuant to authority granted the Adviser by the Company's Directors and
pursuant to the provisions of the Investment Advisory Agreement dated September
30, 1992 between the Adviser and the Company, the Adviser has selected you to
act as an investment sub-adviser of the Fund and to provide certain services,
as more fully set forth below, and you are willing to act as such investment
sub-adviser and to perform such services under the terms and conditions
hereinafter set forth. Accordingly, the Adviser and the Company on behalf of
the Fund agrees with you as follows:
1. Name of Company. The Company may use any name including or
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derived from the name "Xxxxxxx Sachs" in connection with the Fund only for so
long as this Agreement or any extension, renewal or amendment hereof remains in
effect, including any similar agreement with any organization which shall have
succeeded to your business as investment sub-adviser. Upon the termination of
this Agreement, the Company (to the extent that it lawfully can) will cause the
Fund to cease to use such a name or any other name indicating that it is
advised by or otherwise connected with you or any organization which shall have
so succeeded to your business.
2. Advisory Services.
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(a) You will regularly provide the Fund with advice concerning
the investment management of the Fund's portfolio, which
advice shall be consistent with the investment objectives and
policies of the Fund. You will determine from time to time
what securities shall be purchased for the Fund, what
securities shall be held or sold by the Fund, and what
portion of the Fund's assets shall be held uninvested as
cash, subject always to the provisions of the Company's
Articles of Incorporation and By-Laws and of the Investment
Company Act of 1940, as amended (the "1940 Act"), and to the
investment objectives, policies and restrictions of the Fund,
as each of the same shall be from time to time in effect, and
subject, further, to such policies and
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instructions as the Board of Directors may from time to time
establish. In accordance with paragraph 5, you or your agent
shall arrange for the placing of all orders for the purchase
and sale of portfolio securities for the Fund's account with
brokers or dealers selected by you.
(b) You will maintain all books and records with respect to the
Fund's securities transactions required by sub-paragraphs
(b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1
under the 1940 Act (other than those records being maintained
by the Fund's custodian or transfer agent) and preserve such
records for the periods prescribed therefor by Rule 31a-2 of
the 1940 Act. In the performance of your duties hereunder,
you are and shall be an independent contractor and unless
otherwise expressly provided herein or otherwise authorized
in writing, shall have no authority to act for or represent
the Company in any way or otherwise be deemed to be an agent
of the Company or of the Adviser. You will make your
officers and employees available to meet with the Company's
officers and Directors at least quarterly on due notice to
review the investments and investment program of the Fund in
the light of current and prospective economic and market
conditions.
(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.
3. Allocation of Charges and Expenses. You will bear your own
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costs of providing services hereunder. Except as aforesaid, you
will not be required to pay any expenses of the Fund.
4. Compensation of the Sub-adviser.
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(a) For all investment management services to be rendered
hereunder, 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
.50% 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 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 4, 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-half 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.
(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.
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5. Avoidance of Inconsistent Position. In connection with
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purchases or sales of portfolio securities for the account of the
Fund, neither you nor any of your partners, officers or employees
will act as a principal, except as otherwise permitted by the 1940
Act. You or your agent shall arrange for the placing of all orders
for the purchase and sale of portfolio securities for the Fund's
account with brokers or dealers (including Xxxxxxx, Xxxxx & Co.)
selected by you. In the selection of such brokers or dealers
(including Xxxxxxx, Sachs & Co.) and the placing of such orders,
you are directed at all times to seek for the Fund the most
favorable execution and net price available. It is also understood
that it is desirable for the Fund that you have access to
supplemental investment and market research and security and
economic analyses provided by brokers who may execute brokerage
transactions at a higher cost to the Fund than may result when
allocating brokerage to other brokers on the basis of seeking the
most favorable price and efficient execution. Therefore, you are
authorized to place orders for the purchase and sale of securities
for the Fund with such brokers, subject to review by the Company's
Board of Directors from time to time with respect to the extent and
continuation of this practice. It is understood that the services
provided by such brokers may be useful to you in connection with
your services to other clients. If any occasion should arise in
which you give any advice to your clients concerning the Shares of
the Fund, you will act solely as investment counsel for such
clients and not in any way on behalf of the Fund. You may, on
occasions when you deem the purchase or sale of a security to be in
the best interests of the Fund as well as your other customers
(including any other Series or any other investment company or
advisory account for which you act as an investment adviser),
aggregate, to the extent permitted by applicable laws and
regulations, the securities to be sold or purchased in order to
obtain the best net price and the most favorable execution. In
such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by
you in the manner you consider to be the most equitable and
consistent with your fiduciary obligations to the Fund and to such
other customers.
You will advise the Company's Custodian and the Adviser on a prompt
basis of each purchase and sale of a portfolio security specifying
the name of the issuer, the description and amount or number of
Shares of the security purchased, the market price, commission and
gross or net price, trade date, settlement date and identity of the
effecting broker or dealer. From time to time as the Directors of
the Company or the Adviser may reasonably request, you will furnish
to the Company's officers and to each of its Directors reports on
portfolio transactions and reports on issues of securities held in
the portfolio, all in such detail as the Company or the Adviser may
reasonably request.
6. Limitation of Liability of Sub-Adviser. You shall not be
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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 Company, to be acting in
such employment solely for the Company and not as your employee or
agent.
7. Duration and Termination of this Agreement. This Agreement
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shall remain in force until June 30, 1994 and shall continue for
periods of one year thereafter, but only so long as such
continuance, and the continuance of the Adviser as investment
adviser of the Fund, is specifically approved at least annually (a)
by the vote of a majority of the Directors who are not interested
persons (as defined in the 0000 Xxx) of the Company or the Adviser
and have no financial interest in this Agreement, cast in person
at a meeting called for the purpose of voting on such approval and
(b) by a vote of a majority of the Board of Directors or of a
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majority of the outstanding voting securities of the Fund. The
aforesaid requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a
manner consistent with the 1940 Act and the rules and regulations
thereunder. 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 Board of Directors of the Company, by vote of a
majority of the outstanding voting securities of the Fund, by the
Adviser, or by you. This Agreement shall automatically terminate
in the event of its assignment. In interpreting the provisions of
this Agreement, the definitions contained in Section 2(a) of the
1940 Act (particularly the definitions of "interested person,"
"assignment" and "majority of the outstanding voting securities"),
as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the Securities and Exchange
Commission by any rule, regulation or order.
8. Amendment of this Agreement. No provisions of this Agreement
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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. No amendment of this Agreement shall be effective until
approved by vote of the holders of a majority of the outstanding
voting securities of the Fund and by a majority of the Board of
Directors, including a majority of the Directors who are not
interested persons (as defined in the 0000 Xxx) of the Company or
the Adviser and have no financial interest in this Agreement, cast
in person at a meeting called for the purpose of voting on such
amendment.
9. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
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CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
10. Miscellaneous. The captions in this Agreement are included for
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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.
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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 Company, whereupon this letter shall become a binding
contract.
Yours very truly,
XXXXXXX XXXXX EQUITY PORTFOLIOS, INC.
(on behalf GS International Equity Fund)
Attest Xxxxxxxxx Xxxxxx By: Xxxxxxx Xxxxx Xxxxx
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Its: President
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The foregoing Agreement is hereby accepted as of the date hereof.
XXXXXXX SACHS ASSET MANAGEMENT
a separate operating division of Xxxxxxx, Xxxxx & Co.
Attest: Xxxxxxxxx Xxxxxx By: Xxxx X. Xxxxx
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Its: President and Chief
Operating Officer
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The foregoing Agreement is hereby accepted as of the date hereof.
XXXXXXX SACHS ASSET MANAGEMENT INTERNATIONAL
an affiliate of Xxxxxxx, Xxxxx & Co.
Attest: Xxxxx Xxxxxxxxx-Xxxxx By: Xxxxxxx X. Xxxxxxxxxx
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Its: Managing Director and Chief
Operating Officer
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