EXHIBIT 5(k)
XXXXXXX XXXXX TRUST
-------------------
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
July 15, 1991
Xxxxxxx Sachs Asset Management,
a separate operating division of Xxxxxxx, Xxxxx & Co.
00 Xxx Xxxx
Xxx Xxxx, XX 00000
ADMINISTRATION AGREEMENT
------------------------
GS GLOBAL 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 units of beneficial interest of the
Trust ("Units") are divided into multiple series ("Series"), including the GS
Global 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 unitholders 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
1
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 Units of the
Trust; (x) the expenses of and fees for registering or qualifying Units 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 unitholders, 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 Units 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 Trust 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-fourth (1/4) 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.
2
(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, 1992 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. 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 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 Agreement and Declaration of Trust dated September 24, 1987, 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 or
unitholders 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.
3
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 GLOBAL INCOME FUND)
Attest: Xxxxxxxx X. Xxxxxxxxx By: Xxxxxxx Xxxxx Xxxxx
--------------------- ----------------------
Xxxxxxxx X. Xxxxxxxxx Xxxxxxx Xxxxx Xxxxx
Secretary of the Trust President of the Trust
The foregoing Agreement is hereby accepted as of the date thereof.
XXXXXXX SACHS ASSET MANAGEMENT
A SEPARATE OPERATING DIVISION OF XXXXXXX, XXXXX & CO.
Attest: XXxxxxxx X. Xxxxxxxxx By: Xxxx X. Xxxxx
----------------------- -------------
Xxxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxx
Counsel to the Funds Group Partner
4
