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GOLDMAN SACHS TRUST
4900 Sears Tower
Chicago, Illinois 60606
April 30, 1997
Goldman Sachs Asset Management Goldman Sachs Asset
Goldman Sachs Funds Management L.P. Management, Internationa1
One New York Plaza, 33 Peterborough CT
New York, New York 10004 London, England
MANAGEMENT AGREEMENT
Dear Sirs:
Goldman Sachs Trust (the "Registrant") is organized as a business 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. The Registrant on behalf of each Fund has selected you
to act as the investment adviser and administrator of the Funds and to provide
certain services, as more fully set forth below, and you are willing to act as
such investment adviser and administrator and to perform such services under the
terms and conditions hereinafter set forth. Accordingly, the Registrant agrees
with you as follows:
1. Name of Registrant. The Registrant may use any name including or
derived from the name "Goldman Sachs" in connection with a 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 adviser or administrator. Upon the
termination of this Agreement, the Registrant (to the extent that it lawfully
can) will cause the Funds 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. Sub-Advisers. You may engage one or more investment advisers which
are either registered as such or specifically exempt from registration under the
Investment Advisers Act of 1940, as amended, to act as sub-advisers to provide
with respect to the Fund certain services set forth in Paragraphs 3 and 6
hereof, all as shall be set forth in a written contract to which the Registrant,
on behalf of the Fund, and you shall be parties, which contract shall be subject
to approval by the vote of a majority of the Trustees who are not interested
persons of you, the sub-adviser, or of the Registrant, cast in person at a
meeting called for the purpose of voting on such approval and by the vote of a
majority of the outstanding voting securities of the Fund and otherwise
consistent with the terms of the Investment Company Act of 1940 Act, as amended
(the "1940 Act").
3. Management Services.
(a) You will regularly provide each Fund with investment
research, advice and supervision and will furnish continuously an
investment program for each Fund consistent with the investment
objectives and policies of the Fund. You will determine from time to
time what securities shall be purchased for a Fund, what securities
shall be held or sold by a Fund, and what portion of a Fund's assets
shall be held uninvested as cash, subject always to the provisions of
the Registrant's Declaration of Trust and By-Laws and of 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 instructions as the Trustees of
the Registrant may from time to time establish.
(b) Subject to the general supervision of the Trustees of the
Registrant, you will provide certain administrative services to each
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 Registrant's transfer agent), (i) provide
supervision of all aspects of each Fund's operations not referred to in
paragraph (a) above; (ii) provide each 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 Registrant's expense, (a) the preparation for each
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 prospectuses and statements of additional information and the
preparation of reports filed with the Securities and Exchange
Commission and other regulatory authorities; (iv) maintain all of the
Funds' records and (v) provide the Funds with adequate office space and
all necessary office equipment and services including telephone
service, heat, utilities, stationery supplies and similar items.
(c) You will also provide to the Registrant's Trustees such
periodic and special reports as the Trustees 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 no authority to act for or represent the Registrant or
the Funds in any way or otherwise be deemed an agent of the Registrant
or the Funds.
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(d) You will maintain all books and records with respect to
the Funds' 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. You will also provide to the
Registrant's Trustees such periodic and special reports as the Board
may reasonably request.
(e) You will notify the Registrant of any change in your
membership within a reasonable time after such change.
(f) Your services hereunder are not deemed exclusive and you
shall be free to render similar services to others.
4. Allocation of Charges and Expenses. You will pay all costs incurred by you in
connection with the performance of your duties under paragraph 3. You will pay
the compensation and expenses of all personnel of yours and will make available,
without expense to the Funds, the services of such of your partners, officers
and employees as may duly be elected officers or Trustees of the Registrant,
subject to their individual consent to serve and to any limitations imposed by
law. You will not be required to pay any expenses of any Fund other than those
specifically allocated to you in this paragraph 4. In particular, but without
limiting the generality of the foregoing, you will not be required to pay: (i)
organization expenses of the Funds; (ii) fees and expenses incurred by the Funds
in connection with membership in investment company organizations; (iii)
brokers' commissions; (iv) payment for portfolio pricing services to a pricing
agent, if any; (v) legal, auditing or accounting expenses (including an
allocable portion of the cost of your employees rendering legal and accounting
services to the Fund); (vi) taxes or governmental fees; (vii) the fees and
expenses of the transfer agent of the Registrant; (viii) the cost of preparing
stock certificates or any other expenses, including clerical expenses of issue,
redemption or repurchase of Shares of the Fund; (ix) the expenses of and fees
for registering or qualifying Shares for sale and of maintaining the
registration of the Funds and registering the Registrant as a broker or a
dealer; (x) the fees and expenses of Trustees of the Registrant who are not
affiliated with you; (xi) the cost of preparing and distributing reports and
notices to shareholders, the Securities and Exchange Commission and other
regulatory authorities; (xii) the fees or disbursements of custodians of each
Fund's assets, including expenses incurred in the performance of any obligations
enumerated by the Declaration of Trust or By-Laws of the Registrant insofar as
they govern agreements with any such custodian; or (xiii) 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 Funds.
5. Compensation of the Manager.
(a) For all services to be rendered and payments made as
provided in paragraphs 3 and 4 hereof, the Registrant on behalf of each
Fund will pay you each month a fee at an annual rate equal to the
percentage of the average daily net assets of the Fund set forth with
respect to such Fund on Annex A. The "average daily net assets" of a
Fund shall be determined on the basis set forth in the Fund's
prospectus(es) or otherwise consistent with the 1940 Act and the
regulations promulgated thereunder.
(b) 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 a 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.
6. Avoidance of Inconsistent Position. In connection with purchases or sales of
portfolio securities for the account of the Funds, 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 each Fund's
account with brokers or dealers (including Goldman, Sachs & Co.) selected by
you. In the selection of such brokers or dealers (including Goldman, Sachs &
Co.) and the placing of such orders, you are directed at all times to seek for
the Funds the most favorable execution and net price available. It is also
understood that it is desirable for the Funds 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 a
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 Funds
with such brokers, subject to review by the Registrant's Trustees 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 Funds,
you will act solely as investment counsel for such clients and not in any way on
behalf of any Fund. You may, on occasions when you deem the purchase or sale of
a security to be in the best interests of a Fund as well as your other customers
(including any other Series or any other investment company or advisory account
for which you or any of your affiliates acts 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. In
addition, you are authorized to take into account the sale of shares of the
Registrant in allocating purchase and sale orders for portfolio securities to
brokers or dealers (including brokers and dealers that are affiliated with you),
provided that you believe that the quality of the transaction and the commission
is comparable to what they would be with other qualified firms.
7. Limitation of Liability of Manager and Fund. You shall not be liable for any
error of judgment or mistake of law or for any loss suffered by a 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 Registrant
or the Funds shall be deemed, when acting within the scope of his employment by
the Funds, to be acting in such employment solely for the Funds and not as your
employee or agent. The Fund shall not be liable for any claims against any other
Series of the Registrant.
8. Duration and Termination of this Agreement. This Agreement shall remain in
force as to each Fund until June 30, 1998 and shall continue for periods of one
year thereafter, but only so long as such continuance is specifically approved
at least annually (a) by the vote of a majority of the Trustees who are not
interested persons (as defined in the 1940 Act) of the Registrant 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
Trustees of the Registrant or of a majority of the outstanding voting securities
of such 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 in
its entirety or as to a particular Fund at any time without the payment of any
penalty, by the Trustees of the Registrant, by vote of a majority of the
outstanding voting securities of a Fund, 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.
9. 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. No amendment of this Agreement shall be effective as
to a Fund until approved by vote of the holders of a majority of the outstanding
voting securities of such Fund and by a majority of the Trustees of the
Registrant, including a majority of the Trustees who are not interested persons
(as defined in the 1940 Act) of the Registrant and have no financial interest in
this Agreement, cast in person at a meeting called for the purpose of voting on
such amendment. Notwithstanding the foregoing, this Agreement may be amended at
any time to add to a new Fund to Annex A provided such amendment is approved by
a majority of the Trustees of the Registrant, including a majority of the
Trustees who are not interested persons (as defined in the 1940 Act) of the
Registrant and have no financial interest in this Agreement. This paragraph does
not apply to any agreement described in paragraph 5(b) hereof, which shall be
effective during the period you specify in a prospectus, sticker, or other
document made available to current or prospective shareholders.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
11. 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 Goldman Sachs Trust is the designation of the Trustees for the
time being under a Declaration of Trust dated January 28, 1997 as amended from
time to time, and all persons dealing with the Trust or a Funds must look solely
to the property of the Trust or such Fund for the enforcement of any claims as
none of Trustees, officers, agents or shareholders assume any personal liability
for obligations entered into on behalf of the Trust. No Fund shall be liable for
any claims against any other Series.
If you are in agreement with the foregoing, please sign the form of
acceptance on the Registrant counterpart of this letter and return such
counterpart to the Registrant, whereupon this letter shall become a binding
contract.
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Yours very truly,
GOLDMAN SACHS TRUST
Attest:
By:
Michael J. Richman Douglas C. Grip
Secretary of the Registrant President of the
Registrant
The foregoing Agreement is hereby accepted as of the date thereof.
GOLDMAN SACHS ASSET MANAGEMENT,
a division of Goldman, Sachs & Co.
Attest: By:
Michael J. Richman David B. Ford
Counsel to the Funds Group Managing Director
GOLDMAN SACHS FUNDS MANAGEMENT L.P.,
each an affiliate of Goldman, Sachs & Co.
Attest: By:
Michael J. Richman David B. Ford
Counsel to the Funds Group Managing Director
GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL,
each an affiliate of Goldman, Sachs & Co.
Attest: By:
Michael J. Richman David B. Ford
Counsel to the Funds Group Managing Director
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Amended Annex A
The compensation payable under Paragraph 5 of the Management Agreement between
Goldman Sachs Trust and each of the undersigned shall be as follows:
Goldman Sachs Asset Management
Annual
Rate
Goldman Sachs Government Income Fund 0.65%
Goldman Sachs Municipal Income Fund 0.55%
Goldman Sachs High Yield Fund 0.70%
Goldman Sachs High Yield Municipal Fund8 0.55%
Goldman Sachs Enhanced Income Fund9 0.25%
Goldman Sachs Balanced Fund 0.65%
Goldman Sachs Growth and Income Fund 0.70%
Goldman Sachs CORE Large Cap Value Fund4 0.60%
Goldman Sachs CORE Large Cap Growth Fund 0.75%
Goldman Sachs CORE Small Cap Equity Fund1 1.00%
Goldman Sachs CORE International Equity Fund1 1.00%
Goldman Sachs CORE Tax -Managed Equity Fund7 0.75%
Goldman Sachs Mid Cap Value Fund 0.75%
Goldman Sachs Small Cap Value Fund 1.00%
Goldman Sachs Real Estate Securities Fund1 1.00%
Goldman Sachs Strategic Growth Fund5 1.00%
Goldman Sachs Growth Opportunities Fund5 1.00%
Goldman Sachs Internet Tollkeeper Fund6 1.00%
Goldman Sachs Large Cap Value Fund8 0.75%
Goldman Sachs Research Select Fund9 1.00%
Goldman Sachs-Financial Square Prime Obligations Fund 0.205%
Goldman Sachs-Financial Square Money Market Fund 0.205%
Goldman Sachs-Financial Square Treasury Obligations Fund 0.205%
Goldman Sachs-Financial Square Treasury Instruments Fund 0.205%
Goldman Sachs-Financial Square Government Fund 0.205%
Goldman Sachs-Financial Square Federal Fund 0.205%
Goldman Sachs-Financial Square Tax-Free Money Market Fund 0.205%
Goldman Sachs Funds Management L.P.
Goldman Sachs CORE U.S. Equity Fund 0.75%
Goldman Sachs Capital Growth Fund 1.00%
Goldman Sachs Asset Management International
Goldman Sachs Global Income Fund 0.90%
Goldman Sachs International Equity Fund 1.00%
Goldman Sachs Emerging Markets Equity Fund 1.20%
Goldman Sachs Asia Growth Fund 1.00%
Goldman Sachs International Small Cap Fund2 1.20%
Goldman Sachs Japanese Equity Fund2 1.00%
Goldman Sachs European Equity Fund3 1.00%
Pursuant to an exemption from the Commodities Futures Trading Commission
("CFTC") in connection with accounts of qualified eligible clients, this account
document is not required to be, and has not been filed with the CFTC. The CFTC
does not pass upon the merits of participating in a trading program or upon the
adequacy or accuracy or commodity trading advisor disclosure. Consequently, the
CFTC has not reviewed or approved the trading program adopted hereunder or any
brochure or account document.
GOLDMAN SACHS TRUST
By:______________________
Title:___________________
GOLDMAN SACHS ASSET
MANAGEMENT,
a division of Goldman,
Sachs & Co.
By:_____________________
Title:__________________
GOLDMAN SACHS FUNDS
MANAGEMENT, L.P.,
an affiliate of Goldman,
Sachs & Co.
By:_____________________
Title:__________________
GOLDMAN SACHS ASSET
MANAGEMENT INTERNATIONAL,
an affiliate
of Goldman, Sachs Co.
By:______________________
Title:___________________
Dated: August 1, 2000
9 Please not that the Goldman Sachs Research Select Fund and Goldman Sachs
Enhanced Cash Fund were approved at the April 26, 2000 Goldman Sachs Trust Board
Meeting 1 Please note that the CORE Small Cap Equity Fund, CORE International
Equity Fund and Real Estate Securities Fund
were approved at the July 21, 1997 Goldman Sachs Trust Board Meeting.
2 Please note that the International Small Cap Fund and Japanese Equity Fund
were approved at the April 23, 1998 Goldman Sachs Trust Board Meeting. 3 Please
note that the European Equity Fund was approved at the July 22, 1998 Goldman
Sachs Trust Board Meeting. 4 Please note that the CORE Large Cap Value Fund was
approved at the November 3, 1998 Goldman Sachs Trust Board Meeting. 5 Please
note that the Strategic Growth Fund and Growth Opportunities Fund were approved
at the April 28, 1999 Goldman Sachs Trust Board Meeting. 6 Please note that the
Internet Tollkeeper Fund was approved at the July 27, 1999 Goldman Sachs Trust
Board Meeting. 7 Please note that the Large Cap Value Fund was approved at the
October 26, 1999 Goldman Sachs Trust Board Meeting. 8 Please note that the High
Yield Municipal Fund and the CORE Tax-Managed Equity Fund were approved at the
February 3, 2000 Goldman Sachs Trust Board Meeting.
