SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
GOLDMAN SACHS EQUITY PORTFOLIOS, INC.
(Name of Registrant)
One New York Plaza
New York, New York 10004
(Address of principal executive office)
GOLDMAN SACHS CAPITAL GROWTH FUND, $.001 par value per share
GOLDMAN SACHS SELECT EQUITY FUND, $.001 par value per share
GOLDMAN SACHS SMALL CAP EQUITY FUND, $.001 par value per share
GOLDMAN SACHS INTERNATIONAL EQUITY FUND, $.001 par value per share
GOLDMAN SACHS GROWTH AND INCOME FUND, $.001 par value per share
GOLDMAN SACHS ASIA GROWTH FUND, $.001 par value per share
GOLDMAN SACHS BALANCED FUND, $.001 par value per share
(Title of securities with respect to which Notice is filed)
File No. 33-33316
1. Fiscal year for which Notice is filed: January 31, 1995.
2. Number or amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to Rule 24f-2 but which remained unsold at
the beginning of such fiscal year:
Goldman Sachs Capital Growth Fund 0
Goldman Sachs Select Equity Fund 0
Goldman Sachs Small Cap Equity Fund 0
Goldman Sachs International Equity Fund 0
Goldman Sachs Growth and Income Fund 0
Goldman Sachs Asia Growth Fund 0
Goldman Sachs Balanced Fund 0
3. Number or amount of securities, if any, registered during such
fiscal year other than pursuant to Rule 24f-2:
Goldman Sachs Capital Growth Fund 0
Goldman Sachs Select Equity Fund 0
Goldman Sachs Small Cap Equity Fund 0
Goldman Sachs International Equity Fund 0
Goldman Sachs Growth and Income Fund 0
Goldman Sachs Asia Growth Fund 0
Goldman Sachs Balanced Fund 0
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4. Number of securities sold during such fiscal year:
Goldman Sachs Capital Growth Fund 14,260,854 *
Goldman Sachs Select Equity Fund 1,499,807 *
Goldman Sachs Small Cap Equity Fund 10,110,654 *
Goldman Sachs International Equity Fund 8,468,691 *
Goldman Sachs Growth and Income Fund 11,178,610 *
Goldman Sachs Asia Growth Fund 9,803,931 *
Goldman Sachs Balanced Fund 537,644 *
---------
TOTAL 55,860,191 *
==========
* Exclude shares issued upon reinvestment of dividends.
5. Number of securities sold during such fiscal year in reliance
upon registration pursuant to Rule 24f-2:
Goldman Sachs Capital Growth Fund 14,260,854 *
Goldman Sachs Select Equity Fund 1,499,807 *
Goldman Sachs Small Cap Equity Fund 10,110,654 *
Goldman Sachs International Equity Fund 8,468,691 *
Goldman Sachs Growth and Income Fund 11,178,610 *
Goldman Sachs Asia Growth Fund 9,803,931 *
Goldman Sachs Balanced Fund 537,644 *
----------
TOTAL 55,860,191 *
===========
6. Number of securities redeemed during such fiscal year:
Goldman Sachs Capital Growth Fund 9,348,284
Goldman Sachs Select Equity Fund 1,250,288
Goldman Sachs Small Cap Equity Fund 3,925,959
Goldman Sachs International Equity Fund 5,047,356
Goldman Sachs Growth and Income Fund 1,896,509
Goldman Sachs Asia Growth Fund 518,932
Goldman Sachs Balanced Fund 11,681
----------
TOTAL 21,999,009
===========
(a) The actual aggregate sales price for which such
securities were sold was:
Goldman Sachs Capital Growth Fund $220,153,475 *
Goldman Sachs Select Equity Fund 22,943,423 *
Goldman Sachs Small Cap Equity Fund 198,396,818 *
Goldman Sachs International 145,195,062 *
Equity Fund
Goldman Sachs Growth and Income Fund 179,853,719 *
Goldman Sachs Asia Growth Fund 148,278,779 *
Goldman Sachs Balanced Fund 7,557,294 *
-----------
TOTAL $922,378,570 *
============
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During the fiscal year ended January 31, 1995 the actual
aggregate redemption price of securities of the same series
redeemed by the Registrant was:
Goldman Sachs Capital Growth Fund $141,755,523
Goldman Sachs Select Equity Fund 19,220,744
Goldman Sachs Small Cap Equity Fund 72,766,153
Goldman Sachs International Equity Fund 81,858,604
Goldman Sachs Growth and Income Fund 29,980,986
Goldman Sachs Asia Growth Fund 7,406,329
Goldman Sachs Balanced Fund 162,052
------------
TOTAL $353,150,391
=============
* Excludes shares issued upon reinvestment of dividends.
The aggregate redemption price is herewith being used for the
reduction contemplated by Rule 24f-2(c). Pursuant to Rule 24f-
2(c), the registration fee with respect to the securities sold is
calculated as follows:
Goldman Sachs Equity Portfolios, Inc.
[($922,378,570 - $353,150,391) x .01] x 1/29 = $196,286
(b) The required opinion of counsel is attached hereto.
Dated: March 27, 1995
GOLDMAN SACHS EQUITY PORTFOLIOS, INC.
By: Scott M. Gilman
--------------------------------
Scott M. Gilman
Treasurer
<PAGE>
PIPER & MARBURY
Charles Center South
36 South Charles Street
Baltimore, Maryland 21201-3010
410-539-2530
Fax: 410-539-0489
March 29, 1995
Goldman Sachs Equity Portfolios, Inc.
One New York Plaza
New York, New York 10004
Re: Goldman Sachs Equity Portfolios, Inc.
Dear Sirs:
We have acted as Maryland counsel to Goldman
Sachs Equity Portfolios, Inc. (the "Company"), in
connection with the Company's filing of a Notice
pursuant to Rule 24f-2 under the Investment Company Act
of 1940, as amended, for the Company's fiscal year ended
January 31, 1995. In that capacity, the Company has
requested that we render certain opinions under
paragraph (b)(1) of Rule 24f-2.
In response to such request, we have examined
the Company's charter and by-laws, a good-standing
certificate recently issued by the State Department of
Assessments and Taxation of Maryland, certificates of
officers of the Company and such statutes, regulations,
corporate records, and documents that we deemed
necessary or advisable for purposes of the opinions set
forth below. In such examination we have assumed the
genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the
conformity with originals of all documents submitted to
us as copies.
On the basis of the foregoing and of such
other legal considerations that we deemed relevant, and
limited in all respects to applicable Maryland law, we
are of the opinion and advise you as follows:
1. The Company is a corporation duly
organized, validly existing and in good standing under
the laws of the State of Maryland; and
<PAGE>
2. The 14,260,854 shares of Goldman Sachs
Capital Growth Fund, the 1,499,807 shares of Goldman
Sachs Select Equity Fund, the 10,110,654 shares of
Goldman Sachs Small Cap Equity Fund, the 8,468,691
shares of the Goldman Sachs International Equity Fund,
the 11,178,610 shares of Goldman Sachs Growth and Income
Fund, the 537,644 shares of the Goldman Sachs Balanced
Fund and the 9,803,931 shares of Goldman Sachs Asia
Growth Fund or an aggregate of 55,860,191 shares of
Common Stock of the Company, par value $.001 per share,
reported by the Company to have been issued during its
fiscal year ended January 31, 1995, were legally issued,
fully paid and nonassessable.
This opinion is intended solely for the
benefit and use of the party to whom it is addressed and
may not be used by any other person without the prior
written consent of Piper & Marbury; provided that we
consent to the filing of this opinion with the
Securities and Exchange Commission together with the
Rule 24f-2 Notice referred to above.
Very truly yours,
Piper & Marbury
