U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Goldman Sachs Equity Portfolios, Inc.
4900 Sears Tower
Chicago, Illinois 60606
2. Name of each series or class of funds for which this notice is
filed:
Goldman Sachs Balanced Fund
Goldman Sachs Select Equity Fund
Goldman Sachs Growth & Income Fund
Goldman Sachs Capital Growth Fund
Goldman Sachs Small Cap Equity Fund
Goldman Sachs International Equity Fund
Goldman Sachs Asia Growth Fund
Goldman Sachs Mid-Cap Equity Fund
3. Investment Company Act File Number:
33-33316
4. Last day of fiscal year for which this notice is filed:
January 31, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
N/A
7. Number and 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 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
-0-
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
-0-
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9. Number and aggregate sale price of securities sold during the
fiscal year:
Fund Dollars Shares
---- ------- ------
Goldman Sachs Balanced Fund $ 43,538,603 2,686,379
Goldman Sachs Select Equity Fund 107,029,893 5,959,674
Goldman Sachs Growth & Income Fund 215,842,997 11,615,474
Goldman Sachs Capital Growth Fund 276,508,932 18,276,526
Goldman Sachs Small Cap
Equity Fund 57,040,982 3,294,324
Goldman Sachs International
Equity Fund 107,551,196 6,368,684
Goldman Sachs Asia Growth Fund 91,512,277 6,028,027
Goldman Sachs Mid-Cap Equity Fund 136,716,654 9,093,903
TOTAL $1,035,741,534 63,322,991
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
Fund Dollars Shares
---- ------- ------
Goldman Sachs Balanced Fund $ 43,538,603 2,686,379
Goldman Sachs Select Equity Fund 107,029,893 5,959,674
Goldman Sachs Growth & Income Fund 215,842,997 11,615,474
Goldman Sachs Capital Growth Fund 276,508,932 18,276,526
Goldman Sachs Small Cap
Equity Fund 57,040,982 3,294,324
Goldman Sachs International
Equity Fund 107,551,196 6,368,684
Goldman Sachs Asia Growth Fund 91,512,277 6,028,027
Goldman Sachs Mid-Cap Equity Fund 136,716,654 9,093,903
TOTAL $1,035,741,534 63,322,991
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
* Dollars and shares reinvested are included in securities
sold above.
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $1,035,741,534
----------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): *
----------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): $794,931,527**
----------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): N/A
----------------
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(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 (line (i), plus
line (ii), less line (iii), plus line
(iv) (if applicable): $240,810,007
----------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
----------------
(vii) Fee due (line (i) or line (v)
multiplied by line (vi)): $83,038
----------------
Instruction: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the form is being filed within 60
days after the close of the issuer's fiscal year.
See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CPR
202.3a). [ ]
Date of mailing or wire transfer of filing fees to the
Commissioner's lockbox depository:
March 25, 1996
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)* Scott M. Gilman
-----------------------------------
Scott M. Gilman, Treasurer
-----------------------------------
Dated: March 25, 1996
------------------------
*Please print the name and title of the signing officer below
the signature.
Price of Number of
** Shares Shares
Redeemed or Redeemed or
Fund Repurchased Repurchased
---- ----------- -----------
Goldman Sachs Balanced Fund $ 4,483,707 271,753
Goldman Sachs Select Equity Fund 46,260,132 2,608,739
Goldman Sachs Growth & Income Fund 37,764,413 2,027,335
Goldman Sachs Capital Growth Fund 359,937,680 22,215,374
Goldman Sachs Small Cap Equity Fund 195,215,538 11,228,873
Goldman Sachs International Equity Fund 98,600,969 6,067,690
Goldman Sachs Asia Growth Fund 43,889,831 2,898,305
Goldman Sachs Mid-Cap Equity Fund 8,779,257 568,088
TOTAL $794,931,527 47,886,157
PIPER & MARBURY
L.L.P.
Charles Center South
36 South Charles Street
Baltimore, Maryland 21201-3018
410-539-2530 Fax 410-539-0489
March 25, 1996
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, 1996. 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, a copy of the Rule 24f-2
Notice for the Company's fiscal year ended January 31, 1996 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
2. The 18,276,526 shares of Goldman Sachs Capital Growth
Fund, the 5,959,674 shares of Goldman Sachs Select Equity Fund,
the 3,294,324 shares of Goldman Sachs Small Cap Equity Fund, the
6,368,684 shares of the Goldman Sachs International Equity Fund,
the 11,615,474 shares of Goldman Sachs Growth and Income Fund,
the 2,686,379 shares of the Goldman Sachs Balanced Fund, the
6,028,027 shares of Goldman Sachs Asia Growth Fund and the
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9,093,903 shares of the Goldman Sachs Mid Cap Equity Fund or an
aggregate of 63,322,991 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, 1996, 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
L.L.P., 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 L.L.P.
Piper & Marbury L.L.P.
