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, 1997
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-
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
-0-
9. Number and aggregate sale price of securities sold during the
fiscal year:
Fund Dollars Shares
---- ------- ------
Goldman Sachs Balanced Fund $ 35,424,984 1,954,361
Goldman Sachs Select Equity Fund 184,083,331 8,577,193
Goldman Sachs Growth & Income Fund 197,213,117 8,928,412
Goldman Sachs Capital Growth Fund 167,405,638 10,748,058
Goldman Sachs Small Cap Equity
Fund 66,794,137 3,164,463
Goldman Sachs International
Equity Fund 330,875,866 17,073,582
Goldman Sachs Asia Growth Fund 146,855,929 8,855,040
Goldman Sachs Mid-Cap Equity Fund 12,422,999 710,818
------------- ----------
TOTAL $1,141,075,911 60,011,927
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 $ 35,424,984 1,954,361
Goldman Sachs Select Equity Fund 184,083,331 8,577,193
Goldman Sachs Growth & Income Fund 197,213,117 8,928,412
Goldman Sachs Capital Growth Fund 167,405,638 10,748,058
Goldman Sachs Small Cap Equity
Fund 66,794,137 3,164,463
Goldman Sachs International
Equity Fund 330,875,866 17,073,582
Goldman Sachs Asia Growth Fund 146,855,929 8,855,040
Goldman Sachs Mid-Cap Equity Fund 12,422,999 710,818
------------- ----------
TOTAL $1,141,075,911 60,011,927
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.
<PAGE>
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): $1,141,075,911
----------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): N/A
----------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): $604,396,854**
----------------
(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
----------------
(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): $536,679,057
----------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/3300
----------------
(vii) Fee due (line (i) or line (v)
multiplied by line (vi)): $162,630
----------------
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 31, 1997
<PAGE>
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, Treasurer
-----------------------------------
Scott M. Gilman, Treasurer
-----------------------------------
Dated: March 31, 1997
------------------------
*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 $ 7,565,668 448,330
Goldman Sachs Select Equity Fund 32,152,494 1,487,884
Goldman Sachs Growth & Income Fund 72,730,939 3,353,064
Goldman Sachs Capital Growth Fund 229,399,817 14,642,847
Goldman Sachs Small Cap Equity Fund 95,024,895 4,702,293
Goldman Sachs International Equity Fund 75,580,037 3,992,317
Goldman Sachs Asia Growth Fund 67,451,011 4,178,748
Goldman Sachs Mid-Cap Equity Fund 24,491,993 1,480,859
------------ ----------
$604,396,854 34,286,342
PIPER & MARBURY
L.L.P.
Charles Center South
36 South Charles Street
Baltimore, Maryland 21201-3018
410-539-2530
Fax: 410-539-0489
March 31, 1997
Goldman Sachs Equity Portfolios, Inc.
4900 Sears Tower
Chicago, Illinois 60606
Re: Goldman Sachs Equity Portfolios, Inc. Rule 24f-2 Notice
-------------------------------------------------------
Dear Sirs:
We have acted as Maryland counsel to Goldman Sachs Equity
Portfolios, Inc. (the "Company"). In that capacity, the Company
has requested that we render the opinion of counsel referred to in
paragraph (b)(1) of Rule 24f-2 under the Investment Company Act of
1940, as amended, in connection with the Company's filing of a Rule
24f-2 Notice dated March 31, 1997 pursuant to such Rule 24f-2 for
the Company's fiscal year ended January 31, 1997 (the "Rule 24f-2
Notice").
In response to the Company's 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, dated the date
hereof, upon which we have relied without independent verification
and such statutes, regulations, corporate records and documents
that we deemed necessary or advisable for purposes of the following
opinion. We have also relied on the statements contained in the
Company's Rule 24f-2 Notice regarding the matters set forth
therein. In such examination we have assumed without independent
verification 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
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Goldman Sachs Equity Portfolios, Inc.
March 31, 1997
Page 2
2. The 10,748,058 shares of Goldman Sachs Capital Growth
Fund, the 8,577,193 shares of Goldman Sachs Select Equity Fund, the
3,164,463 shares of Goldman Sachs Small Cap Equity Fund, the
17,073,582 shares of the Goldman Sachs International Equity Fund,
the 8,928,412 shares of Goldman Sachs Growth and Income Fund, the
1,954,361 shares of the Goldman Sachs Balanced Fund, the 8,855,040
shares of Goldman Sachs Asia Growth Fund and the 710,818 shares of
the Goldman Sachs Mid-Cap Equity Fund or an aggregate of 60,011,927
shares of Common Stock of the Company, par value $.001 per share,
reported by the Company in the Rule 24f-2 Notice as having been
sold during its fiscal year ended January 31, 1997 in reliance on
Rule 24f-2, were legally issued, fully paid and nonassessable.
We are admitted to practice under the laws of the State of
Maryland, and we express no opinion as to the laws of any
jurisdiction other than the State of Maryland. This opinion is
being furnished to you solely for your benefit and may not be
relied upon by any other person.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the filing of
the Company's Rule 24f-2 Notice pursuant to the Investment Company
Act of 1940, as amended.
Very truly yours,
Piper & Marbury L.L.P.
