EX-99.D.4 2 e50609exv99wdw4.htm EX-99.D.4: FEE REDUCTION COMMITMENT EX-99.D.4
 

Exhibit (d)(4)
FEE REDUCTION COMMITMENT
This FEE REDUCTION COMMITMENT is made as of April 28, 2006 by GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“GSAM”) and GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL (“GSAMI” and, together with GSAM, the “Advisers”).
          WHEREAS, Goldman Sachs Trust Variable Insurance Trust (the “Trust”) is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
          WHEREAS, GSAM serves as the investment adviser to the Growth and Income, Structured U.S. Equity, Capital Growth, Structured Small Cap Equity and Mid Cap Value Funds of the Trust and GSAMI serves as the investment adviser to the International Equity Fund of the Trust (each a “Fund”), pursuant to a Management Agreement as amended to date, and a related Assumption Agreement by and between Goldman, Sachs & Co. and GSAM (together, the “Management Agreement”);
          WHEREAS, the Advisers desire to reduce permanently their contractual fee rates under the Management Agreement for the Funds; and
          WHEREAS, the Advisers represent that the quality and quantity of their services under the Management Agreement will not be affected by this commitment and that their obligations under the Management Agreement will remain unchanged in all respects.
          NOW, THEREFORE, for good and valuable consideration receipt of which is hereby acknowledged, the Advisers, intending to be legally bound, agree as follows:
     1. Effective the date hereof, the Advisers reduce permanently their contractual fee rates under the Management Agreement for the Funds as follows:
For all services to be rendered and payments made pursuant to the Management Agreement, the Trust on behalf of the respective Funds will pay to GSAM or GSAMI, as applicable, each month a fee at an annual rate equal to the percentages of the average daily net assets of each Fund considered separately as set forth on Annex A hereto. The “average daily net assets” of each Fund shall be determined on the basis set forth in the Fund’s prospectus(es) or otherwise consistent with the 1940 Act and regulations promulgated thereunder.
     2. Any future amendment to increase or otherwise reinstate the contractual fee rates under the Management Agreement for the Funds as in effect prior to the date hereof must be approved by the shareholders of the affected Fund(s) as and to the extent required by the 1940 Act.
     3. This Fee Reduction Commitment shall be attached to and made a part of the Management Agreement.

 


 

     4. The Management Agreement shall continue in full force and effect as modified hereby.
          IN WITNESS WHEREOF, GSAM and GSAMI have caused this instrument to be executed by their officers designated below as of the day and year first above written.
                     
          GOLDMAN SACHS ASSET MANAGEMENT, L.P.    
 
                   
Attest:
          By:        
 
                   
 
              (Authorized Officer)    
 
                   
 
          Name:        
 
                   
 
              Peter Bonanno    
 
          Title        
 
                   
 
              Vice President    
 
                   
          GOLDMAN SACHS ASSET
MANAGEMENT INTERNATIONAL
   
 
                   
Attest:
          By:        
 
                   
 
              (Authorized Officer)    
 
                   
 
          Name:        
 
                   
 
          Title        
 
                   
Accepted and Agreed as of the Date
First Set Forth Above:
         
GOLDMAN SACHS VARIABLE INSURANCE TRUST    
 
       
By:
       
 
       
 
       
Name:
       
 
       
 
  Peter Bonanno    
Title:
       
 
       
 
  Secretary    

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ANNEX A
GOLDMAN SACHS VARIABLE INSURANCE TRUST
FEE REDUCTION COMMITMENT
             
        Over $1 billion    
Fund Name   $0 - $1 billion   up to $2 billion   Over $2 billion
Goldman Sachs Growth and Income Fund
  0.75%   0.68%   0.65%
Goldman Sachs Structured U.S. Equity Fund
  0.65   0.59   0.56
Goldman Sachs International Equity Fund
  1.00   0.90   0.86
Goldman Sachs Capital Growth Fund
  0.75   0.68   0.65
         
Fund Name   $0 - $2 billion   Over $2 billion
Goldman Sachs Structured Small Cap Equity Fund
  0.75%   0.68%
Goldman Sachs Mid Cap Value Fund
  0.80   0.72

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