ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of January 1, 1995,
among THE SHAREHOLDERS SERVICES GROUP, INC. a Massachusetts
corporation ("TSSG"), DIRECTED SERVICES, INC., a New York corporation
("DSI") and The GCG Trust, a Massachusetts business trust (the
"Trust").
WHEREAS, DSI has entered into a management agreement (the
"GoldenSelect Management Agreement"), dated October 1, 1993, with the
Trust on behalf of the Multiple Allocation Series, Fully Managed
Series, Limited Maturity Bond Series, Natural Resources Series, Real
Estate Series, All-Growth Series, Capital Appreciation Series, Rising
Dividends Series, Emerging Markets Series, Liquid Asset Series,
Market Manager Series, and Value Equity Series;
WHEREAS, the Trust is registered with the Securities and
Exchange Commission ("SEC") as an open-end management investment
company under the investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, the Trust currently offers shares of beneficial
interest in separate series and intends to offer shares of additional
series in the future;
WHEREAS, pursuant to the GoldenSelect Management Agreement, the
Trust has availed itself of the services of DSI for the provision of
advisory, management, administrative, and other services for the
Trust on behalf of the Multiple Allocation Series, Fully Managed
Series, Limited Maturity Bond Series, Natural Resources Series, Real
Estate Series, All-Growth Series, Capital Appreciation Series, Rising
Dividends Series, Emerging Markets Series, Liquid Asset Series,
Market Manager Series, and Value Equity Series;
WHEREAS, DSI and the Trust desire to retain TSSG to render
certain administrative and fund accounting services and TSSG is
willing to render such services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto
as follows:
1. Appointment. DSI and the Trust hereby appoint TSSG as
Administrator and Accounting Services Agent to furnish administrative
services and fund accounting services on the terms set forth in this
Agreement with respect to series of the Trust identified on Schedule
A to this Agreement, such series together with all other series
subsequently established by the Trust for which the Trust, and/or DSI
desire to retain TSSG and for which TSSG is willing to do so being
herein collectively referred to as the "Series." TSSG agrees to
render the services herein set forth for the compensation herein
provided.
2. Delivery of Documents. DSI has furnished TSSG with copies,
properly certified or authenticated by the Trust, of each of the
following:
(a) Resolutions of the Trust's Board of Trustee authorizing the
appointment of DSI as the Manager of the Trust and the Series
identified on Schedule A to provide advisory, management,
administration and other services with respect to the Series,
and to the extent applicable, authorizing DSI to retain service
providers, such as TSSG.
(b) The Trustee's Declaration of Trust filed with the Secretary of
State to the Commonwealth of Massachusetts on August 3, 1988,
and all amendments thereto (the "Declaration of Trust").
(c) The Trust's By-Laws and all amendments thereto (the "By-Laws");
(d) The Custody Agreement between Bankers Trust Company (the
"Custodian") and the Trust dated as of March 2, 1992 and as
amended October 1, 1993 and all amendments thereto (the
"Custody Agreement").
(e) The various Portfolio Management Agreements currently in effect
as of the date of this agreement between the Trust, DSI and the
various sub-advisers and all amendments thereto.
(f) The Trust's Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1993 and
under the 1940 Act (File Nos. 33-23512 and 811-5629), as
declared effective by the Securities and Exchange Commission
("SEC") on October 3, 1994, relating to the Trust's shares of
beneficial interest, and all amendments thereto;
(g) The Trust's most recent prospectus (including all Series except
The Fund For Life and the Market Manager Series (the "Trust
Prospectus").
(h) The GoldenSelect Management Agreement, and all amendments
thereto.
DSI, as it deems appropriate, will furnish TSSG from time
to time with copies, properly certified or authenticated, of all
amendments of or supplements to the foregoing. Furthermore, DSI
will provide TSSG with any other documents that TSSG may
reasonably request and will notify TSSG as soon as possible of
any matter materially affecting the performance of TSSG of its
services under this Agreement.
3. Duties of Administrator and Accounting Services Agent. Subject
to the supervision and direction of DSI and the Board of Trustees of
the Trust, TSSG undertakes to perform the following specific
services set forth herein. TSSG also undertakes upon request to
perform the services described in Schedule C.
(a) Maintaining office facilities (which may be in the offices
of TSSG or a corporate affiliate);
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(b) Furnishing statistical and research, data processing
services, clerical services, and internal legal,
executive and administrative services and stationery and
office supplies in connection with the foregoing;
(c) Furnishing financial information and assisting DSI in the
preparation of materials for Board of Trustees meetings;
(d) Accounting and bookkeeping services (including the
maintenance of such accounts, books and records of the
series as may be required by Section 31(a) of the 1940
Act and the rules thereunder);
(e) Internal auditing;
(f) Valuing the Series' assets and calculating the net asset
value of the shares of the Series at the close of trading on
the New York Stock Exchange daily and at such other times as
the Board of Trustees may reasonably request and reporting
such net asset value to such persons as may reasonably be
requested;
(g) Preparing reports, for DSI approval, to the Trust's
shareholders of record and the SEC including, but not
necessarily limited to, Annual Reports and Semi-Annual
Reports on Form N-SAR;
(h) Preparing and filing with DSI approval, various reports or
other documents required by federal, state and other
applicable laws and regulations and by stock exchanges on
which the shares of the fund are listed, other than those
filed or required to be filed by DSI;
(i) Preparing the Series' tax returns, including any supporting
schedules, necessary for the timely filing thereof;
(j) Developing compliance procedures for the Trust which will
include, among other matters, procedures in monitoring
compliance with the Series investment objectives, policies,
restrictions, tax matters and applicable laws and
regulations including, but not limited to, Section 817(h)
and Subchapter M of the Internal Revenue Code of 1986, as
amended. Preparation and analysis of applicable compliance
tests each month-end and notification of results to DSI to
assist in DSI's role as monitor of the Trust's compliance.
(k) Preparing and furnishing each Series (at its request) with
performance information (including yield and total return
information) calculated in accordance with applicable U.S.
securities laws and reporting to external databases such
information as may reasonably be requested.
In performing all services under this Agreement, TSSG shall act
in conformity with any documents and other information provided
by DSI to TSSG including but not limited to the Trust's Articles
and By-Laws; the 1940 Act and the Investment Advisers Act of
1940, as the same may be amended from time to time; and the
investment objective, investment policies and other practices
and policies set forth in the Registration Statement of the
Trust as such Registration Statement and practices and policies
may be amended from time to time and policies, procedures, and
guidelines
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adopted by the Board of Trustees. TSSG shall also
satisfactorily meet the performance standards as described in
Schedule E and incorporated herein, or else provide cause for
which DSI may seek termination as specified in Section 6(b) of
this Agreement.
4. Allocation of Expenses. TSSG shall bear all expenses in
connection with the performance of its services under this
Agreement.
(a) During the term of this Agreement, DSI will pay all expenses
incurred by it in connection with its activities under the
GoldenSelect management agreement and shall be responsible
for the expenses of rendering services to the Trust, as
provided therein. The Trust shall be responsible for the
expenses specified in the GoldenSelect management agreement.
TSSG shall not be responsible for any expenses for which
either DSI or the Trust is responsible, as
specified in the GoldenSelect management agreement.
(b) For the services to be provided by TSSG pursuant to this
Agreement, DSI will pay TSSG a fee at an annual rate equal
to a percentage of the aggregate value of the average daily
net assets of all the series identified on Schedule A.
These fees shall be computed and accrued daily and payable
monthly, on the basis shown on Schedule C to this Agreement.
(c) For each Series identified on Schedule A, the fee for the
period from the date at which TSSG becomes the
Administrator and Accounting Services Agent record for that
series, shall be prorated according to the proportion that
such period bears to the full monthly period. For
any additional series added to Schedule A after the date of
this Agreement, the fee due to TSSG shall be prorated in
accordance with this system. The proration period shall be
the period between the date the series is added to Schedule
A and the end of the month in which that date falls. Upon
any termination of this Agreement before
the end of any month, the fee for such part of a month shall be
prorated according to the proportion which such period bears to
the full monthly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining
fees payable to TSSG, the value of the Trust's net assets
shall be computed at the times and in the manner specified
in the Registration Statement.
(d) DSI will compensate TSSG for its services rendered pursuant
to this Agreement in accordance with the fees set forth in
Schedule C. Such fees do not include out-of-pocket
disbursements of TSSG for which TSSG shall be entitled to
xxxx separately at its cost. Out-of-pocket disbursements
shall include the items specified in Schedule D,
annexed hereto and incorporated herein. The schedule may only
be modified by TSSG upon not less than thirty days' prior
written notice to DSI for out-of-pocket disbursements incurred
specifically for the administration of this contract on behalf
of DSI and which fall outside of TSSG's normal cost of
operations.
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5. Limitation of Liability.
(a) TSSG shall exercise reasonable care in connection with its
responsibilities under this Agreement. TSSG shall not be liable
for any error of judgment or for any loss suffered by DSI, Golden
American or The Trust in connection with the performance of its
obligations and duties under this Agreement, except a loss or
damages resulting from TSSG's misfeasance, malfeasance,
nonfeasance, or negligence in the performance of such obligations
and duties or by reason of its disregard thereof. TSSG shall
indemnify and hold harmless DSI, the Trust, and Golden American
for any damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand,
action or suit resulting from the misfeasance, malfeasance,
nonfeasance or negligence of TSSG in the performance of TSSG's
obligations or duties or by reason of its disregard thereof.
(b) DSI will indemnify TSSG against and hold it harmless from any
and all losses, claims, damages, liabilities or expenses
(including reasonable counsel and fees and expenses) resulting
from any claim, demand, action or suit not resulting from the
misfeasance, malfeasance, nonfeasance or negligence of TSSG or
the failure of TSSG to exercise reasonable care in the
performance of such obligations and duties or by reason of
its disregard thereof.
(c) The indemnifying party, on its own or upon the request of the
indemnified party, shall retain counsel reasonably satisfactory to
the indemnified party to represent the indemnified party and any
others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have
the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless
(1) the indemnifying party and the indemnified party shall have
mutually agreed to the retention of such counsel or (ii) the named
parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party
representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interest between
them. The indemnifying party shall not be liable for any settlement
of any proceeding effected without its written consent but if settled
with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from
and against such settlement or judgment.
6. Term and Termination
(a) This Agreement shall be effective on the date first written
above and shall continue for a period of three (3) years (the
"Initial Term"), unless earlier terminated pursuant to the terms of
this Agreement, and shall continue from year-to-year thereafter with
respect to the Trust so long as such continuance is specifically
approved at least annually by vote of the majority of the Board of
Trustees.
(b) Any party may terminate this Agreement, upon cause, not less
than ninety (90) days or more than one hundred eighty (180) days
prior written notice to the other party.
5
(c) Notwithstanding the provisions of Sections 6(a) and 6(b) hereof,
this Agreement shall be coterminus with the GoldenSelect Management
Agreement.
(d) In the event a termination notice is given by DSI, all expenses
associated with movement of records and materials and conversion
thereof will be borne at cost by DSI.
7. Amendment to this Agreement. No provision of this Agreement may
be changed, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement
of the change, discharge of termination is sought.
8. Miscellaneous.
(a) Any notice of other instrument authorized or required by this
Agreement to be given in writing to DSI or TSSG shall be sufficiently
given if addressed to the party and received by it at its office set
forth below or at such other place as it may from time to time
designate in writing.
To DSI:
Directed Services, Inc.
000 Xxxx Xxxxxx, 00 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxx Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx, Esq.
To TSSG:
The Shareholder Services Group. Inc.
Exchange Place - 025-004B
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxx, Esq.
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable without the
written consent of the other party.
(e) This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts.
(d) This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and which
collectively shall be deemed to constitute only one instrument.
(e) The captions of 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.
9. Confidentiality. All books, records, information and data
pertaining to the business of the Trust that are exchanged or
received pursuant to the performance
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of TSSG's duties under this
Agreement shall remain confidential and shall not be voluntarily
disclosed to any other person, except as specifically authorized by
the Trust or by DSI, or as may be required by law.
10. Trust Obligation. A copy of the Trust's Agreement and
Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts and notice is hereby given that the
Agreement has been executed on behalf of the Trust by an officer of
the Trust in his or her capacity as trustee and not individually.
The obligations of this Agreement shall only be binding on the assets
and property of the Trust and shall not be binding on any Trustee,
officer, or shareholder of the Trust individually.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be duly executed and delivered by their duly authorized
officers of the date first written above.
THE SHAREHOLDER SERVICES GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Division
Manager
DIRECTED SERVICES, INC.
By: /s/ Xxxx Xxx Xxxxxxxxx
----------------------------------
Name: Xxxx Xxx Xxxxxxxxx
Title: Senior Vice President
THE GCG TRUST
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
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SCHEDULE A
SERIES OF THE GCG TRUST
Series Effective Date
Multiple Allocation Series January 1, 1994
Fully Managed Series January 1, 1994
Limited Maturity Bond January 1, 1994
Series
Natural Resources Series January 1, 1994
Real Estate Series January 1, 1994
All-Growth Series January 1, 1994
Liquid Asset Series January 1, 1994
Capital Appreciation Series January 1, 1994
Rising Dividends Series January 1, 1994
Emerging Markets Series January 16, 1994
Market Manager Series January 1, 1994
Value Equity Series January 1, 1994
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SCHEDULE B
FUND ACCOUNTING FUNCTIONS
o FINANCIAL ACCOUNTING AND RECORDKEEPING
o Maintenance of Fund's accounting records.
o Journalizing the investment, capital share and income and
expense activities.
o Maintaining individual ledgers and tax lots for investment
holdings.
o Posting to and preparing the Fund's Balance Sheet and Statement
of Operations.
o Determining the Fund's net income, capital gains and losses, and
foreign exchange gains and losses.
o Determining the Fund's dividend distribution.
o Computing the net asset value of the Fund and disseminating to
recipients designated by DSI.
o PRICING AND CORPORATE ACTIONS
o Obtaining security market quotes and exchange rates from
appropriate pricing services.
o Calculating the market value and the cost value of the
investment holdings.
o Determining the appreciation/depreciation of the Fund's
portfolio.
o Determining the applicable foreign exchange gains and losses on
the Fund's payables and receivables.
o Researching and recommending portfolio accounting and tax
treatment for unique security types.
o Transmitting or mailing various portfolio management reports to
the investment advisor of the Fund.
o DAILY INTERFACE WITH ADVISOR AND GLOBAL CUSTODIAN
o Coordinating with the Custodian to ensure that advisors receive
beginning local and U.S. currency balances available for investment
purposes.
o Verifying investment buy/sell trade tickets upon receipt from
the investment advisor.
o Reconciling investment transactions, holdings, and cash with the
custodian.
o Providing tax lot detail of the Fund's portfolio holdings.
9
ADMINISTRATIVE FUNCTIONS
COMPLIANCE
o Monitoring compliance of the Fund with Subchapter M of the
Internal Revenue Code to determine its status as a Regulated
Investment Company.
o Monitoring compliance of the Fund with Section 817(h) of the
Internal Revenue Code.
o Assistance in developing corrective measures should such
measures be required, before the expiration of any 30 day window
period.
FINANCIAL REPORTING
o Preparing Annual and Semi-Annual Shareholders Reports including:
Schedule of Investments
Financial Statements
Supplementary Per Share Information
All required footnotes
o Prepare Monthly Financial Statement
o Quarterly presentation to Fund's Board of Directors
o Calculating and disseminating Fund performance data such as 7
and 30-day yields, total returns, expense ratios, and weighted
average maturity.
o Coordinating printing of shareholder reports and their filing
with the SEC.
o Communicating all relevant statistical information to the
applicable reporting service, including, but not limited to, Lipper,
Morningstar and ICI.
REGISTRATION AND REPORTING FOR COMPANIES REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940
o Assist in the preparation of the annual filing of the Fund's
Registration Statement N-1A, including providing all financial
related information.
o N-SAR Filings
Preparing Semi-Annual Reports with the SEC on Form N-SAR
File N-SAR electronically with the SEC via the XXXXX system
o Filing 24(e)-2 and (f)-2 notices with the SEC relating to the
registration of proceeds from Fund shares sold.
10
o Attending all board meetings and making the required
presentations.
TAXES
o Preparation of Federal income tax return
o Preparation of any required state income/franchise tax returns
o Determining and recommending required amount of distribution
from ordinary income and capital gains to avoid Federal income tax.
o Monitoring custodian to ensure tax reclaims are collected on a
timely basis.
o SUPPORT SERVICES
o Acting as liaison with the Fund's independent public accountants
and providing account analyses, fiscal year summaries, and other
audit related schedules.
o Providing accounting and tax support for all aspects of a Fund's
operation including the effects of any change in the Fund's
structure.
11
SCHEDULE C
TSSG COMPENSATION
A CHARGES (Excluding the Market Manager Series)
First $1 billion of net assets 6 Basis Points
Next $1 billion of net assets 5 Basis Points
Next $1 billion of net assets 4 Basis Points
Next $7 billion of net assets 1 Basis Point
Excess over $10 billion 0.8 Basis Point
In computing these charges, "net assets" shall mean the value of
the average daily net assets of all the series identified on Schedule
A and Separate Account D (excluding the Market Manager Series). DSI
will pay a percentage of the total charges equal to the portion of
total average daily net assets that the series identified on Schedule
A represent; and Separate Account D will pay percentages of the
total charges equal to their respective portions of the total average
daily net assets per their separate agreements. Net assets for
future series established for The GCG Trust and other regulated
investment companies administered by DSI or its affiliates will be
incorporated into Schedule A for purposes of calculating total
charges.
B CHARGES (For the Market Manager Series)
Market Manager will be priced at the lower of:
1) The additional charge that would be incurred if Market Managers
were included in Schedule A; or
2) Assets priced separately according to the following fee table:
First $500 million of net assets 4 Basis Points
Excess of $500 million of net assets 2 Basis Points
C OUT-OF POCKET EXPENSES
1) Securities valuation (pricing) services.
2) Travel to and from Board Meetings for individuals other than
Trust officers.
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SCHEDULE D
SIGNIFICANT EVENTS
One or more of the following significant events will allow DSI,
upon its discretion, to exercise without penalty, the ninety day
termination clause as referenced in Section 6(b) of this Agreement
within one year of occurrence of the event.
- Divestiture of a controlling interest by First Data Corporation
(FDC) in TSSG or its fund accounting operations.
- Acquisition of a controlling interest in FDC by any person or
entity.
- Reduction in FDC's debt-rating to below investment grade, two
consecutive years of operating losses, or any contingent legal action
or other event which threatens the solvency of FDC or TSSG.
- 30% reduction in the $41.8 billion asset base serviced by TSSG's
fund accounting operations due to a decline in clients serviced and
not a drop in market value of the asset base.
- Failure of FDC/TSSG to maintain adequate liability insurance as
represented in its response to the Request for Proposal for Golden
American Life Insurance Company, dated August 26, 1994.
PERFORMANCE STANDARDS
o Violation of one or more of the following performance standards
will allow DSI, upon notice, to exercise without penalty, the ninety
day termination clause as referenced in Section 6(b) of this
Agreement.
o Errors or delays not solely attributable to TSSG will not be
counted towards the measurement of performance.
o All percentages will be calculated on a semi-annual basis for
the six months ending June 30 and December 31.
A. Daily NAV Computations:
Completed by 6:00 PM more than 98% of the time
99.5% or better accuracy rate
No NAV errors solely attributable to TSSG shall go undetected
more than 48 hours.
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B. Daily Accounting: 99.5% or better accuracy rate:
Complete and accurate daily posting of capital stock activity.
Production of an accurate trial balance and supporting reports.
C. Financial Reporting and SEC Filings:
Completed within two business days of a schedule agreed to in
advance by TSSG and DSI, and free from any error or delays that
cause the Trust to miss any filing deadline.
Resolution of any management letter comments as provided by the
Trust's independent auditors in their evaluation of the system
of internal controls by the dates agreed to by TSSG and the
Fund's auditors.
D. Pricing:
Securities will be priced accurately according to the
requirements of the "1940 Act," as well as the policies set by
the Board of Trustees at least 99.5% of the time.
E. Taxes:
Distributions prepared and executed according to the
requirements of the 1986 Internal Revenue Code, as amended, and
related regulations, resulting in no income tax payable from
undistributed investment company taxable income.
All required federal and state returns prepared in compliance
with relevant laws, by their required filing dates, with
extensions, including reasonable time for DSI review.
F. Compliance:
Monthly preparation and analysis of tests that determine the
Series' compliance with Sec. IRS, and prospectus requirements
regarding the type, quantity and diversification of the Trust's
assets and income.
Prompt communication of test results to DSI, at least five
business days prior to the expiration of any quarterly window
period.
Identify new compliance issues that may affect the Trust no
later than the next monthly compliance report.
G. Performance Data:
Providing required performance data to outside services (i.e.,
Lipper, Morningstar) by their respective due dates.
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H. Other Services
Timely and accurate preparation of financial statements and
other reports for presentation to the Trust's Board or DSI's
management.
I. Historical Financial Records
Maintenance of historical financial records as required by the
"1940 Act" and Internal Revenue Code or other regulatory bodies.
15
AMENDMENT NO. 1 TO THE
ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
This Amendment No. 1 dated as of November 1, 1997, is entered
into by DIRECTED SERVICES, INC. ("DSI"), THE GCG TRUST (the "Trust")
and FIRST DATA INVESTOR SERVICES GROUP, INC. ("Investor Services
Group") (formerly known as The Shareholder Services Group, Inc.).
WHEREAS, DSI, the Trust and Investor Services Group entered into
an Administration and Fund Accounting Agreement dated as of January
1, 1995 (the "Agreement");
WHEREAS, DSI, the Trust and Investor Services Group wish to
amend the Agreement to amend certain provisions of the Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, hereby agree as follows:
I. All capitalized terms used and not otherwise defined shall have
the meanings ascribed to them in the Agreement.
II. The Fee Schedule attached to the Agreement as Schedule C is
hereby deleted in full and replaced with the attached Schedule C.
III. Except to the extent amended hereby, the Agreement shall remain
unchanged and in full force and effect and is hereby ratified and
confirmed in all respects as amended hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment
No. 1 as of the date and year first written above.
DIRECTED SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
THE GCG TRUST
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
FIRST DATA INVESTOR SERVICES GROUP, INC.
By:/s/ Xxxxx Xxx
---------------------------------
SCHEDULE C
INVESTOR SERVICES GROUP COMPENSATION
A. CHARGES
Complex Average Net Assets
First $2 billion of average net assets 5.0 Basis Points
From $2 to $3 billion of average net assets 3.5 Basis Points
From $3 to $10 billion of average net assets 2.0 Basis Points
Excess over $10 billion of average net assets 1.0 Basis Points
Minimum Fee for the complex $1,000,000 per annum
(for each new Series generated, the minimum fee will increase by
$30,000 per annum)
A $3,000 fee will apply to each additional share class per annum
In computing these charges, "net assets" shall mean the value of
the average daily net assets of the "Complex." The "Complex" shall
be defined as all portfolios or series of The GCG Funds Trust, The
Market Manager Series and The Equi-Select Series Trust.
B. OUT-OF-POCKET EXPENSES
-Securities valuation (pricing) services
-Travel to and from Board Meetings outside the city of Boston
(subject to the prior approval of DSI)
-Postage for Board meeting materials and other materials to the
Trust's Board members and service providers (including overnight or
other courier services)
-Telephone and telecommunication charges (including fax) with
respect to communications with the Trust's Trustees, officers and
service providers
-Duplicating charges with respect to filings with Federal and
state authorities and Board meeting materials
-Courier services
-Forms and supplies for preparation of Board meeting and other
materials for the Trust
-Programming costs for special requests at a rate of $100 per
hour
-Any other unusual expenses in association with services such as
excessive duplicating charges
