AMENDMENT TO MANAGEMENT AGREEMENT
The Management Agreement (the "Agreement") between The GCG Trust (the
"Trust"), a Massachusetts business trust having its principal place of business
at 0000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000, and Directed Services, Inc.
("DSI" or the "Manager"), a New York corporation having its principal place of
business at 0000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000, dated October 24, 1997,
is hereby amended by the addition of the provisions set forth in this Amendment
to the Agreement, which is dated as of the 26th day of February, 2002.
RECITALS
A. The Trust and Manager are parties to that certain Management Agreement
between the Trust and DSI dated October 24, 1997, as amended (the "Agreement"),
wherein DSI is appointed as Manager of the Trust; and the Trust is solely
responsible for payment of all compensation due to the Manager for its services
thereunder.
B. The parties hereto desire to amend the terms of the Agreement in
accordance with Section 15 of the Investment Company Act of 1940, as amended,
pursuant to the terms of this Amendment.
C. This Amendment is intended to permit DSI to recover any expenses
incurred by it as Manager on behalf of the Trust through the implementation and
management of certain programs designed to increase Trust revenues.
D. Such revenue programs include securities lending, directed brokerage
and such other programs as determined by the Board of Trustees.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Amendment, it is agreed between the parties hereto as follows:
1. The first sentence of the first paragraph of Section 8 of the
Agreement shall be replaced in its entirety by the following
sentence:
"During the term of this Agreement, the Manager will pay all
expenses incurred by it in connection with its activities under
this Agreement, net of any expense reductions realized through
the use of revenue generating programs such as securities
lending, directed brokerage (consistent with best execution), and
any other programs as determined by the Board of Trustees, and
except for such expenses as are assumed by the Trust under this
Agreement and such expenses as are assumed by a Portfolio Manager
under its Portfolio Management Agreement."
2. This Amendment shall take effect with respect to the Series that
have commenced operations as of the date of this Amendment, as
set forth on Schedule A attached hereto, upon receipt of
shareholder approval.
3. This Amendment shall take effect with respect to any Series that
has not commenced operations as of the date of this Amendment on
the date that Series commences operations.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the date indicated.
THE GCG TRUST
By:__________________________
Title:_______________________
DIRECTED SERVICES, INC.
By:__________________________
Title:_______________________
SCHEDULE A
The Series of The GCG Trust, as described in the attached Management
Agreement, to which Directed Services, Inc. shall act as Manager are as follows:
Equity Income Series (formerly, Multiple Allocation Series)
Fully Managed Series
Limited Maturity Bond Series
Hard Assets Series
Real Estate Series
Liquid Asset Series
Capital Appreciation Series
Xxx Xxxxxx Growth and Income Series (formerly,
Rising Dividends Series)
Value Equity Series
Strategic Equity Series
Capital Guardian Trust Small Cap Series (formerly, Small Cap Series)
Mid-Cap Growth Series
Total Return Series
Research Series
Capital Growth Series (formerly, Growth & Income Series)
Growth Series (formerly, Value + Growth Series)
Core Bond Series (formerly, Global Fixed Income Series)
Developing World Series
International Equity Series
Investors Series
Diversified Mid-Cap Series
Asset Allocation Growth Series
Special Situations Series
Janus Growth and Income Series (formerly, Growth and Income Series)
Internet TollkeeperSM Series
High Yield Series*
Managed Global Series
All Cap Series
Large Cap Value Series
Fundamental Growth Focus Series*
International Value Series*
Global Franchise Series*
Equity Growth Series*
X.X. Xxxxxx Xxxxxxx Small Cap Equity Series*
International Enhanced EAFE Series*
* These Series have not commenced operations as of February 26, 2002.
