ADDENDUM 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 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and Directed Services, Inc. ("DSI"
or the "Manager"), a New York corporation having its principal place of business
at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, dated October 1, 1993, and amended
by an Addendum dated November 7, 1994, is hereby amended by the addition of the
provisions set forth in this Addendum to the Agreement, which is dated as of the
29th day of December, 1995:
WITNESSETH:
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest in separate series, each such series representing interests
in a separate portfolio of securities and other assets; and
WHEREAS, the Trust currently offers shares in multiple series, may offer
shares of additional series in the future, and intends to offer shares of
additional series in the future; and
WHEREAS, the Trust has subsequently established an additional series to be
designated as the Small Cap Series; and
WHEREAS, the Trust desires to appoint DSI as Manager for the Small Cap
Series, under the provisions set forth in the Agreement and in this Addendum to
the Agreement; and
WHEREAS, the Manager is willing to accept such appointment.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
1. In addition to its responsibilities as specified in the
Agreement, the Trust hereby appoints DSI to act as Manager
with respect to the Small Cap Series which, together with
all other Series previously established and listed on
Schedule A to the Agreement, shall be Series under the
Agreement as provided in paragraph one (1), subject to the
terms and conditions as specified in the Agreement,
including paragraph nine (9), "Compensation."
2. Schedule A to the Agreement shall be replaced with a new Schedule
A, a form of which is attached hereto.
3. Schedule B to the Agreement ("Compensation for Services to
Series") shall be replaced with a new Schedule B, a form of which
is attached hereto.
This Addendum shall take effect as of the date of its execution.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed on the date indicated.
THE GCG TRUST
By:
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Attest
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Title Title
DIRECTED SERVICES, INC.
By:
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Attest
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Title Title
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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:
Multiple Allocation Series
Fully Managed Series
Limited Maturity Bond Series
Natural Resources Series
Real Estate Series
All-Growth Series
Liquid Asset Series
Capital Appreciation Series
Rising Dividends Series
Emerging Markets Series
Market Manager Series
Value Equity Series
Strategic Equity Series
Small Cap Series
SCHEDULE B
COMPENSATION FOR SERVICES TO SERIES
For the services provided by Directed Services, Inc. (the "Manager") to the
following Series of The GCG Trust (the "Trust"), pursuant to the attached
Management Agreement, the Trust will pay the Manager a fee, payable monthly,
based on the average daily net assets of the Series at the following annual
rates of the average daily net assets of that Series.
Series Rate
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Multiple Allocation, Fully Managed, 1.00% of first $750 million;
Natural Resources, Real Estate, All- 0.95% of next $1.250
Growth, Capital Appreciation, Rising billion; 0.90% of next $1.5
Dividends Series, Value Equity, Strategic billion; and 0.85% of amount
Equity Series, and Small Cap Series: in excess of $3.5 billion
Limited Maturity Bond and Liquid Asset 0.60% of first $200 million;
Series: 0.55% of next $300 million;
and 0.50% of amount in excess
of $500 million
Emerging Markets Series: 1.50% of average daily net
assets
Market Manager Series: 1.0% of average daily net
assets
