SHAREHOLDER SERVICES AGREEMENT
FOR THE GCGTRUST
Gentlepersons:
The GCG Trust (the "Trust" or "We"), a Massachusetts business trust registered
as a management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), in connection with classes of the Trust's separate
series of shares (the "Series") listed on the attached Schedule A, hereby
appoints Directed Services, Inc. (the "Administrator" or "You") to provide
shareholder services pursuant to this Shareholder Services Agreement (the
"Agreement").
1. In consideration of the provision of shareholder services and/or account
maintenance services to direct or indirect beneficial owners of Class A or
Class S Shares of the Series ("Service Shares"), We shall pay You a fee
periodically. Attached hereto as Schedule B is a list of certain types of
services which are contemplated to be provided in accordance with this
Agreement.
2. In consideration of the services under this Agreement, We agree to pay You
quarterly a service fee at an annual rate equal to twenty-five basis points
(0.25%) of the average daily net asset value of the Class A or Class S
Shares of each Series. For purposes of computing the payment to You under
this paragraph, the average daily net asset value of each Class of Shares
each quarter shall be computed by totaling each Series' holdings in that
Class (Class Share net asset value multiplied by total number of Class
Shares) on each business day during the quarter and dividing by the total
number of business days during such period. The payment to You under this
paragraph shall be calculated by the Trust at the end of each quarter and
will be paid to You within thirty (30) days thereafter.
3. We shall pay You the total of the fees calculated for each Series for any
period with respect to which such calculations are made within 45 days
after the close of such period.
4. We reserve the right to withhold payment with respect to any Class of
Shares purchased and redeemed or repurchased by the Trust within seven (7)
business days after the date of our confirmation of such purchase.
5. You shall furnish the Trust at least quarterly a written report as to (i)
the amounts paid by You pursuant to this Agreement, and (ii) the purposes
for which such expenditures were made, as well as any other information as
shall reasonably be requested by the Trustees.
6. Neither You nor any of your employees or agents are authorized to make any
representation concerning shares of the Trust except those contained in the
then-current Prospectus or annual or semi-annual reports to shareholders
for the Trust, and You shall have no authority to act as agent for the
Trust outside the parameters of this Agreement.
7. The Agreement may be terminated at any time without payment of any penalty
by vote of a majority of the Independent Trustees (as that term is defined
in the Prospectus for the Trust) on not more than sixty (60) days' written
notice.
8. The Agreement may not be assigned to any person who is not your affiliate
without our written consent.
9. You shall comply with all applicable state and Federal laws and the rules
and regulations of authorized regulatory agencies.
10. The Agreement and any Schedule hereto may not be revised except by mutual
written agreement between the parties and any material amendment to the
Agreement must be approved by a vote of a majority of the Independent
Trustees. This Agreement may be revised only upon 60 days' written notice
or upon such shorter notice as the parties may mutually agree.
11. All communications to the Trust shall be sent to:
0000 Xxxxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Attention: Chief Counsel
Any notice to You shall be sent to:
0000 Xxxxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Attention: Chief Counsel
12. This Agreement shall be construed in accordance with the laws of the State
of Delaware provided that nothing herein shall be construed in a manner
inconsistent with the Investment Company Act of 1940, as amended or the
rules or orders of the Securities and Exchange Commission thereunder, and
shall be interpreted and construed to further and promote the operation of
the Trust as an open-end investment company.
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as
of the 26th day of February, 2002.
SCHEDULE A
SCHEDULE OF SERIES
WITH RESPECT TO THE
SHAREHOLDER SERVICES PLAN
BETWEEN
THE GCG TRUST AND DIRECTED SERVICES, INC.
Equity Income Series (formerly, S, A
Multiple Allocation Series)
Fully Managed Series S, A
Limited Maturity Bond Series S, A
Hard Assets Series S, A
Real Estate Series S, A
Liquid Asset Series S, A
Capital Appreciation Series S, A
Xxx Xxxxxx Growth and Income Series (formerly, S, A
Rising Dividends Series)
Value Equity Series S, A
Strategic Equity Series S, A
Capital Guardian Trust Small Cap Series (formerly, S, A
Small Cap Series)
Mid-Cap Growth Series S, A
Total Return Series S, A
Research Series S, A
Capital Growth Series (formerly, S, A
Growth & Income Series)
Growth Series (formerly, S, A
Value + Growth Series)
Core Bond Series (formerly, S, A
Global Fixed Income Series)
Developing World Series S, A
International Equity Series S, A
Investors Series S, A
Diversified Mid-Cap Series S, A
Asset Allocation Growth Series S, A
Special Situations Series S, A
Janus Growth and Income Series (formerly, S, A
Growth and Income Series)
Internet TollkeeperSM Series S, A
High Yield Series* S, A
Managed Global Series S, A
All Cap Series S, A
Large Cap Value Series S, A
Fundamental Growth Focus Series* S, A
Focus Value Series* S, A
Global Franchise Series* S, A
Equity Growth Series* S, A
X.X. Xxxxxx Xxxxxxx Small Cap Equity Series* S, A
International Enhanced EAFE Series* S, A
* These Series have not commenced operations as of February 26, 2002.
SCHEDULE B
TO THE SHAREHOLDER SERVICES AGREEMENT RELATING
TO THE GCG TRUST
The types of shareholder services which may be compensated pursuant to the
Agreement include, but are not necessarily limited to, the following:
1. Teleservicing support in connection with existing investments in the
Portfolios;
2. Delivery and responding to inquiries respecting Trust prospectuses,
reports, notices, proxies and proxy statements and other information
respecting the Portfolios;
3. Facilitation of the tabulation of variable contract owners' votes in the
event of a meeting of Trust shareholders;
4. The conveyance of information relating to shares purchased and redeemed and
share balances to the Trust, its transfer agent, or You as may be
reasonably requested;
5. Provision of support services including providing information about the
Trust and its Portfolios and answering questions respecting the Trust and
its Portfolios, including questions respecting variable contract owners'
interest in one or more Portfolios; and
6. Provision of other services as may be agreed to from time to time.
