[GCG Trust Letterhead]
October 2, 2000
The Bank of New York
Xxx Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Addendum to Custodian Agreement, dated as of August 1, 1999, between the
Bank of New York and the GCG Trust
Ladies and Gentlemen:
This letter agreement shall serve as an addendum to the Custodian
Agreement (the "Custodian Agreement"), dated as of August 1, 1999, between
the Bank of New York (the "Custodian") and GCG Trust (the "Fund"), on behalf
of each of its respective series portfolios listed on Appendix "A" hereto
(each a "Portfolio" and collectively, the "Portfolios"). This Addendum
shall also apply to any future Portfolio added to Appendix A in accordance
with the terms of the Custodian Agreement. Capitalized terms not otherwise
defined herein shall have the meanings specified in the Custodian Agreement.
Pursuant to an exemptive order granted by the Securities and Exchange
Commission to Fidelity Management & Research Company ("FMR") and various
registered investment companies and other investment accounts managed by FMR
and its affiliates on October 16, 1996, as amended on August 11, 1999, each
Portfolio may invest up to 25% of its total net assets in shares of certain
other open-end mutual funds managed by FMR or its affiliates or successors
as listed on Attachment 1 attached hereto as may be amended from time to time
(the "Central Funds"). The Fund, on behalf of each of the Portfolios, and the
Custodian hereby agree that the Custodian shall maintain custody of the
Portfolios' investments in Central Fund shares in accordance with the
following provisions:
1. Manner of Holding Central Fund Shares. Notwithstanding anything
in the Custodian Agreement to the contrary, the Custodian is hereby
authorized to maintain the shares of the Central Funds owned by the
Portfolios in book entry form directly with the transfer agent or
a designated sub-
transfer agent of each such Central Fund (a "Central
Fund Transfer Agent"), subject to and in accordance with the
following provisions:
a. Such Central Fund shares shall be maintained in separate custodian
accounts for each such Portfolio in the Custodian's name or nominee,
as custodian for such Portfolio.
b. The Custodian will implement appropriate control procedures (the
"Control Procedures") to ensure that (i) only authorized personnel
of the Custodian will be authorized to give instructions to a
Central Fund Transfer Agent in connection with a Portfolio's purchase
or sale of Central Fund shares, (ii) trade instructions sent to a
Central Fund Transfer Agent are properly acknowledged by the Central
Fund Transfer Agent, and (iii) the Central Fund Transfer Agent's
records of each Portfolio's holdings of Central Fund shares are
properly reconciled with the Custodian's records
1. Purchases of Central Fund Shares. Notwithstanding anything in the
Custodian Agreement to the contrary, upon receipt of Instructions,
the Custodian shall pay for and receive Central Fund shares purchased
for the account of a Portfolio, provided that (i) the Custodian shall
only send instructions to purchase such shares to the Central Fund's
transfer agent in accordance with the Control Procedures ("Purchase
Instructions") upon receipt of Instructions from FMR's trading
operations, and (ii) the Custodian shall release funds to the Central
Fund Transfer Agent only after receiving acknowledgement from the
Central Fund Transfer Agent that it has received the Purchase
Instructions.
2. Sales of Underlying Fund Shares. Notwithstanding anything in the
Custodian Agreement to the contrary, upon receipt of Instructions, the
Custodian shall release Central Fund shares sold for the account of a
Portfolio, provided that (i) the Custodian shall only send instructions
to sell such shares to the Central Fund Transfer Agent in accordance
with the Control Procedures ("Sell Instructions") upon receipt of
Instructions from FMR's trading operations, and (ii) such Sell
Instructions shall be properly confirmed by the Central Fund Transfer
Agent.
3. Fee Schedule. Notwithstanding the provisions of the fee schedule
currently in effect pursuant to the Custodian Agreement, the Custodian
will charge each Portfolio $3.00 for each transaction in Central Fund
shares by such Portfolio. All other account activity by the Portfolios
will be charges in accordance with the fee schedule in effect from time
to time in accordance with the terms of the Custodian Agreement,
provided that, notwithstanding anything herein to the contrary, the
Custodian will not
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charge any Asset Fee with respect to the assets of
the Portfolios invested in the Central Fund shares.
4. Other Provisions of the Custodian Agreement in Effect. The terms of
this Addendum apply solely to shares of the Central Funds held in
custody by the Custodian on behalf of the Portfolios. Notwithstanding
anything herein to the contrary, this Addendum shall have no force or
effect upon the terms and conditions of the Custodian Agreement, except
to the extent such terms and conditions are expressly modified or
supplemented by the provisions of this Addendum in respect of shares of
the Central Funds held by the Portfolios.
If you are in agreement with the foregoing, please execute the enclosed
counterpart to this letter and return it to the undersigned, whereupon this
letter shall become a binding Addendum to the Custodian Agreement, enforceable
by the Custodian and the Fund in accordance with its terms.
GCG Trust, on behalf of each of the
Portfolios identified on Appendix "A"
hereto
By ____________________________
Name:
Title:
Xxxxxx and Accepted as of the Date Hereof:
The Bank of New York
By: ________________________
Name:
Title:
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Appendix A
Applicable Portfolios of the GCG Trust
GCG Trust: Asset Allocation Growth Series
GCG Trust: Diversified Mid-Cap Series
Dated as of : October 2, 2000
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Attachment 1
Central Funds
-------------
Fund Portfolio
---- ---------
Fidelity Xxxxxxxx Street Trust Fidelity Money Market Central Fund
Fidelity Revere Street Trust Fidelity Cash Central Fund
Date as of : October 2, 2000
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