EXHIBIT d(1)(A)
MANAGEMENT AGREEMENT
AS AMENDED MAY 24, 2002
Agreement dated October 24, 1997, as amended May 24, 2002, between The GCG
Trust ("Trust"), a Massachusetts business trust, and Directed Services, Inc.
("Manager"), a New York corporation (the "Agreement").
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the" 1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest in
separate series with 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
WHEREAS, the Trust desires to avail itself of the services of the Manager
for the provision of advisory, management, administrative, and other services
for the Trust; and
WHEREAS, the Manager is willing to render such services to the Trust.
Therefore, in consideration of the premises, the promises and mutual
covenants herein contained, it is agreed between the parties as follows:
1. APPOINTMENT. The Trust hereby appoints the Manager, subject to the
direction of the Board of Trustees, for the period and on the terms set
forth in this Agreement, to provide advisory, management, administrative,
and other services, as described herein, with respect to the Series
identified on Schedule A, such series together with all other series
subsequently established by the Trust with respect to which the Trust
desires to retain the Manager to render advisory, management,
administrative, and other services hereunder and with respect to which the
Manager is willing to do so being herein collectively referred to as the
"Series."
The Manager accepts such appointment and agrees to render the services
herein set forth for the compensation herein provided. In the event the
Trust establishes one or more series other than the Series with respect to
which it desires to retain the Manager to render advisory, management,
administrative, and other services hereunder, it shall notify the Manager
in writing. If the Manager is willing to render such services it shall
notify the Trust in writing, whereupon such series shall become a Series
hereunder,
Subject to the approval of the Board of Trustees of the Trust, the
Manager is authorized to enter into portfolio management agreements with
other registered investment advisers to serve as investment sub-advisors,
whether or not affiliated with the Manager (each a "Portfolio Manager").
The Manager will continue to have responsibility for all services furnished
pursuant to any subadvisory agreement (each a "Portfolio Management
Agreement"). The Trust and Manager understand and agree that the Manager
may manage each Series in a "manager-of-managers" style with either a
single or multiple portfolio managers, which contemplates that the Manager
will, among other things and pursuant to an Order issued by the Securities
and Exchange Commission (SEC): (i) continually evaluate the performance of
the Portfolio Managers to the Trust; and (ii) periodically make
recommendations to the Trust's Board regarding the results of its
evaluation and monitoring functions. The Trust recognizes that, subject to
the approval of the Board of Trustees of the Trust, a portfolio manager's
services may
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be terminated or modified and that the Manager may appoint a new Portfolio
Manager for a Series, subject to an applicable SEC Order.
2. SERVICES OF THE MANAGER. The Manager represents and warrants that it
is registered as an investment adviser under the Investment Advisers Act of 1940
and in all states where required, and will maintain such registration for so
long as required by applicable law. Subject to the general supervision of the
Board of Trustees of the Trust, the Manager shall provide the following
advisory, management, administrative, and other services with respect to the
Series:
(a) Provide general, overall advice and guidance with respect to the
Series and provide advice and guidance to the Trust's Trustees, and oversee
the management of the investments of the Series and the composition of each
Series' portfolio of securities and investments, including cash, and the
purchase, retention and disposition thereof, in accordance with each
Series' investment objective or objectives and policies as stated in the
Trust's current registration statement, which management shall be provided
by Portfolio Managers selected by the Manager and approved by the Board of
Trustees as provided below or directly by the Manager as provided in
Section 3 of this Agreement;
(b) Analyze, select and recommend for consideration by the Trust's
Board of Trustees Portfolio Managers (however organized) to provide
investment advice to one or more of the Series, and, at the expense of the
Manager, engage (which engagement may also be by the Trust) such Portfolio
Managers to render investment advice and manage the investments of such
Series and the composition of each such Series' portfolio of securities and
investments, including cash, and the purchase, retention and disposition
thereof, in accordance with the Series' investment objective or objectives
and policies as stated in the Trust's current registration statement;
(c) Periodically monitor and evaluate the performance of the
Portfolio Managers with respect to the investment objectives and policies
of the Series;
(d) Monitor the Portfolio Managers regarding their providing services
in a manner that assures each Series' compliance with the investment
objective or objectives, policies and restrictions of each Series, the 1940
Act, Subchapter M of the Internal Revenue Code, Section 817(h) of the
Internal Revenue Code, and if applicable, regulations under such
provisions, and other applicable law;
(e) If appropriate, analyze and recommend for consideration by the
Trust's Board of Trustees termination of a contract with a Portfolio
Manager under which the Portfolio Manager provided investment advisory
services to one or more of the Series;
(f) Supervise Portfolio Managers with respect to the services that
such Portfolio Managers provide under respective portfolio management
agreements ("Portfolio Management Agreements"), although the Manager is not
authorized, except as provided in Section 3 of the Agreement, directly to
make determinations with respect to the investment of a Series' assets or
the purchase or sale of portfolio securities or other investments for a
Series;
(g) Provide all supervisory, management, and administrative services
reasonably necessary for the operation of the Series other than any
investment advisory services performed by the Portfolio Managers, including
but not limited to, (i) coordinating all matters relating to the operation
of the Series, including any necessary coordination among the Portfolio
Managers, custodian, transfer agent, dividend disbursing agent, and
portfolio accounting agent (including pricing and valuation of the Series'
portfolios), accountants, attorneys, and other parties performing services
or operational functions for the Trust, (ii) providing the Trust and the
Series, at the Manager's expense, with the services of a sufficient number
of persons competent to
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perform such administrative and clerical functions as are necessary to
ensure compliance with federal securities laws and to provide effective
supervision and administration of the Series; (iii) maintaining or
supervising the maintenance by third parties selected by the Manager of
such books and records of the Trust and the Series as may be required by
applicable federal or state law; (iv) preparing or supervising the
preparation by third parties selected by the Manager of all federal, state,
and local tax returns and reports relating to the Series required by
applicable law; (v) preparing and filing and arranging for the distribution
of proxy materials and periodic reports to shareholders of the Series as
required by applicable law; (vi) preparing and arranging for the filing of
registration statements and other documents with the Securities and
Exchange Commission (the "SEC") and other federal and state regulatory
authorities as may be required by applicable law; (vii) taking such other
action with respect to the Trust as may be required by applicable law in
connection with the Series, including without limitation the rules and
regulations of the SEC and other regulatory agencies; and (viii) providing
the Trust, at the Manager's expense, with adequate personnel, office space,
communications facilities, and other facilities necessary for operation of
the Series as contemplated in this Agreement;
(h) Provide or procure on behalf of the Trust and the Series, and at
the expense of the Manager unless noted otherwise in this Agreement, the
following services for the Series: (i) custodian services to provide for
the safekeeping of the Series' assets; (ii) portfolio accounting services
to maintain the portfolio accounting records for the Series; (iii) transfer
agency services for the Series; (iv) dividend disbursing services for the
Series, and (v) other services necessary for the ordinary operation of the
Series. The Trust may, but is not required to, be a party to any agreement
with any third person contracted to provide the services referred to in
this Section 2(h);
(i) Render to the Board of Trustees of the Trust such periodic and
special reports as the Board may reasonably request; and
(j) Make available its officers and employees to the Board of
Trustees and officers of the Trust for consultation and discussions
regarding the administration and management of the Series and services
provided to the Trust under this Agreement.
3. INVESTMENT MANAGEMENT AUTHORITY. In the event that a Portfolio
Management Agreement pertaining to a Series is terminated or if, at any time, no
Portfolio Manager is engaged to manage the assets of a Series of the Trust, then
with respect to any such Series, the Manager, subject to the supervision of the
Trust's Board of Trustees, will provide a continuous investment program for the
Series' portfolio and determine the composition of the assets of the Series'
portfolio, including determination of the purchase, retention, or sale of the
securities, cash, and other investments contained in the portfolio. The Manager
will provide investment research and conduct a continuous program of evaluation,
investment, sales, and reinvestment of the Series' assets by determining the
securities and other investments that shall be purchased, entered into, sold,
closed, or exchanged for the Series, when these transactions should be executed,
and what portion of the assets of the Series should be held in the various
securities and other investments in which it may invest, and the Manager is
hereby authorized to execute and perform such services on behalf of the Series.
To the extent permitted by the investment policies of the Series, the Manager
shall make decisions for the Series as to foreign currency matters and make
determinations as to, and execute and perform, foreign currency exchange
contracts on behalf of the Series. The Manager will provide the services under
this Agreement in accordance with the Series' investment objective or
objectives, policies, and restrictions as stated in the Trust's Registration
Statement filed with the SEC, as amended. Furthermore:
(a) The Manager will (1) take all steps necessary to manage the
Series so that it will qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code, (2) take all steps necessary to
manage the Series so as to ensure compliance by the Series with the
diversification requirements of Section 817(h) of the Internal Revenue Code
and regulations
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issued thereunder, and (3) use reasonable efforts to manage the Series so
as to ensure compliance by the Series with any other rules and regulations
pertaining to investment vehicles underlying variable annuity or variable
life insurance policies. In managing the Series in accordance with these
requirements, the Manager shall be entitled to receive and act upon advice
of counsel to the Trust or counsel to the Manager.
(b) The Manager will conform with the 1940 Act and all rules and
regulations thereunder, all other applicable federal and state laws and
regulations, with any applicable procedures adopted by the Trust's Board of
Trustees, and the provisions of the Registration Statement of the Trust
under the Securities Act of 1933 and the 1940 Act, as supplemented or
amended.
(c) On occasions when the Manager deems the purchase or sale of a
security to be in the best interest of the Series as well as any other
investment advisory clients, the Manager may, to the extent permitted by
applicable laws and regulations, but shall not be obligated to, aggregate
the securities to be so sold or purchased with those of its other clients
where such aggregation is not inconsistent with the policies set forth in
the Registration Statement. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction,
will be made by the Manager in a manner that is fair and equitable in the
judgment of the Manager in the exercise of its fiduciary obligations to the
Trust and to such other clients.
(d) In connection with the purchase and sale of securities of the
Series, the Manager will arrange for the transmission to the custodian for
the Trust on a daily basis, of such confirmation, trade tickets, and other
documents and information, including, but not limited to, Cusip, Sedol, or
other numbers that identify securities to be purchased or sold on behalf of
the Series, as may be reasonably necessary to enable the custodian to
perform its administrative and record keeping responsibilities with respect
to the Series. With respect to portfolio securities to be purchased or sold
through the Depository Trust Company, the Manager will arrange for the
automatic transmission of the confirmation of such trades to the Trust's
custodian.
(e) The Manager will assist the custodian or portfolio accounting
agent for the Trust in determining, consistent with the procedures and
policies stated in the Registration Statement for the Trust, the value of
any portfolio securities or other assets of the Series for which the
custodian or portfolio accounting agent seeks assistance or review from the
Manager. The Manager will monitor on a daily basis the determination by the
custodian or portfolio accounting agent for the Trust of the value of
portfolio securities and other assets of the Series and the determination
of net asset value of the Series.
(f) The Manager will make available to the Trust, promptly upon
request, all of the Series' investment records and ledgers as are necessary
to assist the Trust to comply with requirements of the 1940 Act and the
Investment Advisers Act of 1940, as well as other applicable laws. The
Manager will furnish to regulatory authorities having the requisite
authority any information or reports in connection with such services which
may be requested in order to ascertain whether the operations of the Trust
are being conducted in a manner consistent with applicable laws and
regulations.
(g) The Manager will regularly report to the Trust's Board of
Trustees on the investment program for the Series and the issuers and
securities represented in the Series' portfolio, and will furnish the
Trust's Board of Trustees with respect to the Series such periodic and
special reports as the Trustees may reasonably request.
(h) The Manager will not disclose or use any records or information
obtained pursuant to this Agreement (excluding investment research and
investment advice) in any manner whatsoever except as required to carry out
its duties as investment manager and
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administrator pursuant to this Section 3 or in the ordinary course of
business in connection with placing orders for the purchase and sale of
securities, and will keep confidential any information obtained pursuant to
this Agreement, and disclose such information only if the Board of Trustees
of the Trust has authorized such disclosure, or if such disclosure is
expressly required by applicable federal or state law or regulations or
regulatory authorities having the requisite authority.
(i) In rendering the services required under this Section of this
Agreement, the Manager may, from time to time, employ or associate with
itself such person or persons as it believes necessary to assist it in
carrying out its. obligations under this Agreement. The Manager shall be
responsible for making reasonable inquires and for reasonably ensuring that
any employee of the Manager, any person or firm that the Manager has
employed or with which it has associated, or any employee thereof has not,
to the best of the Manager's knowledge, in any material connection with the
handling of Trust assets:
(i) been convicted, in the last ten (10) years, of any felony
or misdemeanor arising out of conduct involving
embezzlement, fraudulent conversion, or misappropriation
of funds or securities, or involving violations of
Sections 1341,1342, or 1343 of Xxxxx 00, Xxxxxx Xxxxxx
Code; or
(ii) been found by any state regulatory authority, within the
last ten (10) years, to have violated or to have
acknowledged violation of any provision of any state
insurance law involving fraud, deceit, or knowing
misrepresentation; or
(iii) been found by any federal or state regulatory authorities,
within the last ten (10) years, to have violated or to
have acknowledged violation of any provisions of federal
or state securities laws involving fraud, deceit, or
knowing misrepresentation.
(j) In connection with its responsibilities under this Section 3, the
Manager is responsible for decisions to buy and sell securities and other
investments for the Series' portfolio, broker-dealer selection, and
negotiation of brokerage commission rates. The Manager's primary
consideration in effecting a security transaction will be to obtain the
best execution for the Series, taking into account the factors specified in
the Prospectus and/or Statement of Additional Information for the Trust,
which include price (including the applicable brokerage commission or
dollar spread), the size of the order, the nature of the market for the
security, the timing of the transaction, the reputation, experience and
financial stability of the broker- dealer involved, the quality of the
service, the difficulty of execution, execution capabilities and
operational facilities of the firms involved, and the firm's risk in
positioning a block of securities. Accordingly, the price to the Series in
any transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified, in the judgment of
the Manager in the exercise of its fiduciary obligations to the Trust, by
other aspects of the portfolio execution services offered. Subject to such
policies as the Board of Trustees may determine and consistent with Section
28(e) of the Securities Exchange Act of 1934, the Manager shall not be
deemed to have acted unlawfully or to have breached any duty created by
this Agreement or otherwise solely by reason of its having caused the
Series to pay a broker-dealer for effecting a portfolio investment
transaction in excess of the amount of commission another broker-dealer
would have charged for effecting that transaction, if the Manager or its
affiliate determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker-dealer, viewed in terms of either that particular
transaction or the Manager's or its affiliate's overall responsibilities
with respect to the Series and to their other clients as to which they
exercise investment discretion. To the extent consistent with these
standards and in accordance with Section 1l(a) of the Securities and
Exchange Act of 1934 and
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Rule 11a2-2(T) thereunder, the Manager is further authorized to allocate
the orders placed by it on behalf of the Series to the Manager if it is
registered as a broker-dealer with the SEC, to its affiliated
broker-dealer, or to such brokers and dealers who also provide research or
statistical material or other services to the Series, the Manager or an
affiliate of the Manager. Such allocation shall be in such amounts and
proportions as the Manager shall determine consistent with the above
standards, and the Manager will report on said allocation regularly to the
Board of Trustees of the Trust indicating the broker-dealers to which such
allocations have been made and the basis therefor.
The Manager also may direct the Trust's Portfolio Managers to use their
best efforts (subject to obtaining best execution of each transaction) to
allocate a percentage of a Series' equity security transactions through
designated broker-dealers. The designated broker-dealers, in turn, will effect a
recapture of a portion of the brokerage commission (in the form of a credit to
the Series) to pay certain expenses of that Series.
4. CONFORMITY WITH APPLICABLE LAW. The Manager, in the performance of its
duties and obligations under this Agreement, shall act in conformity with the
Registration Statement of the Trust and with the instructions and directions of
the Board of Trustees of the Trust and will conform to, and comply with, the
requirements of the 1940 Act and all other applicable federal and state laws and
regulations.
5. EXCLUSIVITY. The services of the Manager to the Trust under this
Agreement are not to be deemed exclusive, and the Manager, or any affiliate
thereof, shall be free to render similar services to other investment companies
and other clients (whether or not their investment objectives and policies are
similar to those of any of the Series) and to engage in other activities, so
long as its services hereunder are not impaired thereby.
6. DOCUMENTS. The Trust has delivered properly certified or authenticated
copies of each of the following documents to the Manager and will deliver to it
all future amendments and supplements thereto, if any:
(a) certified resolution of the Board of Trustees of the Trust
authorizing the appointment of the Manager and approving the form of this
Agreement;
(b) the Registration Statement as filed with the SEC and any
amendments thereto; and
(c) exhibits, powers of attorney, certificates and any and all other
documents relating to or filed in connection with the Registration
Statement described above.
7. RECORDS. The Manager agrees to maintain and to preserve for the
periods prescribed under the 1940 Act any such records as are required to be
maintained by the Manager with respect to the Series by the 1940 Act. The
Manager further agrees that all records which it maintains for the Series are
the property of the Trust and it will promptly surrender any of such records
upon request.
8. EXPENSES. 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 actual costs associated with implementation of revenue generating
programs such as securities lending, directed brokerage and brokerage recapture
programs (consistent with best execution), and any other similar programs as
approved by the Board of Trustees, and except for such expenses as are (i) paid
directly by shareholders of the Trust pursuant to the Trust's Rule 12b-l
Distribution Plan or Shareholder Servicing Agreement; (ii) assumed by the Trust
under this Agreement; and (iii) assumed by a Portfolio Manager under its
Portfolio Management Agreement. The Manager further agrees to pay all salaries,
fees and expenses of any officer or trustee of the Trust who is an officer,
director or employee
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of the Manager or any of its affiliates. The Manager shall be responsible for
all of the expenses of its operations and for the following expenses:
(a) Expenses of all audits by the Trust's independent public accountants;
(b) Expenses of the Trust's transfer agent, registrar, dividend disbursing
agent, and shareholder record keeping services, net of any shareholder
service fees paid pursuant to the Trust's Shareholder Servicing Agreement;
(c) Expenses of the Trust's custodial services, including recordkeeping
services provided by the custodian; (d) Expenses of obtaining quotations
for calculating the value of each Series' net assets;
(e) Expenses of obtaining Portfolio Activity Reports and Analyses of
International Management reports (as appropriate) for each Series;
(f) Expenses of maintaining the Trust's tax records;
(g) Costs and/or fees incident to meetings of the Trust's shareholders,
the preparation and mailings of prospectuses and reports of the Trust to
its shareholders, the filing of reports with regulatory bodies, the
maintenance of the Trust's existence and qualification to do business, and
the registration of shares with federal and state securities or insurance
authorities;
(h) The Trust's ordinary legal fees, including the legal fees related to
the registration and continued qualification of the Trust's shares for
sale;
(i) Costs of printing stock certificates representing shares of the Trust;
(j) The Trust's pro rata portion of the fidelity bond required by Section
17(g) of the 1940 Act;
(k) Association membership dues;
(1) Organizational and offering expenses and, if applicable, reimbursement
(with interest) of underwriting discounts and commissions; and
(m) Distribution expenses net of Rule 12b-l distribution fees made
pursuant to the Trust's Rule 12b-l Distribution Plan for eligible
distribution-related expenses pursuant to such Plan.
The Trust shall be responsible for the following expenses:
(a) Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors,
stockholders, or employees of the Manager or an affiliate of the Manager;
(b) Taxes levied against the Trust;
(c) Brokerage fees and commissions in connection with the purchase
and sale of portfolio securities for the Trust;
(d) Costs, including the interest expense, of borrowing money;
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(e) Trustees' fees and expenses to Trustees who are not officers,
employees, or stockholders of the Manager, any Portfolio Manager, or any
affiliates of either; and
(f) Extraordinary expenses as may arise, including extraordinary
consulting expenses and extraordinary legal expenses incurred in connection
with litigation, proceedings, other claims (unless the Manager is
responsible for such expenses under Section 10 of this Agreement or a
Portfolio Manager is responsible for such expenses under the Section
entitled "Liability" of a Portfolio Management Agreement), and the legal
obligations of the Trust to indemnify its trustees, officers, employees,
shareholders, distributors, and agents with respect thereto; and
(g) Trustees and Officers Errors and Omissions Insurance coverage for
the Trustees who are not "interested persons" of the Trust as defined in
the 1940 Act.
9. COMPENSATION. For the services provided by the Manager pursuant to
this Agreement, the Trust will pay to the Manager a fee at an annual rate equal
to a percentage of the average daily net assets of each Series as shown on
Schedule B to this Agreement, net of any expense reductions realized through the
use of revenue generating programs such as securities lending, directed
brokerage and brokerage recapture programs (consistent with best execution), and
any other similar programs as approved by the Board of Trustees. This fee shall
be computed and accrued daily and payable as shown on Schedule B.
10. LIABILITY OF THE MANAGER. The Manager may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be required by the 1940 Act or the rules thereunder, neither the Manager nor its
stockholders, officers, directors, employees, or agents shall be subject to, and
the Trust will indemnify such persons from and against, any liability for, or
any damages, expenses, or losses incurred in connection with, any act or
omission connected with or arising out of any services rendered under this
Agreement, except by reason of willful misfeasance, bad faith, or gross
negligence in the performance of the Manager's duties, or by reason of reckless
disregard of the Manager's obligations and duties under this Agreement. Except
as may otherwise be required by the 1940 Act or the rules thereunder, neither
the Manager nor its stockholders, officers, directors, employees, or agents
shall be subject to, and the Trust will indemnify such persons from and against,
any liability for, or any damages, expenses, or losses incurred in connection
with, any act or omission by a Portfolio Manager or any of the Portfolio
Manager's stockholders or partners, officers, directors, employees, or agents
connected with or arising out of any services rendered under a Portfolio
Management Agreement, except by reason of willful misfeasance, bad faith, or
gross negligence in the performance of the Manager's duties under this
Agreement, or by reason of reckless disregard of the Manager's obligations and
duties under this Agreement.
11. CONTINUATION AND TERMINATION. This Agreement shall become effective on
the date first written above. Unless terminated as provided herein, the
Agreement shall continue in full force and effect for two (2) years from the
effective date of this Agreement, and shall continue from year to year
thereafter with respect to each Series so long as such continuance is
specifically approved at least annually (i) by the vote of a majority of the
Board of Trustees of the Trust, or (ii) by vote of a majority of the outstanding
voting shares of the Trust, in each case provided that continuance is also
approved by the vote of a majority of the Board of Trustees of the Trust who are
not parties to this Agreement or "interested persons" (as defined in the 0000
Xxx) of the Trust or the Manager, cast in person at a meeting called for the
purpose of voting on such approval. This Agreement may not be amended in any
material respect without a majority vote of the outstanding voting shares (as
defined in the 1940 Act). However, any approval of this Agreement by the holders
of a majority of the outstanding shares (as defined in the 0000 Xxx) of a Series
shall be effective to continue this Agreement with respect to such Series
notwithstanding (i) that this Agreement has not been approved by the holders of
a majority of the outstanding shares of any other Series or (ii) that this
Agreement has not been approved by the vote of a majority of the outstanding
shares of the Trust, unless such approval shall be required by any other
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applicable law or otherwise. This Agreement may be terminated by the Trust at
any time, without the payment of any penalty, by vote of a majority of the
entire Board of Trustees of the Trust or by a vote of a majority of the
outstanding voting shares of the Trust, or with respect to a Series, by vote of
a majority of the outstanding voting shares of such Series, on sixty (60) days'
written notice to the Manager, or by the Manager at any time, without the
payment of any penalty, on sixty (60) days' written notice to the Trust. This
Agreement will automatically and immediately terminate in the event of its
"assignment" (as described in the 1940 Act).
12. USE OF NAME. It is understood that the name or any derivative thereof
or logo associated with the name Directed Services, Inc. is the valuable
property of the Manager, and that the Trust and/or the Series have the right to
use such name (or derivative or logo) only so long as this Agreement shall
continue with respect to such Trust and/or Series. Upon termination of this
Agreement, the Trust (or Series) shall forthwith cease to use such name (or
derivative or logo) and, in the case of the Trust, shall promptly amend its
Agreement and Declaration of Trust to change its name (if such name is included
therein).
13. NOTICE. Notices of any kind to be given to the Manager by the Trust
shall be in writing and shall be duly given if mailed or delivered to the
Manager at 0000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000, or at such
other address or to such individual as shall be specified by the Manager to the
Trust. Notices of any kind to be given to the Trust by the Manager shall be in
writing and shall be duly given if mailed or delivered to 0000 Xxxxxxxx Xxxxx,
Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000, or at such other address or to such individual
as shall be specified by the Trust to the Manager.
14. TRUST OBLIGATION. A copy of the Trust's Amended and Restated 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 the Trustees of the Trust in their capacity as trustees
and not individually. The obligations of this Agreement shall only be binding
upon the assets and property of the Trust and shall not be binding upon any
trustee, officer, or shareholder of the Trust individually.
15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
16. APPLICABLE LAW.
(a) This Agreement shall be governed by the laws of the State of
Delaware, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Investment Advisers Act of 1940, or any
rules or order of the SEC thereunder.
(b) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the provisions
of this Agreement shall be deemed to be severable.
(c) The captions of this Agreement are included for convenience only
and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
THE GCG TRUST
By: -s- Xxxxxxxxx X. Xxxxx
Attest:
By: -s- Xxxxxxx Xxxx Title: Secretary
----------------------------
Title: Assistant Secretary
Attest: DIRECTED SERVICES, INC
By: -s- Xxxxxxxxx X. Xxxxx By: -s- Xxxxx X. Xxxxxxxx
---------------------------- ---------------------------
Title: General Counsel and Secretary Title Senior Vice President
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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:
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 Tollkeeper(SM) 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.
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 Tollkeeper(SM) Series
High Yield Series*
Managed Global Series
All Cap Series
Large Cap Value Series
Fundamental Growth Series
International Value Series
Global Franchise Series
Equity Growth Series
X.X. Xxxxxx Xxxxxxx Small Cap Equity Series
International Enhanced EAFE Series
Focus Value Series
Global Balanced Series*
ING Stock Index Series*
Fund For Life Series
* These Series have not yet commenced operations.
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
------ ----
Equity Income [formerly, Multiple Allocation], Fully 0.75% of first $750 mil
Managed, Hard Asset, Real Estate, Equity Opportunity Series;
Series (formerly, Capital Appreciation), Xxx Xxxxxx 0.70% of next $1.250 bi
Growth and Income (formerly, Rising Dividends)*, Value 0.65% of next $1.5 xxxx
Equity, Strategic Equity, and Capital Guardian Small 0.60% of amount in exce
Cap Series (formerly, Small Cap Series):
Limited Maturity Bond and Liquid Asset Series: 0.35% of first $200 mil
Series;
0.30% of next $300 mill
0.25% of amount in exce
Developing World Series: 1.50% of average daily
Managed Global Series: 1.00% of the first $500
0.80% on the amount in
Capital Growth Series [formerly, Growth & Income 0.85% of first $250 mil
Series] and Growth Series [formerly, Value + Growth Series;
Series]*: 0.80% of the next $400
0.75% of the next $450
0.70% of the amount in
Mid-Cap Growth, Total Return, and Research Series: 0.75% of first $250 mil
Series;
0.70% of the next $400
0.65% of the next $450
0.60% of the amount in
Core Bond Series [formerly, Global Fixed Income 0.75% of the first $100
Series]: 0.65% of the next $100
0.55% of the amount in
Investors Series and All Cap Series: 0.75% of first $500 mil
Series;
0.70% of next $250 mill
0.65% of next $500 mill
0.60% of amount in exce
Large Cap Value Series: 0.75% of first $500 mil
0.70% of next $250 mill
0.65% of next $500 mill
0.60% of amount in exce
Diversified Mid-Cap Series and Asset Allocation Growth 0.75% of first $500 mil
Series: Series;
0.70% of next $250 mill
0.65% of next $500 mill
0.60% of amount in exce
Special Situations Series and Janus Growth and Income 0.85% of first $250 mil
Series (formerly, Growth and Income Series) 0.80% of next $400 mill
0.75% of next $450 mill
0.70% of amount in exce
International Equity Series: 1.00% of the first $500
0.80% on the amount in
Internet Tollkeeper(SM) Series: 1.60% of the first $1 b
1.50% on the amount in
High Yield Series: 0.50%
Fundamental Growth Series and Focus Value Series: 0.80% of first $500 mi
0.75% of next $250 mill
0.70% of next $500 mill
0.65% of next $750 mill
and 0.60% thereafter
Global Franchise Series 1.00% of the first $250
0.90% of the next $250
0.75% thereafter
Global Balanced Series 1.00% of the first $75
0.85% of the next $75 m
0.80% of the next $75 m
0.75% thereafter
ING Stock Index Series 0.27%
Equity Growth Series 0.75% of first $250 mil
0.70% of next $250 mill
0.65% of the next $500
0.60% thereafter
X.X. Xxxxxx Xxxxxxx Small Cap Equity Series 0.90% of first $200 mil
0.85% of next $300 mill
0.80% of next $250 mill
0.75% thereafter
International Enhanced EAFE Series 1.00% of first $50 mill
0.95% of next $200 mill
0.90% of next $250 mill
0.85% thereafter
Fund For Life 0.25%
----------
* Directed Services, Inc. has agreed to a voluntary fee waiver of 0.05% of
assets in excess of $1.36 billion with respect to the Growth Series and in
excess of $842 million with respect to the Xxx Xxxxxx Growth and Income
Series through December 31, 2002.
X-x
APPENDIX B
DIRECTORS AND EXECUTIVE OFFICERS OF DSI
NAME TITLE
---- -----
Xxxxx X. Xxxxxxx Director and President of DSI since 1997.
Xxxxxxx X. Xxxxxxx Director of DSI since 1993.
Xxxx X. Xxxxxx Director of DSI since 2002
Xxxxx X. Xxxxxxxx Senior Vice President, Chief Compliance
Officer and Assistant Secretary of DSI since 1993.
Xxxxx X. Xxxxxxxxxxx Vice President and Treasurer of DSI since 2000.
Xxxxxxxx X. Xxxxx General Counsel and Secretary of DSI since 2002.
