EXHIBIT (d)(2)(O)
AMENDMENT NO. 1
TO
SUBADVISORY AGREEMENT
This Amendment No.1, effective as of January 3, 2000, amends the Subadvisory
Agreement (the "Agreement"), dated February 26, 1999, among GCG Trust (the
"Trust"), a Massachusetts business trust, Directed Services, Inc. (the
"Manager"), a New York Corporation and A I M Capital Management, Inc. (the
"Sub-Adviser"), a Texas corporation.
W I T N E S S E T H
WHEREAS, the parties desire to amend the Agreement and agree that the
amendments will not become effective until January 3, 2000.
NOW, THEREFORE, the parties agree as follows:
1. Reference to the Sub-Adviser as a Delaware corporation in the initial
paragraph of the Agreement is hereby changed to refer to the Sub-Adviser
as a Texas corporation.
2. Schedule B to the Agreement is hereby deleted in its entirety and
replaced with the following:
SCHEDULE B
TO
SUBADVISORY AGREEMENT
Fee Schedule
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Pursuant to Section 5 of the Sub-Advisory Agreement among GCG Trust, Directed
Services, Inc. and A I M Capital Management, Inc., (the "Sub-Adviser"), the fees
payable to the Sub-Adviser shall be calculated by applying the following rates
to the average daily net assets of the Portfolios as indicated below:
Portfolio Annual Rate
--------- -----------
Capital Appreciation Portfolio
First $50 million.......................................0.50%
Over $50 million and up to $200 million.................0.475%
Over $200 million and up to $500 million................0.45%
Over $500 million.......................................0.40%
Strategic Equity Portfolio
First $50 million.......................................0.50%
Over $50 million and up to $200 million.................0.475%
Over $200 million and up to $500 million................0.45%
Over $500 million.......................................0.40%
3. In all other respects, the Agreement is hereby confirmed and remains in
full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers on the date indicated below.
Date: ______________, 1999
GCG TRUST
Attest: ________________________ By: Xxxxxxx Xxxxxxx
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Name:/s/ Xxxxxxx Xxxxxxx
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Title: President
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DIRECTED SERVICES, INC.
Attest: ________________________ By: Xxxxx X. Xxxxxxxx
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Name:/s/ Xxxxx X. Xxxxxxxx
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Title: Senior Vice President
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A I M CAPITAL MANAGEMENT, INC.
Attest: /s/ Xxxxx X. Xxxxxx By: Xxxx X. Xxxx
------------------------ --------------------
Name:/s/ Xxxx X. Xxxx
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Title: President
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