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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and Directed
Services, Inc. ("DSI" or the "Manager"), a New York corporation having its
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, dated October 1, 1993, and amended by an Addenda dated November 7, 1994
December 29, 1995 and April 29, 1997 is hereby amended by the addition of the
provisions set forth in this Addendum to the Agreement, which is dated as of the
____th day of ____________, 1997:
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 established eight new series designated as the Mid-
Cap Growth Series, Total Return Series, Research Series, Growth & Income Series,
Value + Growth Series, Global Fixed Income Series, Growth Opportunities Series
and Developing World Series; and
WHEREAS, the Trust desires to appoint DSI as Manager for the Mid-Cap Growth
Series, Total Return Series, Research Series, Growth & Income Series, Value +
Growth Series, Global Fixed Income Series, Growth Opportunities Series and
Developing World 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 con-
tained in this Addendum, it is agreed between the parties hereto as follows:
1. In addition to its responsibilities as specified in the Agree-
ment, the Trust hereby appoints DSI to act as Manager with respect to the Mid-
Cap Growth Series, Total Return Series, Research Series, Growth & Income Series,
Value + Growth Series, Global Fixed Income Series, Growth Opportunities Series
and Developing World 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:__________________________
Attest
___________________________ __________________________
Title Title
DIRECTED SERVICES, INC.
___________________________ By:__________________________
Attest
___________________________ __________________________
Title Title
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
Hard Assets 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
Mid-Cap Growth Series
Total Return Series
Research Series
Growth & Income Series
Value + Growth Series
Global Fixed Income Series
Growth Opportunities Series
Developing World 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
Multiple Allocation, Fully 1.00% of first $750 million;
Managed,Hard Assets, Real Estate, 0.95% of next $1.250 billion;
All-Growth, Capital Appreciation, 0.90% of next $1.5 billion; and
Rising Dividends,Value Equity, 0.85% of amount in excess of $3.5 billion
Strategic Equity,and Small
Cap Series:
Limited Maturity Bond and 0.60% of first $200 million;
Liquid Asset Series: 0.55% of next $300 million; and
0.50% of amount in excess of $500 million
Emerging Markets and 1.75% of average daily net assets
Developing World Series:
Market Manager Series: 1.00% of average daily net assets
Managed Global Series: 1.25% of the first $500 million; and
1.05% on the amount in excess
Growth & Income, Value + Growth, 1.15% of first $250 million;
and Growth Opportunities Series: 1.10% of next $400 million;
1.00% of next $450 million; and
0.95% of amount in excess of $1.1 billion
Mid-Cap Growth, Total Return, 1.00% of first $250 million
and Research Series: 0.95% of next $400 million
0.90% of next $450 million; and
0.85% of amount in excess of $1.1 billion
Global Fixed Income Series: 1.60%
