AMENDED AND RESTATED DISTRIBUTION AGREEMENT
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The Distribution Agreement, between The GCG Trust ("the Trust") and
Directed Services, Inc. ("DSI" or the "Distributor"), dated June 14, 1996, is
hereby amended and restated as of the ___ day of February, 2002.
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
securities of which are registered under the Securities Act of 1933, as amended
("1933 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
(the "Shares") in separate portfolios, or "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 classes, such
classes together with all other classes subsequently established by the Trust
with respect to which the Trust desires to retain the Distributor to render
services hereunder and with respect to which the Distributor is willing so to
do, being herein collectively referred to as the "classes."
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto agree as follows:
1. Appointment of the Distributor. The Trust hereby appoints DSI as
exclusive Distributor of the Shares of the Series on the terms and for the
period set forth in this Agreement, and DSI hereby accepts such appointment and
agrees to render the services and undertake the duties set forth herein.
2. Duties of Distributor.
(a) In performing its duties as Distributor, DSI will act in conformity
with the Prospectus of the Trust (the "Prospectus") included in the
Trust's Registration Statement on Form N-1A under the 1933 Act and the
1940 Act, as filed with the Securities and Exchange Commission and as
amended or supplemented from time to time, and with the instructions
and directions of the Board of Trustees of the Trust, the requirements
of the 1933 Act, the 1940 Act, and all other applicable federal and
state laws and regulations.
(b) DSI agrees to hold itself available to receive orders for the purchase
or redemption of the Shares of the Series and will accept or reject
such orders on behalf of the Trust in accordance with the provisions
of the Prospectus and any instructions received from the Trust, and
will transmit such orders as are so accepted to the Trust's transfer
agent promptly for processing at the Shares' net asset value next
determined in accordance with the Prospectus and any instructions
received from the Trust.
(c) The Distributor will not use any sales literature which has not been
previously approved by an officer of the Trust.
(d) DSI shall not be obligated to sell any certain number of Shares.
Shares shall be sold without a sales charge. Fees may be paid to DSI
in connection with the sale of some or all classes of Shares pursuant
to Schedule A hereto.
3. Distributor's Agreements with Broker-Dealers. DSI is authorized to
enter into agreements with broker-dealers registered as such under the
Securities Exchange Act of 1934 who will solicit applications for sales of
variable insurance products, the proceeds of which will be invested in the
Trust, whereby DSI may permit such broker-dealers, among other things, to
distribute copies of the Prospectus for the Trust under terms and conditions
deemed appropriate by DSI.
4. Expenses of Distributor. During the term of this Agreement, DSI will
bear all its expenses in complying with this Agreement, including the following
expenses:
(a) costs of sales presentations, mailings, advertising, and any other
marketing efforts by DSI in connection with the distribution or sale
of the Shares; and
(b) any compensation paid to employees of DSI in connection with the
distribution or sale of the Shares.
5. Expenses of Trust. The Trust shall bear all of its other expenses,
including, but not limited to:
(a) preparation and setting in type of its reports, proxies and
prospectuses and printing and distributing reports, proxies and
prospectuses and other communications to existing shareholders;
(b) registration of the Trust's Shares with the Securities and Exchange
Commission and the securities commission of any state if deemed
appropriate by an officer of the Trust; and
(c) qualification of the Trust's Shares for sale in jurisdictions deemed
appropriate by an officer of the Trust.
6. Liability of Distributor. DSI shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the matters to which this Agreement relates, except a loss resulting from
its willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations and duties
under this Agreement.
7. Agent of Trust. Any person, even though also an officer, employee or
agent of DSI, who may be or become an officer, trustee, employee or agent of the
Trust shall be deemed, when rendering services to the Trust or acting in any
business of the Trust, to be rendering such
services to or acting solely for the Trust and not as an officer, partner,
employee or agent or one under the control or direction of DSI even though paid
by DSI.
8. Duration and Termination. This Agreement shall take effect on the date
of its execution and shall continue in effect, unless sooner terminated as
provided herein, for two years from such date and shall continue from year to
year thereafter so long as such continuance is specifically approved at least
annually (a) by the vote of a majority of those members of the Board of Trustees
of the Trust who are not parties to this Agreement or "interested persons" (as
defined in the ▇▇▇▇ ▇▇▇) of any such party, cast in person at a meeting called
for the purpose of voting on such approval, and (b) either by a majority of the
entire Board of Trustees of the Trust or by a majority vote (as defined in the
Prospectus) of the shareholders of the Trust; provided, however, that this
Agreement may be terminated without penalty by the Board of Trustees of the
Trust or by a majority vote of the shareholders of the Trust on 60 days' written
notice to DSI; or by DSI at any time, without payment of any penalty, on 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).
9. Notices. Notices of any kind to be given to DSI by the Trust shall be
in writing and shall be duly given if mailed, first class postage prepaid, or
delivered to DSI, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other
address or to such individual as shall be specified by DSI to the Trust. Notices
of any kind to be given to the Trust shall be in writing and shall be duly given
if mailed, first class postage prepaid, or delivered to ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other address or to such individual as shall
be specified by the Trust.
10. Exclusivity. The Distributor shall have exclusive rights under this
Agreement to distribute the Shares of the Series on the terms and for the period
set forth in this Agreement. However, the Trust shall not be deemed to have
exclusive rights to the services of the Distributor under this Agreement, and
the Distributor shall be free to render similar services or other services to
others so long as its services hereunder are not impaired thereby.
11. Reports. The Distributor shall prepare reports to the Board of
Trustees of the Trust showing such information as from time to time shall be
reasonably requested by the Board or as are required of the Distributor by
applicable laws and regulations.
12. Independent Contractor. The Distributor shall for all purposes herein
provided be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Trust in any way or otherwise be deemed an agent of the Trust. It
is understood and agreed that the Distributor, by separate agreement with the
Trust, may also serve the Trust in other capacities.
13. Miscellaneous.
(a) This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.
(b) 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 Securities Exchange Act of 1934,
or any rule or order of the Securities and Exchange Commission.
(c) 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.
(d) The Amended and Restated Agreement and Declaration of Trust
establishing the Trust (the "Declaration"), a copy of which is on file
in the Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "The GCG Trust" refers to the Trustees under
the Declaration collectively as trustees and not as individuals or
personally, and that no shareholder, trustee, officer, employee or
agent of the Trust shall be subject to claims against or obligations
of the Trust to any extent whatsoever, but that the Trust estate only
shall be liable.
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.
DIRECTED SERVICES, INC.
ATTEST: BY:
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TITLE: TITLE:
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THE GCG TRUST
ATTEST: BY:
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TITLE: TITLE:
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SCHEDULE A
Distribution fees in the amount of 0.25% based on average net assets may be paid
to Directed Services, Inc. as described in the attached Amended and Restated
Distribution Agreement, for the Class A Shares of the following Series of the
GCG Trust:
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
▇▇▇ ▇▇▇▇▇▇ Growth and Income Series (formerly,
Rising Dividends Series)
Value Equity Series
Strategic Equity Series
Capital Guardian 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 TollkeeperSM Series
High Yield Series*
Managed Global Series
All Cap Series
Large Cap Value Series
Fundamental Growth Focus Series*
Focus Value Series*
Global Franchise Series*
Equity Growth Series*
▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Small Cap Equity Series*
International Enhanced EAFE Series*
* These Series have not commenced operations as of February 26, 2002.
