Exhibit 99-(d)(3)(B)
Form of
ADMINISTRATIVE SERVICES SUB-CONTRACT
This Administrative Services Sub-Contract (this "Sub-Contract") is made
this ____ day of December, 2002, by and among Directed Services, Inc., a New
York corporation ("DSI"), and ING Funds Services, LLC, a Delaware limited
liability company ("ING" or the "Sub-Administrator").
WHERAS, DSI and The GCG Trust, a Massachusetts business trust (the
"Trust") have entered into that certain Management Agreement dated October 24,
1997 and amended May 24, 2002 (the "Management Agreement"), a copy of which has
been delivered to ING; and
WHEREAS, pursuant to the Management Agreement, DSI provides advisory,
management, administrative and other services to the Trust; and
WHEREAS, DSI desires that certain management, administrative and other
services that are currently being provided by DSI to the Trust pursuant to the
Management Agreement instead be provided to the Trust by ING on behalf of DSI
pursuant to this Sub-Contract; and
WHEREAS, ING desires to provide such services to the Trust; and
WHEREAS, the Board of Trustees of the Trust has approved the provision
of such services to the Trust by ING on behalf of DSI, and
WHEREAS, it is the intention of DSI and ING that the cost of the
advisory, management, administrative and other services provided by DSI pursuant
to the Management Agreement shall not be increased as a result of this
Sub-Contract, and that the nature and level of the advisory, management,
administrative and other services provided to the Trust not be reduced or
modified in any way as a result of this Sub-Contract;
NOW, THEREFORE, it is hereby agreed among the parties as follows:
1. Engagement of ING. DSI hereby engages ING, for the period and on the
terms set forth in this Sub-Contract, to provide to the Trust on DSI's
behalf the management, administrative and other services set forth in
Section 2 hereof with respect to each series of the Trust listed on
Schedule A (individually and collectively referred to herein as
"Series"). The Sub-Administrator accepts such appointment and agrees to
render such services as set forth herein. The appointment shall be
effective as of 12:00 am, January 1, 2003. In performing services
hereunder, ING agrees that it will be subject to the general
supervision and direction of the Board of Trustees of the Trust.
In the event the Trust establishes and designates additional series
with respect to which it retains DSI to provide services under the
Management Agreement, DSI may request that the Sub-Administrator
provide certain of such services to the Trust on behalf of DSI under
this Sub-Contract. If the Sub-Administrator is willing to render such
services, it shall notify DSI and the Trust in writing or amend
Schedule A to this Sub-Contract, whereupon such additional series shall
become a Series hereunder.
2. Services of the Sub-Administrator. Subject to the general supervision
of the Board of Trustees of the Trust, the Sub-Administrator shall
provide to the Trust on the behalf of DSI the services set forth in
Sub-Sections 2(g), (h), (i) and (j) of the Management Agreement. In
addition, ING shall render such other services as are necessary to
ensure that the administrative services rendered by the
Sub-Administrator to the Trust hereunder include all non-advisory
services currently being provided by DSI to the Trust.
3. Compensation of Sub-Administrator. Each month during the term hereof,
DSI shall pay a portion of the fees received by DSI pursuant to the
Management Agreement to the Sub-Administrator as payment for the
Sub-Administrator's services hereunder. Such portion of the Fee shall
be separately agreed to between DSI and the Sub-Administrator and shall
be paid directly to the Sub-Administrator by DSI within 10 days after
each month end.
4. Conformity with Applicable Law. The Sub-Administrator, in the
performance of its duties and obligations under this Sub-Contract,
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
Investment Company Act of 1940 Act (the "1940 Act") and all other
applicable federal and state laws and regulations.
5. Exclusivity. The services of the Sub-Administrator to the Trust under
this Sub-Contract are not to be deemed exclusive, and the
Sub-Administrator, 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. Expenses. During the term of this Sub-Contract, the Sub-Administrator
will pay all expenses incurred by it in connection with its activities
under this Sub-Contract, except expenses that are to be paid by the
Trust or DSI under the Management Agreement, any expenses that are
assumed by a Series' investment adviser pursuant to an investment
management agreement or by a Series' sub-adviser pursuant to a
sub-advisory agreement, and any expenses paid directly by shareholders
of the Trust pursuant to the Trust's Rule 12b-1 Distribution Plan or
Shareholder Servicing Sub-Contract (as those terms are used in the
Management Agreement). To the extent the Sub- Administrator pays any
costs or expenses on behalf of the Trust or DSI, which expenses are the
responsibility of the Trust or DSI, DSI shall promptly reimburse the
Sub-Administrator for such costs and expenses.
7. Liability of the Sub-Administrator. The Sub-Administrator 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 Sub-Administrator nor its stockholders,
officers, directors, employees, or agents shall be subject to 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 Sub-Contract, except by reason of
willful misfeasance, bad faith, or gross negligence in the performance
of the Sub-Administrator's duties, or by reason of reckless disregard
of the Sub-
Administrator's obligations and duties under this Sub-Contract. The
liability incurred by the Sub-Administrator pursuant to this Section 7
in any year shall be limited to the revenues of the Sub-Administrator
derived from DSI in that fiscal year of the Trust. The
Sub-Administrator shall look solely to Trust property for satisfaction
of claims of any nature against the Trust or a trustee, officer,
employee or agent of the Trust arising in connection with the affairs
of the Trust. Moreover, the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to
a Series, shall be enforceable against the assets and property of that
Series only, and not against the assets or property of any other Series
of the Trust.
8. Continuation and Termination. This Sub-Contract shall become effective
on the date first written above. Unless terminated as provided herein,
this Sub-Contract shall continue in full force and effect for so long
as DSI provides services under the Management Agreement with respect to
any Series. This Sub-Contract may be terminated by DSI, without the
payment of any penalty, on sixty (60) days' written notice to the
Sub-Administrator, in its entirety or as to one or more Series to the
same extent that DSI is so terminated by the Trust under the Management
Agreement. ING may terminate this contract, without the payment of any
penalty, on sixty (60) days' written notice to DSI, in its entirety or
as to one or more Series.
9. Counterparts. This Sub-Contract may be executed in one or more
counterparts, each of which shall be deemed to be an original.
10. Continuation of DSI Duties. Nothing in this Contract shall be deemed to
limit or modify the duties and liabilities of DSI under the Management
Agreement.
11. Records. The Sub-Administrator agrees to maintain and preserve for the
periods described under the 1940 Act any such records as are required
to be maintained by DSI and/or the Sub-Administrator with respect to
the Series by the 1940 Act. The Sub-Administrator 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.
12. Miscellaneous.
(a) This Sub-Contract 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 Sub-Contract shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of this Sub-Contract shall not be affected thereby and, to this extent,
the provisions of this Sub-Contract shall be deemed to be severable.
(c) The captions of this Sub-Contract are included for convenience
only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
(d) The parties acknowledge that the Trust is a third party
beneficiary of this Contract.
IN WITNESS WHEREOF, the parties have executed this Sub-Contract below.
ING Fund Services, LLC Directed Services, Inc.
By: ________________________ By: __________________________________
Name: ______________________ Name: ________________________________
Title: _____________________ Title: _______________________________
SCHEDULE A
[list of Series]
