ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made this _____ day of ____________________, 1991,
between The GCG Trust ("the Trust"), a Massachusetts business trust,
and Directed Services, Inc. (the "Administrator" or "DSI"), 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 Administrator is engaged in the business of
rendering consulting, administrative, and other services with respect
to financial services and products; and
WHEREAS, the Trust initially established seven series designated
as the Liquid Asset Series, the Limited Maturity Bond Series, the All-
Growth Series, the Natural Resources Series, the Real Estate Series,
the Fully Managed Series, and the Multiple Allocation Series
(collectively, the "Initial Series"), and the Trust has entered into
a Management Agreement with DSI under which DSI provides management
and administrative series to each of the Initial Series; and
WHEREAS, the Trust intends to offer shares in additional series
shown in the attached "Schedule A" (the Series), and the Trust may
offer shares of additional series in the future;
WHEREAS, the Trust desires to avail itself of the services of
the Administrator for the provision of administrative and other
services for the Series; and
WHEREAS, the Administrator is willing to render such services to
the Series;
NOW 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 Administrator to
provide administrative services, as described herein, with respect to
the Series designated on Schedule A of this Agreement (each a
"Series") subject to the direction of the Board of Trustees for the
period and on the terms set forth in this Agreement. The
Administrator 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 Administrator
to render administrative services hereunder, it shall notify the
Administrator in writing. If the Administrator is willing to render
such services it shall notify the Trust in writing, whereupon such
series shall become a Series hereunder.
2. Services of the Administrator. Subject to the general
supervision of the Board of Trustees of the Trust, the Administrator
shall provide the following administrative and other services with
respect to the Series;
(a) Coordinate all matters relating to the functions of the
Series' investment adviser, sub-adviser, if any, custodian,
transfer agent, dividend disbursing agent, recordkeeping agent
(including pricing and valuation of the Series' portfolios),
accountants, attorneys, and other parties performing services or
operational functions for the Series;
(b) Provide the Series, at the Administrator's expense, with the
services of the sufficient number of persons competent to perform
such administrative and clerical functions as are necessary to
provide effective supervision and administration of the Series;
(c) Maintain or supervise, as the case may be, the maintenance by
the investment adviser, sub-adviser, or third parties approved by
the Trust of such books and records of the Series as may be
required by applicable federal or state law;
(d) Prepare or supervise the preparation by third parties
approved by the Trust of all federal, state, and local tax returns
and reports of the Series required by applicable law;
(e) Prepare, file and arrange for the distribution of proxy
materials and periodic reports to shareholders of the Trust as
required by applicable law:
(f) Prepare and arrange for the filing of such registration
statements and other documents with the Securities and Exchange
Commission ("SEC") and other federal and state regulatory
authorities as may be required by applicable law;
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(g) Take such other action with respect to the Series, as may be
required by applicable law, including without limitation the rules
and regulations of the SEC and other regulatory agencies;
(h) Provide the Series at the Administrator's expense, with
adequate personnel, office space, communications facilities, and
other facilities necessary for its operations as contemplated in
this Agreement;
(i) Render to the Board of Trustees of the Trust such periodic
and special reports respecting the Series 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 of the Series.
3. Conformity with Applicable Law. The Administrator, 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.
4. Exclusivity. The services of the Administrator to the Series
under this Agreement are not to be deemed exclusive, and the
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.
5. Records. The Administrator 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 Adminstrator with respect to the
Series by the 1940 Act. The 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.
6. Expenses. During the term of this Agreement, the Administrator
will pay all expenses incurred by it in connection with its
activities under this Agreement, except such expenses as
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are assumed
by the Trust or Series under this Agreement and such expenses as are
assumed by the investment adviser under an investment advisory
agreement or a sub-adviser under a sub-advisory agreement. The
Administrator further agrees to pay all salaries, fees and expenses
of any officer or director of the Trust who is an officer, director
or employee of the Administrator or any of its affiliates. The Trust
or Series, as appropriate, shall be responsible for all of the
expenses of its operations including, but not limited to, the
following expenses:
(a) Expenses of all audits by the Trust's independent public
accountants;
(b) Expenses of the Series' transfer agent, registrar, dividend
disbursing agent, and shareholder recordkeeping services;
(c) Expenses of the Series' 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) 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 investment adviser, sub-
adviser, if any, the Administrator or an affiliate thereof;
(h) Taxes levied against the Trust;
(i) Brokerage fees and commissions in connection with the
purchase and sale of portfolio securities for the Trust;
(j) Costs, including the interest expense, of borrowing money;
(k) 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
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Trust's existence, and the
registration of shares with federal and state securities or insurance
authorities;
(l) The Trust's legal fees, including the legal fees related to
the registration and continued qualification of the Trust's shares or
sale;
(m) Costs of printing stock certificates representing shares of
the Trust;
(n) Trustee' fees and expenses to trustees who are not officers,
employees, or stockholders of the investment adviser, sub-adviser,
the Administrator or any affiliate thereof;
(o) The Trust's pro rata portion of the fidelity bond required by
Section 17 (g) of the 1940 Act, or other insurance premiums;
(p) Association membership dues;
(q) Extraordinary expenses as may arise, including expenses
incurred in connection with litigation, proceedings, and other claims
(unless the Administrator is responsible for such expenses under
Section 8 of this Agreement, the investment adviser is responsible
for such expenses under an investment advisory agreement with the
Trust, or the sub-adviser agreement), and the legal obligations of
the Trust to indemnify its Trustees, officers, employees,
shareholders, distributors, and agents with respect thereto; and
(r) Organizational and offering expenses and, if applicable,
reimbursement (with interest) of underwriting discounts and
commissions;
(s) Fees and expenses of data processing, recordkeeping, and
financial accounting services rendered to the Trust;
7. Compensation. For the services provided and the expenses borne
by the Administrator pursuant to Section 2 of this Agreement, the
Trust shall pay to the Administrator the fee stated in the attached
Schedule B.
8. Liability of the Administrator. Except as may otherwise be
required by the 1940 Act or the rules thereunder or other applicable
law, the Trust and the Administrator agree that the Administrator,
any affiliated person of the Administrator,
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and each person, if any,
who, within the meaning of Section 15 of the 1933 Act controls the
Administrator, shall not be liable for, or subject to any damages,
expenses, or losses 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 Administrator's duties, or by
reason of reckless disregard of the Administrator's obligations and
duties under this Agreement.
9. Continuation and Termination. This Agreement shall take effect
as of the date first written above, and shall continue in effect,
unless sooner terminated as provided herein, for two (2) years from
such date 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, and (ii) 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 Administrator, cast in person at a meeting called for
the purpose of voting on such approval.
This Agreement may be terminated, in its entirety or with regard to
any Series hereunder, by the Trust at any time, without the payment
of any penalty, by vote of a majority of the Board of Trustees of the
Trust on sixty (60) days' written notice to the Administrator, or by
the Administrator at any time, without the payment of any penalty, on
sixty (60) days' written notice to the Trust.
10. Assignment. This Agreement may be assigned by either party only
upon the prior written consent of the other party.
11. Independent Contractor. The Administrator shall for all
purposes herein by deemed to be an independent contractor and shall,
unless otherwise expressly provided herein or authorized by the Board
of Trustees of the Trust from time to time, have not authority to act
or represent the Trust in any way or otherwise be deemed its agent.
12. Notice. Notices of any kind to be given to the Administrator by
the Trust shall be in writing and shall be duly given if mailed or
delivered to the Administrator at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, or at such other address or to such individual as shall
be specified by the Administrator to the Trust. Notices of any kind
to be given to the Trust by the
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Administrator shall be in writing and
shall be duly given if mailed or delivered to 000 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 or at such other address or to such individual
as shall be specified by the Trust to the Administrator.
13. Trust Obligation. A copy of the Trust's 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 Trustee of
the Trust in his or her capacity as Trustee and not individually.
The obligations of this Agreements 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.
14. Counterparts. The Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
15. Miscellaneous.
(a) This Agreement shall be governed by the laws of the State of New
York, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act, 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 afficers designated below
on the day and year first above written.
THE GCG TRUST
By:
-------------------------------- -------------------------------
Attest Title
Title
DIRECTED SERVICES, INC.
By:
-------------------------------- -------------------------------
Attest Title
Title
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SCHEDULE A
TO THE ADMINISTRATION SERVICES AGREMEEMENT
The Series of The GCG Trust, as described in Section 1 of the
attached Administration Services Agremeement, to which Directed Services,
Inc. shall act as Administrator, are as follows:
The Masters Series
The Intermediate Bond Series
The Fund For Life Series
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SCHEDULE B
COMPENSATION FOR SERVICES TO SERIES
For the services provided by Directed Services, Inc. (the "Administrator")
to the following Series of The GCG Trust, pursuant to the attached
Administrative Services Agreement, the Trust will pay the Administrator
a fee, accrued daily and payable monthly, based on the average daily net
assets of the Series at the following annual rates of the average daily net
assets of the Series:
SERIES FEE
The Masters Series .20%
The Intermediate Bond Series .20%
The Fund For Life Series .20%
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