EXHIBIT (d)(4)(c)
ADMINISTRATIVE SERVICES SUB-CONTRACT
This Administrative Services Sub-Contract (this "Sub-Contract") is made on
___________________________, 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").
WHEREAS, 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
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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.
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(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 FUNDS SERVICES, LLC DIRECTED SERVICES, INC.
By: By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Executive Vice President & Chief Senior Vice President & Assistant
Financial Officer Secretary
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SCHEDULE A
THE GCG TRUST
All Cap Series
Asset Allocation Growth Series
Capital Growth Series
Capital Guardian Small Cap Series
Core Bond Series
Developing World Series
Diversified Mid-Cap Series
Equity Growth Series
Equity Income Series
Equity Opportunity Series
Focus Value Series
Fully Managed Series
Fund For Life Series
Fundamental Growth Focus Series
Global Franchise Series
Growth Series
Hard Assets Series
High Yield Series
International Enhanced EAFE Series
International Equity Series
Internet TollkeeperSM Series
Investors Series
▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Equity Series
Janus Growth and Income Series
Large Cap Value Series
Limited Maturity Bond Series
Liquid Asset Series
Managed Global Series
Mid-Cap Growth Series
Real Estate Series
Research Series
Special Situations Series
Strategic Equity Series
Total Return Series
Value Equity Series
▇▇▇ ▇▇▇▇▇▇ Growth and Income Series
On-the-Shelf Funds
Stock Index Series
Global Balanced Series
