Exhibit (g)(1)
CUSTODIAN AGREEMENT
AGREEMENT dated as of March 2, 1992 between BANKERS TRUST
COMPANY (the "Custodian") and The GCG Trust (the "Customer").
1. Employment of Custodian. The Customer hereby employs the
Custodian as custodian of all assets of the Customer which are
delivered to and accepted by the Custodian or any of its
subcustodians (as that term is defined in Section 5) anywhere in the
world (the "Property") pursuant to the terms and conditions set forth
herein and, if applicable, to mutually acceptable operating
instructions (including any amendments and modifications thereto)
which upon agreement by the parties herto shall be deemed to be part
of and incorporated into this Agreement as it set forth in full
herein. Hereinafter, references to "this Agreement," "herein" or
words of similar effect shall refer to this Agreement and any
mutually acceptable operating instructions then in effect. Without
limitation, such Property shall include stocks and other equity
interests of every type, evidences of indebtedness, other instruments
representing same or rights or obligations to receive, purchase,
deliver or sell same and other non-cash investment property of the
Customer ("Securities") and cash from whatever source and in whatever
currency ("Cash"). The Custodian shall not be responsible for any
property of the Customer held or received by the Customer or others
and not delivered to the Custodian or any of its subcustodians.
2. Custody Account. The Custodian agrees to establish and maintain
a custody account in the name of the Customer (the "Account") for any
and all Property from time to time received and accepted by the
Custodian or any of its subcustodians for the account of the
Customer. The Customer acknowledges its responsibility as a
principal for all of its obligations to the Custodian arising under
or in connection with this Agreement, notwithstanding that it may be
acting on behalf of other persons and warrants its authority to
deposit in the Account any Property received therefor by the
Custodian or its subcustodian and to give, and authorize others to
give, instructions relative thereto. The Customer further agrees
that the Custodian shall not be subject to, nor shall its rights and
obligations under this Agreement or with respect to the Account be
affected by, any agreement between the Customer and any other person.
The Custodian shall hold, keep safe and protect as custodian
in the Account, on behalf of the Customer, all Property. All
transactions, including, but not limited to, foreign exchange
transactions, involving the Property shall be executed or
settled solely in accordance with Instructions (as that term
is defined in Section 10), except that until the Custodian
receives Instructions to the contrary, the Custodian will:
(a) collect all interest and dividends and all other income and
payments, whether paid in cash or in kind, on the Property, as the
same become payable and credit the same to the Account;
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(b) present for payment all Securities held in the Account which are
called, redeemed or retired or otherwise become payable and all
coupons and other income items which call for payment upon
presentation and hold the cash received in the Account pursuant to
this Agreement;
(c) exchange Securities where the exchange is purely ministerial
(including, without limitation, the exchange of temporary securities
for those in definitive from and the exchange of warrants, or other
documents of entitlement to securities, for the Securities
themselves);
(d) whenever notification of a rights entitlement or a fractional
interest resulting from a rights issue, stock dividend or stock split
is received for the Account and such rights entitlement or fractional
interest bears an expiration date, if after endeavoring to obtain
Instructions such Instructions are not received in time for the
Custodian to make timely action, sell in the discretion of the
Custodian (which sale the Customer hereby authorizes the Custodian to
make) such rights entitlement or fractional interest and credit the
Account with the net proceeds of such sale;
(e) execute in the Customer's name for the Account, whenever the
Custodian deems it appropriate, such ownership and other certificates
as may be required to obtain the payment of income from the Property;
and
(f) pay for the Account, any and all taxes and levies in the nature
of taxes imposed on income on the Property by any governmental
authority. In the event there is insufficient Cash available in the
Account to pay such taxes and levies, the Custodian shall notify the
Customer of the amount of the shortfall and the Customer, at its
option, may deposit additional Cash in the Account or take steps to
have sufficient Cash available. The Customer agrees, when and if
requested by the Custodian and required in connection with the
payment of any such taxes to cooperate with the Custodian in
furnishing information, executing documents or otherwise.
The Custodian shall deliver subject to Section 12 below any
or all Property in the Account in accordance with Instructions
and in connection therewith, the Customer will accept delivery
of Securities of the same class and denomination in place of
those contained in the Account. Neither the Custodian nor any
subcustodian shall have any duty or responsibility to see to the
application of any Property withdrawn from the Account upon
Instructions.
Except as otherwise may be agreed upon by the parties hereto,
the Custodian shall not be required to comply with Instructions
to settle the purchase of any Securities for the Account unless
othere is sufficient Cash in the Account at the time or to settle
the sale of any Securities in the Account unless such Securities
are in deliverable form. Notwithstanding the foregoing,
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if the
purchase price of such Securities exceeds the amount of Cash in
the Account at the time of such purchase, the Custodian may, in
its sole discretion, advance the amount of the difference in
order to settle the purchase of such Securities. The amount of
any such advance shall be deemed a loan from the Custodian to
the Customer payable on demand and bearing interest accruing
from the date such loan is made to but not including the date
such loan is repaid at a rate per annum customarily charged by
the Custodian on similar loans.
3. Records, Ownership of Property and Statements. The ownership of
the Property whether Securities, Cash and/or other property, and
whether held by the Custodian or a subcustodian or in a securities
depository or clearing agency as hereinafter authorized, shall be
clearly recorded on the Custodian's books as belonging to the Account
and not for the Custodian's own interest. The Custodian shall keep
accurate and detailed accounts of all investments, receipts,
disbursements and other transactions for the Account. All accounts,
books and records of the Custodian relating thereto shall be open to
inspection and audit at all reasonable times during normal business
hours by any person designated by the Customer. All such accounts
shall be maintained and preserved in accordance with Section 31 of
the Investment Company Act of 1940 and Rules 31a-1 and 31a-2
thereunder. The Custodian will supply to the Customer from time to
time, as mutually agreed upon, a statement in respect to any Property
in the Account held by the Custodian or by a subcustodian. In the
absence of the filing in writing with the Custodian by the Customer
of exceptions or objections to any such statement within sixty (60)
days of the mailing thereof, the Customer shall be deemed to have
approved such statement and such statement shall be presumed to be
for all purposes correct with respect to all information set forth
therein absent manifest error or omissions.
4. Maintenance of Property Outside of the United States.
Securities in the Account may be held in a country or other
jurisdiction outside of the United States as may be specified from
time to time in Instructions; provided that such country or other
jurisdiction shall be one in which the principal trading market for
such Securities is located or in which such Securities are to be
presented for payment or are acquired for the Account. Cash in the
Account shall be credited to an account maintained with a
subcustodian in such amounts and in such countries or other
jurisdictions as shall be specified from time to time in
Instructions. Instructions received by the Custodian pursuant to the
provisions hereof to settle purchases and sales of Securities in a
jurisdiction specified therein shall be deemed to be Instructions
furnished by the Customer to the Custodian under this Section 4
authorizing the holding of such Securities and Cash in such
jurisdiction and shall further be deemed to be a representation by
the Customer that such jurisdiction has been authorized by the
Customer pursuant to Rule 17(f)-5 ("Rule 17(f)-5") under the
Investment Company Act of 1940 as a jurisdiction in which the
Customers' Securities and Cash may be held; it being understood that
the Custodian shall have no liability or responsibility for
determining whether such authorization has been proper under such
Rule 17(f)-5 or for the consequences of the settlement of
transactions pursuant to such Instructions in countries or with
subcustodians in countries which have not been approved by the
Customer pursuant to such Rule 17(f)-5.
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5. Subcustodians and Securities Depositories. The Custodian may,
subject to the provisions set forth below, employ, directly or
indirectly, one or more subcustodians to assist in the performance of
its obligations hereunder; provided, however, that the employment of
any such subcustodian (other than any such subcustodian which is a
securities depository or clearing agency) shall not relieve the
Custodian of its responsibilities or liabilities hereunder; provided
further, that with respect to a subcustodian which is a securities
depository or clearing agency the Custodian shall only be responsible
or liable for losses arising from such employment caused by the
Custodian's own failure to exercise reasonable care.
The Customer authorizes and instructs the Custodian to hold
the Property in the Account in custody accounts which have
been established by the Custodian with one of its branches, a
branch of another U.S. bank, a majority owned non U.S.
subsidiary of a U.S. bank or bank holding company acting as
custodian, a foreign bank or trust company acting as
custodian or a securities depository in which the Custodian
or subcustodian participates. The employment of any of the
foregoing shall be determined by the Custodian in its
discretion; provided that in each case in which a United
States third party agent is employed, such third party agent
complies with the provisions of Rule 17f-2 or Rule 17f-4
under the Investment Company Act of 1940 provided further,
that in each case in which a non United States third party
agent is employed, (i) such third-party agent is an "eligible
foreign custodian" within the meaning or Rule 17f-5 or such
third party agent is the subject of an order granted by the
United States Securities and Exchange Commission exempting
such agent or the subcustody arrangements with respect
thereto from all or part of the provisions of Rule 17f-5 and
(ii) such employment and the agreement between the Custodian
and such third party agent related thereto (other than the
agreement with any such third party agent which is a
securities depository in which another third party agent with
which the Custodian has an agreement approved by the Customer
as hereinafter provided participates) have been approved by
the Customer pursuant to Instructions pursuant to Rule 17(f)-
5; it being understood that the Custodian shall have no
liability or responsibility for determining whether such
approval has been proper under such Rule 17(f)-5.
Hereinafter, the term "subcustodian" will refer to any third-
party agent referred to in the first sentence of this
paragraph which has satisfied, where applicable, the
conditions set forth in the proviso in such sentence. The
Custodian agrees to cease the employment of any one or more
of such subcustodians upon receipt of Instructions requesting
that a particular subcustodian cease to be employed as such
due to the fact that such subcustodian no longer meets the
requirements of Rule 17f-5. Upon request of the Customer,
the Custodian shall deliver to the Customer annually at such
time as may be mutually agreeable to the parties hereto a
certificate stating: (i) the identify of each non United
States subcustodian then acting on behalf of the Custodian;
(ii) the countries in which each such non United States
subcustodian is then holding Cash and/or Securities in the
Account; and (iii) such other information relating to such
non United States subcustodian as may reasonably be requested
by the Customer to ensure compliance with Rule 17f-5.
6. Use of Subcustodian. With respect to Securities in the Account
which are maintained by the Custodian in the custody of a
subcustodian employed pursuant to Section 5:
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(a) The Custodian will identify on its books as belonging to the
Customer any Securities held by such subcustodian.
(b) In the event that a subcustodian permits any of the Securities
placed in its care to be held in a securities depository or clearing
agency, such subcustodian will be required by its agreement with the
Custodian to identify on its books such Securities as being held for
the account of the Custodian for its customers.
(c) Any Securities in the Account, except Securities held by a
subcustodian on a segregated basis on behalf of the Customer, held by
a subcustodian will be subject only to the instructions of the
Custodian or its agents unless specifically otherwise authorized by
the Custodian on a exception basis; and any Securities held in a
securities depository or clearing agency for the account of the
Custodian or a subcustodian will be subject only to the instructions
of the Custodian or such subcustodian, as the case may be.
(d) Securities deposited with a subcustodian will be maintained in
an account holding only assets for customers of the Custodian.
(e) Any agreement the Custodian shall enter into with a subcustodian
with respect to the holding of Securities shall require that (i) the
Securities are not subject to any right, charge, security interest,
lien or claim of any kind in favor of such subcustodian except a
claim for payment in accordance with such agreement for their safe
custody or administration and expenses related thereto, (ii)
beneficial ownership of such Securities be freely transferable
without the payment of money or value other than for safe custody or
administration and expenses related thereto, (iii) adequate records
will be maintained identifying the Property held pursuant to such
Agreement as belonging to the Customer and (iv) officers of or
auditors employed by, or other representatives of or designated by,
the Custodian, including the independent public accounts of or
designated by, the Customer be given access to the books and records
of such subcustodian relating to its actions under its agreement
pertaining to any Property held by it thereunder or confirmation of
or pertinent information contained in such books and records be
furnished to such persons designated by the Custodian.
7. Holding of Securities, Nominees, etc. Securities in the Account
which are held by the Custodian or any subcustodian may be held by
such entity in the name of the Customer, in its own name, in the name
of its nominee or in bearer form. Securities which are held by a
subcustodian or which are eligible for deposit in a securities
depository as provided above may be maintained with the depository in
an account for the Custodian's or subcustodian's customers. The
Custodian or subcustodian, as the case may be, may combine
certificates representing
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Securities held in the Account with
certificates of the same issue held by it as fiduciary or as a
custodian. In the event that any Securities in the name of the
Custodian or its nominee or held by one of its subcustodians
and registered in the name of such subcustodian or its nominee
called for partial redemption by the issuer of such Security, the
Custodian may, subject to the rules or regulations pertaining to
allocation of any securities depository in which such Securities
have been deposited, allot, or cause to be allotted, the called
portion to the respective beneficial holders of such class of
security in any manner the Custodian deems to be fair and equitable.
8. Proxies, etc. With respect to any proxies, notices, reports or
other communications relative to any Securities in the Account, the
Custodian shall perform such services relative thereto as may be agreed
upon between the Custodian and the Customer. Neither the Custodian nor
its nominees or agents shall vote upon or in respect of any of the
Securities in the account, execute any form of proxy to vote thereon,
or give any consent or take any action (except as provided in Section 2)
with respect thereto except upon the receipt of Instructions relative
thereto.
9. Settlement Procedures. Settlement and payment for Securities
received for the accouint and delivery of Securities maintained for the
Account may be effected in accordance with the customary or established
securities traded or securities processing practices and procedures in
the jurisdiction or market in which the transaction occurs, including,
without limitation, delivering Securities to the purchaser thereof or
to a dealer thereof (or an agent for such purchaser of dealer) against
a receipt with the expectation of receiving later payment for such
Securities from such purchaser or dealer, and in accordance with the
standard operating procedures of the Custodian in effect from time to
time for that jurisdiction or market.
10. Instruction. The term "Instructions" means instructions from
the Customer in respect of any of the Custodian's duties hereunder
which have been received by the Custodian at its address set forth
in Section 15 below in writing or by tested telex signed or given by
such one or more person or persons as the Customer shall have from
time to time authorized to give the particular class of Instructions
in question and whose name and (if applicable) signature and office
address have been filed with the Custodian, or upon receipt of such
other form of instructions as the Customer may from time to time
authorize in writing and which the Custodian agrees to accept. The
Custodian shall have the right to assume in the absence of notice to
the contrary from the Customer that any person whose name is on file
with the Custodian pursuant to this Section 10 has been authorized
by the Customer to give the Instructions in question and that such
authorization has not been revokesd.
11. Standard of Care. The Custodian shall responsible for the
performance of only such duties as are set forth herein or contained in
Instructions given to the Custodian which are not contrary to the
provisions of this Agreement. The Custodian will use reasonable care with
respect to safekeeping of Securities in the Account and in carrying out
its obligations under this Agreement. So long as and to the extent that it
has exercised reasonable care, the Custodian shall not be responsible for
the title, validity or genuineness of any Property or other property or
evidence of title thereto received by it or delivered by it pursuant to
this Agreement and shall
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be held harmless in acting upon, and may
conclusively rely on, without liability for any loss resulting therefrom,
any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed or furnished by the proper
party or parties, including, without limitation, Instructions, and shall
be indemnified by the Customer for any losses, damages, costs and
expenses (including, without limitation, the fees and expenses of
counsel) incurred by the Custodian and arisong out of action taken or omitted
in good faith by Customer for any loss which shall occur directly as the
result of the failure of a subcustodian (other than any subcustodian which
is a securities depositary or clearing agency the actions or ommissions for
which the Custodian's liability and responsibility is set forth in the last
proviso of the first paragraph of Section 5) to exercise reasonable care
with respect to the safekeeping of such Securities. In the event of any
loss to the Customer by reason of the failure of the Custodian or its
subcustodian to utilize reasonable care, the Custodian shall be liable
to the Customer to the extent of the Customer's actual damages at the
time such loss was discovered without reference to any special conditions
or circumstances. In on event shall the Custodian be liable for any
consequential or special damages. The Custodian shall be entitled to rely,
and may act, on advice of counsel (who may be counsel for the Customer)
on all matters and shall be without liability for any action reasonably
taken of omitted purusant to such advice.
All collections of funds or other property paid or distributed in
respect of Securities in the Account, including funds involved in third-
party foreign exchange transactions, shall be made at the risk of the
Customer. The Custodian shall have no liability for any loss occassioned
by delay in the actual receipt of notice by the Custodian or by its
subcustodian of any payment, redemption or other transaction regarding
Securities in the Account in respect of which the Custodian has agreed to
take action as provided in Section 2 hereof. The Custodian shall not be
liable for any loss resulting from, or caused by, or resulting from acts
of governmental authorities (whether de jure or de facto), including,
without limitation, nationalization, expropriation, and the imposition of
currency restrictions; acts of war, terrorism, insurrection or revolution;
strikes or work stoppages; the inability of a local clearing and settlement
system to settle transactions for reasons beyond the control of the
Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion,
fission or radioactivity, or other acts of God.
The provisions of this Section shall survive termination of this
Agreement.
12. Fees and Expense. The Customer agrees to pay to the Custodian such
compensation for its services pursuant to this Agreement as may be mutually
agreed upon in writing from time to time and the Custodian's out-of-pocket
or incidental expenses, including (but withou limitation) legal fees. The
Customer hereby agrees to hold the Custodian harmless from any liability or
loss resulting from any taxes or other governmental charges, and any
expense related thereto, which may be imposed, or assessed with respect to
any Property in the Account and also agrees to hold the Custodian, its
subcustodians, and their respective nominees harmless from any liability
as a record holder of Property in the Account. The Custodian is
authorized to charge any account of the Customer for such items. The
provisions of this Section shall survive the termination of this
Agreement.
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13. Amendment, Modifications, etc. No provisions of this Agreement may
be amended, modified or waived except in a writing signed by the parties
hereto.
14. Termination. This Agreement may be terminated by the Customer or
the Custodian by ninety (90) days' notice to the other; provided that
notice by the Customer shall specify the names of the persons to whom the
Custodian shall deliver the Securities in the Account and to whom the Cash
in the Account shall be paid. If notice of termination is given by the
Custodian, the Customer shall, within ninety (90) days following the giving
of such notice, deliver to the Custodian a written notice specifying the
names of the persons to whom the Custodian shall deliver the Securities in
the Account and to whom the Cash in the Account shall be paid. In either
case, the Custodian will deliver such Securities and Cash to the persons so
specified, after deducting therefrom any amounts which the Custodian
determines to be owed to it under Section 12. In addition, the Custodian
may in its discretion withhold from such delivery such Cash and Securities
as may be necessary to settle transactions pending at the time of such
delivery. If within ninety (90) days following the giving of a notice of
termination by the Custodian, the Custodian does not receive from the
Customer a written notice specifying the names of the persons to whom
the Custodian shall deliver the Securities in the Account and to whom the
Cash in the Account shall be paid, the Custodian, at its election, may
deliver such Securities and pay such Cash to a bank or trust company doing
business in the State of New York to be held and disposed of pursuant to
the provisions of this Agreement, or may continue to hold such Securities
and Cash until a written notice as aforesaid is delivered to the Custodian.
15. Notices. Except as otherwise provided in this Agreement, all
request, demands or other communications between the parties or notices in
connection herewith (a) shall be in writing, hand delivered or sent by
telex, telegram or cable, addressed, if to the Customer, to its address
set forth on the signature page hereof and, if to the Custodian, to: c/o
BTNY Services, Inc., ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Global Securities Services, (Telex ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇),
▇▇▇▇▇▇▇▇▇▇: BANTRUS, or in with case to such other address as shall have
been furnished to the receiving party pursuant to the provisions hereof
and (b) shall be deemed effective when received, or, in the case of a
telex, when sent to the proper number and acknowledged by a proper
answerback.
16. Security for Payment. To secure payment of all fees and expenses
payable to Custodian hereunder, including, but not limited to amounts
payable pursuant to indemnification provisions and to the last paragraph
of Section 2, the Customer hereby grants to Custodian a continuing security
interest in and right of setoff against the Account and all Property held
therein from time to time in the full amount of such obligations; provided
that, if the Account consists of more than one portfolio and the obligations
secured pursuant to this Section 16 can be allocated to a specific portfolio,
such security interest and right of setoff will be limited to Property held
for the account of such portfolio only. Should the Customer fail to pay
promptly any amounts owed hereunder, Custodian shall be entitled to use
available Cash in the Account or applicable portion thereof held for a
specific portfolio, as the case may be, and to dispose of Securities in the
Account of such applicable portion thereof as is necessary. In the event
Securities in the Account or such applicable portion thereof are
insufficient to discharge such obligations, the Customer hereby grants
Custodian a continuing security interest in and right of
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setoff against the
balance from time to time in any non-custodian account of the Customer (the
"Pledged Balances"), and Custodian may, at any time from time to time as
Custodian's sole option and without notice, appropriate and apply toward the
payment of such obligations, the Pledged Balances. If at any time Property
in the Account or such applicable porition thereof and the Pledged Balances
are insufficient to fully collateralize such obligations, Customer shall
provide to Custodian additional collateral in form and amount satisfactory
to Custodian and shall grant to Custodian a continuing security interest in
and right of setoff against such collateral. In any such case and without
limiting the foregoing, Custodian shall be entitled to take such other
action(s) or exercise such other options, powers and rights as Custodian now
or hereafter has as a secured creditor under the New York Uniform Commercial
Code or any other applicable law.
17. Governing Law and Successors and Assigns. This Agreement shall be
governed by the State of New York and shall not be assignable by either
party, but shall bind the successors in interest of the Customer and the
Custodian.
18. Publicity. Customer shall furnish to Custodian at its office referred
to in Section 15 above, prior to any distribution thereof, copies of any
material prepared for distribution to any persons who are not parties hereto
that refer in any way to Custodian. Customer shall not distribute or permit
the distribution of such materials if Custodian reasonably objects in
writing within ten (10) business days of receipt thereof (or such other time
as may be mutually agreed) after receipt thereof. The provisions of this
Section shall survive the termination of this Agreement.
19. Submission to Jurisdiction. Any suit, action or proceeding arising
out of this Agreement may be instituted in any State or Federal court sitting
in the City of ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, and the
Customer irrevocably submits to the non-exclusive jurisdiction of any such
court in any such suit, action or proceeding and waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to
the laying of venue of any such suit, action or proceeding brought in such a
court and any claim that such suit, action or proceeding was brought in an
inconvenient forum.
20. Headings. The headings of the paragraphs hereof are included for
convenience of reference only and do not form a part of this Agreement.
By: /s/
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Title(s): CFO
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Address for record: ▇▇▇ ▇▇▇▇▇ ▇▇▇ (19th Fl)
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▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
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BANKERS TRUST COMPANY
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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GCG TRUST AND EQUI-SELECT TRUST FEE SCHEDULE
DOMESTIC CUSTODY
HOLDINGS PRICE
Maintenance $80.00 per account
Dep. Bonds/Stock 1.50
Vault Bonds/Stock 3.00
Cedel Asset Value .0333
Euro CD Asset Value .0033
TRANSACTIONS PRICE
FBE Automated 10.00
FBE Manual 13.00
PTC Automated 16.00
PTC ▇▇▇▇▇▇ 25.00
DTC Automated 7.00
DTC Manual 11.00
DTC ID 5.00
Physical-Auto 18.00
Physical-Manual 23.00
Physical Govt. Auto 23.00
Physical Govt. Manual 30.00
Euro/CD Cedel 50.00
P&I Payments 8.00
Reorganization 38.00
Private Paydown 10.00
Private Placement Income 10.00
Money Movements In/Out 8.00
Polaris-Maintenance 25.00 per portfolio
GLOBAL CUSTODY
I MONTHLY MAINTENANCE $350.00 per account
II. ASSET AND TRANSACTION FEES
ANNUAL TRANSACTION
ASSET CHARGES CHARGES
UNITED STATES (Global Portfolio) .5BP (Same as
Domestic)
TIER I 2.5 BP $25
Cedel Euroclear
TIER II 3BP $25
Australia United Kingdom
Japan Switzerland
Italy
TIER III 5BP $25
Austria Belgium
Denmark France
Hong Kong Ireland
Mexico Netherlands
New Zealand Norway
Sweden
TIER IV 8 BP $25
Malaysia Philippines
Singapore Thailand
EMERGING MARKETS
MARKETS ANNUAL TRANSACTION
ASSET CHARGES CHARGES
Argentina 35BP $100
Bangladesh 40BP $150
Brazil 35BP $50
Chile 30BP $80
Columbia 35BP $100
Czech 20BP $70
Egypt 45BP $80
Finland 10BP $75
Ghana 50BP $150
Greece 35BP $120
Hungary 45BP $150
Israel 40BP $50
India 60BP 40BP
Jordan 30BP $100
Kenya 50BP $150
Morocco 30BP $130
Peru 50BP $100
Pakistan 30BP $150
Portugal 5BP $75
Slovakia 25BP $100
Poland 45BP $100
Russia 50BP $300
South Africa 3BP $50
South Korea 15BP $50
Sri Lanka 12 BP $60
Tunisia 45BP $50
Turkey 15BP $50
Venezuela 35BP $100
Zimbabwe 50BP $150
WIRES PRICE
US $15.00
Non-US $25.00
REIMBUSEMENTS (i.e., couriers, tapes, legal fees) At Cost
NOTES
o The standard Global Custody service includes: asset
safekeeping, trade settlement, income collection, corporate
action processing (including proxy voting) and tax reclaims.
o All income receipts and tax reclaim refunds are
credited to client accounts net of agents' collection fees
(where applicable)
o The client will be responsible for all out of pocket
expense associated with security execution and registration
in Russia. Additionally, due to the uncertainty of
transaction settlement efficiencies in the market,
contractual settlement of trades and posting of income will
not be offered.
o Third party FX transactions and other cash movements
with no associated security transaction (e.g. free
payments/receipts) are charged at $15 per U.S. wire and $25
per non U.S. wire. No fee is levied for FX transactions
executed with Bankers Trust.
o The above fees are inclusive of the provision and
installation of Bankers Trust proprietary software (Polaris,
Globe*View) software but the client is responsible for the
provision of a suitable PC, printer and modem, together with
all associated telecommunication charges.
o USD Balances will earn Fed Funds - 25 basis point
(Global and Domestic Portfolios) and Overdrafts will be
assessed at Prime + 1 basis point.
GCG TRUST AND EQUI-SELECT TRUST BANKERS TRUST COMPANY
/s/ /s/
------------------------------ ----------------------------------
Signature Signature
Secretary ▇▇▇▇▇▇▇ Dudinowski, VP
------------------------------ ----------------------------------
Name Name
4/9/98 3/27/98
------------------------------ ----------------------------------
Date Date
ADDENDUM TO CUSTODIAN AGREEMENT
The Custodian Agreement ("Agreement") between The GCG Trust (the"Trust"), a
Massachusetts business trust having its principal place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and Bankers
Trust Company
(the "Custodian"), a New York banking corporation having its principal place
of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, dated March
2, 1992, and amended by Addenda among the Trust, Directed Services, Inc., and
the Custodian dated October 1, 1993, November 7, 1994 and December 29, 1995, is
hereby amended by the addition of the provisions set forth in this Addendum to
the Agreement, entered into by the Trust, Directed Services, Inc., and Bankers
Trust Company, which is made this 19th day of August, 1997.
WITNESSETH:
WHEREAS, the Trust is authorized to issue separate Series, each of which will
offer a separate class of shares of beneficial interest, each Series having its
own investment objective or objectives, policies, or limitations; 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, pursuant to a Management Agreement, effective as of August 13, 1996,
the Trust has retained Directed Services, Inc. (the "Manager") to render advise
advisory, management, administrative, and other services necessary for the
ordinary operation of many of the Trust's Series; and
WHEREAS, the Trust has appointed Bankers Trust Company to serve as Custodian for
one or more Series of the Trust under the terms and conditions set forth in the
Custodian Agreement dated March 2, 1992; and
WHEREAS, the Trust, the Manager, and the Custodian have agreed to amend the
Custodian Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
in this Addendum, it is agreed between the parties hereto as follows:
In addition to its responsibilities as specified in the Agreement, the Trust
t hereby constitutes and appoints Bankers Trust Company as Custodian 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 by the Trust, shall be Series under the Agreement as
provided in Paragraph 1 of the Agreement and Appendix A thereto.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
by their officers designated below on the date indicated above.
THE GCG TRUST
___________________________ By:__________________________
Attest
___________________________ __________________________
Title Title
DIRECTED SERVICES, INC.
___________________________ By:__________________________
Attest
___________________________ __________________________
Title Title
BANKERS TRUST COMPANY
.
___________________________ By:__________________________
Attest
___________________________ __________________________
Title Title