<PAGE>
EXHIBIT (h)(2)(M)
ADDENDUM TO ORGANIZATIONAL AGREEMENT
The Organizational Agreement, made the 28th day of
December, 1988 among The GCG Trust (the "Trust"), Directed
Services, Inc. ("DSI"), and Golden American Life Insurance
Company ("Golden American") (the "Organizational Agreement"), as
amended by the Assignment Agreement to the Organizational
Agreement dated March 20, 1991 and Addenda to the Organizational
Agreement dated October 1, 1993, November 7, 1994, December 29,
1995, March 4, 1997, August 19, 1997, February 16, 1999, June 15,
1999, February 17, 2000 and of May 18, 2000 is hereby amended by the
addition of the provisions set forth in this Addendum to the
Organizational Agreement, which is dated as of the 16th day of
November 2000.
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;
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;
WHEREAS, the Trust has established one new series
designated as the International Equity Series; and
WHEREAS, the Trust and Golden American desire that the
International Equity Series be sold to the separate accounts of
Golden American to fund benefits under variable life insurance
policies and variable annuity contracts issued by Golden
American;
NOW THEREFORE, in consideration of the mutual promises and
covenants contained in this Addendum, it is agreed between the
parties hereto as follows:
1. The International Equity Series listed on Exhibit B to
the Organizational Agreement, shall be series under the
Organizational Agreement.
2. Exhibit B to the Organizational Agreement shall be replaced
with a new Exhibit B, a copy of which is attached hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Addendum to be executed as of the date indicated above.
THE GCG TRUST
By:__________________________
Title:__________________________
DIRECTED SERVICES, INC.
By:__________________________
Title:__________________________
GOLDEN AMERICAN
LIFE INSURANCE COMPANY
By:__________________________
Title:__________________________
EXHIBIT B
The Series of The GCG Trust, as described in the attached
Organizational Agreement, are as follows:
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
Rising Dividends Series
Emerging Markets Series
Market Manager Series
Value Equity Series
Strategic Equity Series
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)
Global Fixed Income Series
Developing World Series
Capital Growth Series
Investors Series
All Cap Series
Large Cap Value Series
Managed Global Series
Diversified Mid-Cap Series
Asset Allocation Growth Series
Special Situations Series
International Equity Series
