EXHIBIT (a) (3)
WRITTEN INSTRUMENT AMENDING
THE AGREEMENT AND DECLARATION OF TRUST OF
THE GCG TRUST
The undersigned, being a majority of the Trustees of The GCG Trust (the
"Trust"), hereby amend the Trust's Agreement and Declaration of Trust, which was
Amended and Restated on March 19, 1996 and further amended on June 10, 1996
("Declaration of Trust"), as follows:
1. Acting pursuant to Section 1.1 of the Declaration of Trust, under which the
names of the Trust and Series are designated, pursuant to Section 6.2,
heretofore been divided into twenty-seven separate series (each a "Series," and
collectively, the "Series"), the undersigned hereby amend Section 6.2 of the
Declaration of Trust to change the name of the "Natural Resource Series" to
the "Hard Assets Series."
2. Acting pursuant to Sections 6.2 and 11.4 of the Declaration of Trust, under
which the shares of beneficial interest of the Trust had, pursuant to Section
6.2, heretofore been divided into twenty-five separate series (each a "Series,"
and collectively, the "Series"), the undersigned hereby amend Section 6.2 of the
Declaration of Trust to establish and designate a new Series of the Trust, to be
known as the "Mid-Cap Growth Series."
(a) The Series shall be authorized to hold cash and invest in securities,
instruments and other property and use investment techniques as from time to
time described in the Trust's then currently effective prospectus relating to
the Series and the Trust's registration statement under the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as amended (the
"Act"). Each share of beneficial interest ("Share") of the Series shall be
redeemable as provided in the Declaration of Trust, and shall be entitled to one
vote (or fraction thereof in respect of a fractional Share), unless otherwise
required by law, on matters in which Shares of the Series shall be entitled to
vote, and shall represent a pro rata beneficial interest in the assets allocated
to the Series. The proceeds of sales of Shares of the Series, together with any
income and gain thereon, less any diminution or expenses thereof, shall
irrevocably belong to the Series, unless otherwise required by law. Each Share
of the Series shall be entitled to receive its pro rata share of net assets of
the Series upon liquidation of the Series, all as provided in the Declaration of
Trust. Upon redemption of a shareholder's Shares, or indemnification for
liabilities incurred by reason of a shareholder being or having been the
shareholder of the Series, such shareholder shall be paid solely out of the
property of the Series.
(b) Shareholders of the Series shall vote separately as a class on any matter
except, consistent with the Act and the rules thereunder, and the Trust's
registration statement thereunder, (i) the election of Trustees, (ii) any
amendment to the Declaration of Trust, unless the amendment affects fewer than
all classes, in which case shareholders of the affected classes shall vote
separately, and (iii) ratification of the selection of auditors. In each case of
such separate voting, the Trustees shall determine whether, for the matter to be
effectively acted upon within the meaning of Rule 18f-2 under the Act or any
successor rule as to the Series, the applicable percentage (as specified in the
Declaration of Trust, or the Act and the rules thereunder) of the Shares of the
Series alone must be voted in favor of the matter, or whether the favorable vote
of such applicable percentage of the Shares of each Series entitled to vote on
the matter is required.
(c) The assets and liabilities of the Trust shall be allocated among the
Series as set forth in Section 6.2 of the Declaration of Trust, except as
provided below:
(i) Costs incurred by the Trust in connection with the organization,
registration and public offering of Shares designated Managed Global
Series may be amortized for such Series over the lesser of the life of
the Series or the five-year period beginning with the month that such
Series commences operations.
(ii) Costs incurred by the Trust in connection with the organization,
registration and public offering of Shares designated Managed Global
Series may be amortized for such Series over the lesser of the life of
the Series or the five-year period beginning with the month that such
Series commences operations.
(iii)Costs incurred by the Trust in connection with the organization,
registration and public offering of Shares designated Mid-Cap Series
may be amortized for such Series over the lesser of the life of the
Series or the five-year period beginning with the month that such
Series commences operations.
(iv) The liabilities, expenses, costs, charges or reserves of the Trust
(other than the management fee, distribution fee or the organizational
expenses paid by the Trust) which are not readily identifiable as
belonging to any particular Series shall be allocated among the Series
on the basis of their relative average daily net assets.
(v) The Trustees may from time to time in particular cases make specific
allocations of assets or liabilities among the Series.
(d) The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets and expenses or to change
the designation of any Series now or hereafter created, or to otherwise change
the special and relative rights of any such Series provided that such change
shall not adversely affect the rights of shareholders of the Series.
This instrument may be executed in counterparts.
IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the 23rd day of January, 1997.
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X. Xxxxxx Xxxxx
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PRESIDENT'S CERTIFICATE
The undersigned, being the duly elected, qualified and active President of
The GCG Trust (the "Trust"), hereby certifies, pursuant to Section 11.4 of the
Trust's Agreement and Declaration of Trust ("Declaration of Trust"), that the
amendment to the Declaration of Trust, dated January 23, 1997, has been duly
adopted in accordance with the provisions of the Declaration of Trust.
Dated: January 23, 1997
Xxxxx X. Xxxxxxx
President
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