EXHIBIT (a) (5)
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 Trusts Agreement and
Declaration of Trust, which was Amended and Restated on March 19,
1996 and further amended on June 10, 1996, January 23, 1997, and
January 12, 1998 ("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 thirty-five
separate series (each a "Series," and collectively, the "Series"),
the undersigned hereby amend Section 6.2 of the Declaration of
Trust to change the names of the "Multiple Allocation Series" to
the "Equity Income Series" and "Value + Growth Series" to the
"Growth 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,
pursuant to Section 6.2, are divided into thirty-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 two new Series of the Trust, to be known as the Large
Cap Value Series and the International Equity Series.
(a). Each 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 Trusts then
currently effective prospectus relating to the respective Series
and the Trusts 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 each 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 respective Series shall
be entitled to vote, and shall represent a pro rata beneficial
interest in the assets allocated to the respective Series. The
proceeds of sales of Shares of each Series, together with any
income and gain thereon, less any diminution or expenses
thereof, shall irrevocably belong to the respective Series,
unless otherwise required by law. Each Share of each Series
shall be entitled to receive its pro rata share of net assets of
the Series upon liquidation of the respective Series, all as
provided in the Declaration of Trust. Upon redemption of a
shareholders Shares, or indemnification for liabilities incurred
by reason of a shareholder being or having been the shareholder
of any Series, such shareholder shall be paid solely out of the
property of the respective Series.
(b). Shareholders of each Series shall vote separately as a class
on any matter except, consistent with the Act and the rules
thereunder, and the Trusts 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 each
Series, the applicable percentage (as specified in the Declaration
of Trust, or the Act and the rules thereunder) of the Shares of the
respective 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 Mid-Cap Growth 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 Total Return 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) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares
designated Research 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.
(v) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares
designated Growth & Income 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.
(vi) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares
designated Growth 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.
(vii) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares
designated Global Fixed Income 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.
(viii) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares
designated Growth Opportunities 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.
(ix) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares
designated Developing World 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.
(x) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares
designated Large Cap Value 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.
(xi) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares
designated International Equity 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.
(xii) 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.
(xiii) 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 16th day of February, 1999.
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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 February 16, 1999, has been duly adopted in accordance
with the provisions of the Declaration of Trust.
Dated: February 16, 1999 /s/X. Xxxxx Xxxxxxxxx
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President
