EXHIBIT (a) (7)
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, January
12, 1998 and February 16, 1999 ("Declaration of Trust"), as follows:
1. 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 three new Series of the Trust, to be known as the Investors
Series, All Cap Series, and the Large Cap Growth 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 shareholder's 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) Costs incurred by the Trust in connection with the organization,
registration and public offering of Shares designated Investors
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.
(xiii) Costs incurred by the Trust in connection with the organization,
registration and public offering of Shares designated All 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.
(xiv) Costs incurred by the Trust in connection with the organization,
registration and public offering of Shares designated Large 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
(xv) 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.
(xvi) 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 17th day of August, 1999.
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PRESIDENTS 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 Trusts Agreement and
Declaration of Trust ("Declaration of Trust"), that the amendment
to the Declaration of Trust, dated August 17, 1999, has been duly
adopted in accordance with the provisions of the Declaration of
Trust.
Dated: August 17, 1999 /s/ X. Xxxxx Xxxxxxxxx
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President
