As filed with the Securities and Exchange Commission on August 28, 1996
Registration Nos. 33-23512, 811-5629
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
Registration Statement under
The Securities Act of 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 28
and/or
Registration Statement under
The Investment Company Act of 1940
Amendment No. 29
THE GCG TRUST
(Exact Name of Registrant as Specified in Charter)
1001 Jefferson Street, Suite 400
Wilmington, DE 19801
[302-576-3400]
(Address and Telephone Number of Principal Executive Offices)
Marilyn Talman, Esq. COPY TO:
Golden American Life Insurance Company Jeffrey S. Puretz, Esq.
1001 Jefferson Street Dechert Price & Rhoads
Wilmington, DE 19801 1500 K Street, N.W., Suite 500
(Name and Address of Agent for Service of Process) Washington, D.C. 20005
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Approximate date of commencement of proposed sale to the public:
A soon as practical after the effective date of the Registration Statement
It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to paragraph (b)
[ X] on September 3, 1996 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on _________ pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on _________ pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
[ X] this Post-Effective Amendment designates a new effective
date for a previously filed Post- Effective Amendment.
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DECLARATION PURSUANT TO RULE 24f-2
The Registrant has previously filed a declaration of indefinite registration of
its shares of beneficial interest pursuant under the Securities Act of 1933
pursuant to Rule 24f-2 under the Investment Company Act of 1940. The Rule 24f-2
Notice for the year ended December 31, 1995 was filed on February 28, 1996.
<PAGE>
THE GCG TRUST
CROSS-REFERENCE SHEET
This filing is being made pursuant to Rule 485(b)(1)(v) for the purpose of
designating a new effective date for a previously filed post-effective amendment
which has not yet become effective.
THE GCG TRUST (ALL SERIES EXCEPT MARKET MANAGER
SERIES AND THE FUND FOR LIFE)
The prospectus and statement of additional information for The GCG Trust
are not affected by this Post-Effective Amendment and are incorporated by
reference from The GCG Trust's Post-Effective Amendment No. 27, which was filed
with the Securities and Exchange Commission on June 14, 1996.
MARKET MANAGER SERIES
The Prospectus for the Market Manager Series is not affected by this
Post-Effective Amendment and is incorporated by reference from The GCG Trust's
Post-Effective Amendment No. 25, which was filed with the Securities and
Exchange Commission on May 2, 1996.
THE FUND FOR LIFE
The Prospectus and Statement of Additional Information for The Fund For Life
are not affected by this Post-Effective Amendment and are incorporated by
reference from The GCG Trust's Post- Effective Amendment No. 26, which was filed
with the Securities and Exchange Commission on May 14, 1996.
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements
(1) Part A for The GCG Trust (Multiple Allocation Series, Fully
Managed Series, Limited Maturity Bond Series, Natural
Resources Series, Real Estate Series, All-Growth Series,
Capital Appreciation Series, Rising Dividends Series, Emerging
Markets Series, Value Equity Series, Strategic Equity Series,
Small Cap Series, Managed Global Series, and Liquid Asset
Series):
Financial Highlights15
(Not applicable for the Small Cap Series, which
commenced operations January 2, 1996)
Part A for Market Manager Series:
Financial Highlights15
Part B for The GCG Trust (Multiple Allocation Series, Fully
Managed Series, Limited Maturity Bond Series, Natural
Resources Series, Real Estate Series, All-Growth Series,
Capital Appreciation Series, Rising Dividends Series, Emerging
Markets Series, Value Equity Series, Strategic Equity Series,
Small Cap Series, Managed Global Series, Liquid Asset Series,
and Market Manager Series): The audited financial statements
(for all series except the Small Cap Series and the Managed
Global Series) dated as of December 31, 1995 are incorporated
by reference from the Trust's Annual Report dated as of
December 31, 1995. The audited financial statements for the
Managed Global Series are included in Part B.15
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Statements of Investments
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
(2) Part A for The Fund For Life Series of The GCG Trust:
Financial Highlights2
Part B for The Fund For Life Series of The GCG Trust: The
audited financial statements dated as of December 31, 1995 are
incorporated by reference from The Fund For Life's Annual
Report dated as of December 31, 1995.
Statement of Net Assets
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors2
<PAGE>
(b) Exhibits (the number of each exhibit relates to the exhibit
designation in Form N-1A):
(1) (a) Amended and Restated Agreement and Declaration of Trust 1
(b) Amendment to the Restated Agreement and Declaration of
Trust (adding the Managed Global Series)15
(2) By-laws3
(3) Not Applicable
(4) Not Applicable
(5) (a) (i) Form of Management Agreement (on behalf of all Series
except The Fund For Life)15
(ii) Form of Management Agreement (for The Fund For Life)5
(b) Portfolio Management Agreements
(i) Form of Portfolio Management Agreement with Van Eck
Associates Corporation15
(ii) Form of Portfolio Management Agreement with T. Rowe
Price Associates, Inc.15
(iii)Form of Portfolio Management Agreement with Zweig
Advisors Inc.15
(iv) Form of Portfolio Management Agreement with Chancellor
Trust Company15
(v) Form of Portfolio Management Agreement with Bankers
Trust Company15
(vi) Form of Portfolio Management Agreement with Kayne,
Anderson Investment Management, L.P.15
(vii)Form of Portfolio Management Agreement with Warburg,
Pincus Counsellors, Inc.15
(viii) Form of Portfolio Management Agreement with Eagle
Asset Management, Inc.15
(ix) Form of Portfolio Management Agreement with E.I.I.
Realty Securities, Inc.15
(x) Form of Portfolio Management Agreement with Fred Alger
Management, Inc.15
(xi) Form of Portfolio Management Agreement with Equitable
Investment Services, Inc.15
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<PAGE>
(c) Form of Sub-Investment Advisory Agreement between Bankers Trust
Company and BT Fund Managers (International) Limited for the
Emerging Markets Series4
(d) Form of Administrative Services Agreement for The Fund For Life5
(e) Administration and Fund Accounting Agreement among the Trust,
Directed Services, Inc., and The Shareholder Services Group,
Inc.6
(6) Distribution Agreement15
(7) Not Applicable
(8) (a) (i) Custodian Agreement7
(ii) Form of Addendum to Custodian Agreement8
(iii)Form of Addendum to Custodian Agreement (adding the
Market Manager Series and Value Equity Series)9
(iv) Form of Addendum to the Custodian Agreement (adding the
Strategic Equity Series)10
(v) Form of Addendum to the Custodian Agreement (adding the
Small Cap Series)11
(vi) Form of Addendum to the Custodian Agreement (adding
Managed Global Series)15
(9) (a) (i) Transfer Agency and Service Agreement12
(ii) Form of Addendum to the Transfer Agency and Service
Agreement for The Fund For Life, Zero Target 2002
Series, and Capital Appreciation Series5
(b) (i) Form of Organizational Agreement for Golden American Life
Insurance Company12
(ii) Assignment Agreement for Organizational Agreement13
(iii)Form of Organizational Agreement for The Mutual Benefit Life
Insurance Company13
(iv) Assignment Agreement for Organizational Agreement13
(v) Form of Addendum to Organizational Agreement (adding Market
Manager Series and Value Equity Series)9
(vi) Form of Addendum to the Organizational Agreement (adding the
Strategic Equity Series)10
(vii)Form of Addendum to the Organizational Agreement (adding the
Small Cap Series)11
(viii) Form of Addendum to the Organizational Agreement (adding
Managed Global Series)15
(c) (i) Form of Settlement Agreement for Golden American Life
Insurance Company12
(ii) Assignment Agreement for Settlement Agreement13
(iii) Form of Settlement Agreement for The Mutual Benefit Life
Insurance Company13
(iv) Form of Assignment Agreement for Settlement Agreement13
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<PAGE>
(d) Indemnification Agreement13
(e) (i) Form of Expense Reimbursement Agreement13
(ii) Amendment No. 1 to the Expense Reimbursement Agreement7
(iii) Amendment No. 2 to the Expense Reimbursement Agreement7
(iv) Amendment No. 3 to the Expense Reimbursement Agreement7
(v) Amendment No. 4 to the Expense Reimbursement Agreement7
(10) Opinion and Consent of Counsel12
(11) Consent of Ernst & Young LLP -- to be filed in a subsequent post
-effective amendment on or prior to the effectiveness of this
Post-Effective Amendment
(12) Not Applicable
(13) (a) Initial Capital Agreement12
(b) Form of Initial Capital Agreement for The Fund For Life7
(14) Not Applicable
(15) Not Applicable
(16) Schedule showing computation of performance quotations
provided in response to Item 22 (unaudited)14
(17) Financial Data Schedules15
(18) Secretary's Certificate pursuant to Rule 483(b)9
(19) Powers of Attorney2
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1 Incorporated by reference to Post-Effective Amendment No. 25 to the
Registration Statement on Form N-1A of The GCG Trust as filed on May
2, 1996, File No. 33-23512.
2 Incorporated by reference to Post-Effective Amendment No. 26 to the
Registration Statement on Form N-1A of The GCG Trust as filed on May
14, 1996, File No. 33-23512.
3 Incorporated by reference to the original Registration Statement on
Form N-1A of Western Capital Specialty Managers Trust as filed on
August 4, 1988, File No. 33-23512.
4 Incorporated by reference to Post-Effective Amendment No. 14 to the
Registration Statement on Form N-1A of The GCG Trust as filed on
October 1, 1993, File No. 33-23512.
5 Incorporated by reference to Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A of the Specialty Managers Trust as
filed on December 4, 1991, File No. 33- 23512.
6 Incorporated by reference to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A of The GCG Trust as filed on April
28, 1995, File No. 33-23512.
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<PAGE>
7 Incorporated by reference to Post-Effective Amendment No. 12 to the
Registration Statement on Form N-1A of The GCG Trust as filed on May
3, 1993, File No. 33-23512.
8 Incorporated by reference to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A of The GCG Trust as filed on
August 2, 1993, File No. 33-23512.
9 Incorporated by reference to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A of The GCG Trust as filed on
October 17, 1994, File No. 33-23512.
10 Incorporated by reference to Post-Effective Amendment No. 22 to the
Registration Statement on Form N-1A of The GCG Trust as filed on
September 26, 1995, File No. 33- 23512.
11 Incorporated by reference to Post-Effective Amendment No. 24 to the
Registration Statement on Form N-1A of The GCG Trust as filed on
December 22, 1995, File No. 33-23512.
12 Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A of Western Capital Specialty
Managers Trust as filed on November 23, 1988, File No. 33-23512.
13 Incorporated by reference to Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A of The Specialty Managers Trust as
filed on April 23, 1991, File No. 33- 23512.
14 Incorporated by reference to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A of The GCG Trust as filed on March
2, 1995, File No. 33-23512.
15 Incorporated by reference to Post-Effective Amendment No. 27 to the
Registration Statement on Form N-1A of The GCG Trust as filed on June
14, 1996, File No. 33-23512.
Item 25. Persons Controlled by or Under Control with Registrant.
As of the date of this Post-Effective Amendment, a separate account of
The Mutual Benefit Life Insurance Company ("MBL"), separate accounts of
Hartford Life Insurance Company, separate accounts of Security Equity
Life Insurance Company, and Golden American Life Insurance Company and
its separate accounts own all of the outstanding shares of Registrant.
MBL, Hartford Life Insurance Company, Security Equity Life Insurance
Company, and Golden American Life Insurance Company are required to vote
fund shares in accordance with instructions received from owners of
variable life insurance and annuity contracts funded by separate
accounts of that company.
Item 26. Number of Holders of Securities.
As of the date of this Registration Statement, there are 9 shareholders
of record of Registrant's shares.
Item 27. Indemnification.
Reference is made to Article V, Section 5.4 of the Registrant's
Agreement and Declaration of Trust, which is incorporated by reference
herein.
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<PAGE>
Pursuant to Indemnification Agreements between the Trust and each
Independent Trustee, the Trust indemnifies each Independent Trustee
against any liabilities resulting from the Independent Trustee's serving
in such capacity, provided that the Trustee has not engaged in certain
disabling conduct.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant by the Registrant pursuant to the
Trust's Agreement and Declaration of Trust, its By- laws or otherwise,
the Registrant is aware that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Act and, therefore, is unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by directors,
officers or controlling persons or the Registrant in connection with the
successful defense of any act, suit or proceeding) is asserted by such
directors, officers or controlling persons in connection with the shares
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issues.
Item 28. Business and Other Connections of Investment Adviser.
Directed Services, Inc.
The Manager of all Series of the Trust is Directed Services, Inc. The
directors and officers of the Manager have, during the past two fiscal years,
had substantial affiliations with EIC Variable, Inc., formerly BT Variable, Inc.
("BT Variable"), and Golden American Life Insurance Company ("Golden American")
and Equitable of Iowa Companies (EIC") and its affiliates. Unless otherwise
stated all offers of DSI have a principal business address of 1001 Jefferson
Street, Suite 400, Wilmington, Delaware 19801. Except for Mr. Kendall all
directors of DSI are employees of either EIC or one of its affiliates and serve
as directors of each of EIC's subsidiaries. In addition to DSI, EIC Variable and
Golden American, EIC's subsidiaries are Equitable Life Insurance Company of Iowa
("Equitable Life"), Equitable American Insurance Company ("Equitable American"),
USG Annuity & Life Company, Inc. ("USG"), Locust Street Securities, Inc., and
Equitable Investment Services, Inc. ("EISI"). EIC's principal business address
is 604 Locust Street, Des Moines, Iowa 50306.
<TABLE>
<S> <C> <C>
Name Position With Adviser Other Affiliations
Fred S. Hubbell Director Chairman, President and Chief Executive officer of
EIC, Equitable American, Equitable Life and USG;
and Chairman of EISI
Lawrence V. Durland, Jr. Director Senior Vice President of EIC, Equitable American,
Equitable Life
Paul E. Larson Director Executive Vice president, Treasurer and Chief
Financial Officer of EIC, Equitable American and
USG; and, Executive Vice President and Chief
Financial Officer of Equitable Life
Thomas L. May Director Senior Vice President of Marketing for Equitable
Life and USG
John A. Merriman Director Secretary and General Counsel of EIC, Equitable
] American, Equitable Life and USG
Beth B. Neppl Director Vice President of Human Resources of EIC
Paul R. Schlaack Director President and Chief Executive Officer of EISI
</TABLE>
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<TABLE>
<S> <C> <C>
Terry L. Kendall Chief Executive Officer and Director, and Chief Executive Officer,
Director Golden American Life Insurance
Company; President, Director, and
Chief Executive Officer, EIC
Variable, Inc., 1993 to present;
Director, EIC Subsidiaries;
President and Chief Executive Officer,
United Pacific Life Insurance
Company, 1983 to 1993.
Mary Bea Wilkinson President Senior Vice President, Golden American Life Insurance Company
and EIC Variable, Inc.; formerly,
Assistant Vice President, CIGNA
Insurance Companies and Vice
President and Controller, United
Pacific Life Insurance Company.
Barnett Chernow Executive Vice President Executive Vice President, Golden American Life Insurance Company;
Executive Vice President, EIC
Variable, Inc.; Senior Vice
President and Chief Financial
Officer, Reliance Insurance
Company, August 1977- July 1993.
Mitchell R. Katcher Executive Vice President Executive Vice President of EIC Variable, Inc. and
Golden American Life Insurance Company;
formerly, Consulting Actuary,
Tillinghast.
Myles R. Tashman Executive Vice President and Executive Vice President, General Counsel, and Secretary,
Secretary Golden American Life Insurance Company and EIC
Variable, Inc.; formerly Senior
Vice President and General
Counsel, United Pacific Life
Insurance Company.
</TABLE>
Zweig Advisors Inc.
For information regarding Zweig Advisors Inc., reference is made to Form ADV of
Zweig Advisors Inc., SEC File No. 801-27366, which is incorporated by reference.
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<PAGE>
T. Rowe Price Associates, Inc.
For information regarding T. Rowe Price Associates, Inc., reference is made to
Form ADV of T. Rowe Price Associates, Inc., SEC File No. 801-00856, which is
incorporated by reference.
Van Eck Associates Corporation
For information regarding Van Eck Associates Corporation, reference is made to
Item 28 on Form N-1A for Van Eck Funds, Registration No. 2-97596, which is
incorporated by reference.
Warburg, Pincus Counsellors, Inc.
For information regarding Warburg, Pincus Counsellors, Inc., reference is made
to Form ADV of Warburg, Pincus Counsellors, Inc., SEC File No. 801-7321, which
is incorporated by reference.
Kayne, Anderson Investment Management, L.P.
For information regarding Kayne, Anderson Investment Management, L.P, reference
is made to Form ADV of Kayne, Anderson Investment Management, L.P., SEC File No.
801-24241, which is incorporated by reference.
Eagle Asset Management, Inc.
For information regarding Eagle Asset Management, Inc., reference is made to
Form ADV of Eagle Asset Management, Inc., SEC File No. 801-21343, which is
incorporated by reference.
E.I.I. Realty Securities, Inc.
For information regarding E.I.I. Realty Securities, Inc., reference is made to
Form ADV of E.I.I. Realty Securities, Inc., SEC File No. 801-44099, which is
incorporated herein by reference.
Fred Alger Management, Inc.
For information regarding Fred Alger Management, Inc., reference is made to Form
ADV of Fred Alger Management, Inc., SEC File No. 801-6709, which is incorporated
by reference.
Chancellor Trust Company
For information regarding Chancellor Trust Company, Inc. ("CTC"), reference is
made to Form ADV of Chancellor Capital Management, Inc. ("CCM"), the direct
parent of CTC, SEC File No. 801-9087, which is incorporated by reference.
Officers and directors of CCM have the same titles and responsibilities in CTC.
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<PAGE>
Bankers Trust Company
For information regarding Bankers Trust Company, reference is made to Part
C of the Registration Statement of BT Investment Funds, SEC File Nos.
33-07404, and 811-7460, which is incorporated by reference.
Equitable Investment Services, Inc.
For information regarding Equitable Investment Services, Inc., reference is
made to Form ADV of Equitable Investment Services, Inc., SEC File No.
801-46909, which is incorporated by reference.
Item 29. Principal Underwriters.
(a) Directed Services, Inc. serves as Distributor of Shares of The GCG
Trust. Directed Services, Inc. also serves as principal underwriter to
DSI Series Fund, Inc.
(b) The following officers of Directed Services, Inc. hold positions with
the registrant: Terry Kendall (President and Chairman), Barnett
Chernow (Vice President), Myles R. Tashman (Secretary), and Mary Bea
Wilkinson (Treasurer).
(c) Not Applicable
Item 30. Location of Accounts and Records.
The Trust maintains its books of account for each Series as required by
Section 31(a) of the 1940 Act and rules thereunder at its principal
office at 1001 Jefferson Street, Suite 400, Wilmington, Delaware 19801.
Item 31. Management Services.
There are no management-related service contracts not discussed in Part
A or Part B.
Item 32. Undertakings.
(a) Not Applicable
(b) Not Applicable
(c) Registrant undertakes to furnish to each person to whom a
prospectus for The GCG Trust or The Fund For Life is provided a
copy of the Trust's or The Fund For Life's latest Annual Report
upon request and without charge.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment No. 28 to the Registration Statement on Form N-1A (File No. 33-23512)
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Wilmington, and the State of Delaware, on August 28, 1996.
THE GCG TRUST
(Registrant)
______________________
Terry L. Kendall*
President
*By: /s/ Marilyn Talman
Marilyn Talman
as Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 28 to the Registration Statement on Form N-1A (File No. 33-23512)
has been duly signed below by the following persons on behalf of The GCG Trust
in the capacity indicated on August 28, 1996.
Signature Title
______________________
Terry L. Kendall* Chairman of the Board
and President
______________________ Trustee
Robert A. Grayson*
______________________ Trustee
M. Norvel Young*
______________________ Trustee
Roger B. Vincent*
______________________ Treasurer
Mary Bea Wilkinson*
*By: /s/ Marilyn Talman
Marilyn Talman
as Attorney-in-Fact
<PAGE>
