U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
The GCG Trust
1001 Jefferson Street, Suite 400
Wilmington, DE 19801
2. Name of each series or class of funds for which this notice is filed:
Multiple Allocation Series
Fully Managed Series
Limited Maturity Bond Series
Hard Assets Series
Real Estate Series
All-Growth Series
Capital Appreciation Series
The Fund For Life
Emerging Markets Series
Rising Dividends Series
Market Manager Series
Value Equity Series
Strategic Equity Series
Managed Global Series
Small Cap Series
Liquid Asset Series
3. Investment Company Act File Number: 811-5629
Securities Act File Number: 33-23512
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 641,370
Sale Price: $6,636,456
Pursuant to Instruction B.5 of Form 24F-2, securities sold to unmanaged
separate accounts that offer interests that are registered under the
Securities Act of 1933, and on which a registration fee has been or
will be paid, have been excluded from the securities reported herein.
During the fiscal year ended December 31, 1996, the Registrant sold
$98,814,306 shares (aggregate sale price: $403,719,829) to such
separate accounts.
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 641,370
Sale Price: $6,636,456
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Number: 236,814
Sale Price: $2,493,528
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $6,636,456
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 2,493,528
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(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - 1,351,014
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[Pursuant to Instruction C.4 of Form 24F-2, shares
redeemed from unmanaged separate accounts have not
included in the number of shares redeemed provided
above.]
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to filing
fees pursuant to rule 24e-2
(if applicable): + N/A
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)]
(if applicable): $7,778,970
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/3300
(vii) Fee due [line (i) or in (v) multiplied
by line (vi)]: $2,357.26
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the close
of the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: February 28, 1997
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Marilyn Talman
Marilyn Talman
Assistant Secretary
Date March 3, 1997
*Please print the name and title of the signing officer below the signature.
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005-1208
Telephone: (202) 626-3300
Fax: (202) 626-3334
February 28, 1997
The GCG Trust
1001 Jefferson Street, Suite 400
Wilmington, DE 19801
Dear Sir or Madam:
As counsel for The GCG Trust (the "Trust") during the fiscal year ended
December 31, 1996, we are familiar with the registration of the Trust under the
Investment Company Act of 1940 and the registration statement relating to its
shares of beneficial interest (the "Shares") under the Securities Act of 1933
(File No. 33-23512)(the "Registration Statement"). We also have examined such
other Trust records, agreements, documents and instruments as we deemed
appropriate.
Based upon the foregoing, it is our opinion with respect to the
issuance of 98,835,461 shares of beneficial interest of the Trust for valuable
consideration in the amount of $399,954,170 (representing 887,866 shares of the
All-Growth Series for $12,490,057; 2,370,404 shares of the Capital Appreciation
Series for $35,239,069; 4,205,212 shares of the Small Cap Series for
$48,985,471; 9,409,648 shares of the Managed Global Series for $100,318,133;
1,613,556 shares of the Value Equity Series for $21,964,962; 1,962,221 shares of
the Strategic Equity Series for $21,324,009; 2,901,441 shares of the Rising
Dividends Series for $43,034,734; 1,483,387 shares of the Emerging Markets
Series for $14,469,857; 1,322,313 shares of the Natural Resources Series for
$23,567,810; 868,033 shares of the Real Estate Series for $12,725,360; 33,652
shares of the Market Manager Series for $449,230; 2,365,652 shares of the
Multiple Allocation Series for $29,603,781; 1,606,067 shares of the Fully
Managed Series for $23,669,870; 1,920,578 shares of the Limited Maturity Bond
Series for $20,803,703; 73,694,512 shares of the Liquid Asset Series for
$73,694,512; and 10,817 shares of The Fund For Life for $77,446) issued during
the Trust's fiscal year ending December 31, 1996, it is our opinion that such
shares were, when sold, duly and validly authorized, legally and validly issued,
and fully paid, and non-assessable by the Trust.
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We consent to the filing of this opinion in connection with the Notice
on Form 24F-2 to be filed on behalf of the Trust with the Securities and
Exchange Commission for the Trust's fiscal year ended December 31, 1996.
Very truly yours,
/s/ DECHERT PRICE & RHOADS
