File No. 33-23512, 811-5629
Filed under Rule 497(e)
THE GCG TRUST
SUPPLEMENT DATED JANUARY 31, 1997 TO
PROSPECTUS DATED SEPTEMBER 3, 1996
Effective at the close of business on January 31, 1997,
Warburg, Pincus Counsellors, Inc. will cease to act as the
Portfolio Manager to the All-Growth Series of The GCG Trust
(the "Trust"). The Trust's Board of Trustees, at a special
meeting on January 23, 1997, approved a portfolio management
agreement among the Trust, Directed Services, Inc. and Pilgrim
Baxter & Associates, Ltd. ("Pilgrim Baxter") appointing Pilgrim
Baxter as Portfolio Manager to the All-Growth Series.
The agreements approved by the Trustees is substantially
similar to the agreement now in effect including the compensation
to be paid to the new Portfolio Managers. Additionally, the Board
of Trustees voted to submit the agreement to the shareholders of
the All-Growth Series of the Trust for their approval.
PILGRIM BAXTER & ASSOCIATES, LTD.
Pilgrim Baxter & Associates, Ltd., with offices at 1255 Drummers Lane,
Suite 300, Wayne, Pennsylvania 19807, together with its predecessor
corporations, was founded in 1982. Pilgrim Baxter, a Delaware
corporation, is a wholly owned subsidiary of United Asset Management
Corporation, a publicly traded company. Pilgrim Baxter is a professional
investment management firm which provides advisory services to pension
and profit sharing plans, charitable institutions, corporations,
individual investors, trust and estates, and other investment companies.
As of December 31, 1996, Pilgrim Baxter managed approximately $14.7
billion of assets, including approximately $10 billion of investment
company assets. Pilgrim Baxter will assume portfolio management of the
All-Growth Series on February 3, 1997.
Bruce J. Muzina will be responsible for management of the All-Growth
Series. Mr. Muzina has been an investment professional with Pilgrim
Baxter since 1985.
NATURAL RESOURCES SERIES
On January 23, 1997 the Board of Trustees approved a change in name of the
Natural Resources Series to the Hard Assets Series (the "Series"). The
Board also approved a change in investment policies to permit the Series
to invest up to 25% of its assets in real estate investment trusts in
addition to its existing investment policies and restrictions.
