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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
[ ] Definitive Proxy Statement Commission Only (as Permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or 240.14a-12
THE GCG TRUST
------------------------
(Name of Registrant as Specified In Its Charter)
THE GCG TRUST
------------------------
(Name of Person Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:_____
(2) Aggregate number of securities to which transaction applies:________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:_________________________________
(4) Proposed maximum aggregate value of transaction:____________________
(5) Total fee paid:_____________________________________________________
[ ] Fee paid previously with preliminary materials.__________________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:_____________________________________________
(2) Form, Schedule or Registration Statement No.:_______________________
(3) Filing Party:_______________________________________________________
(4) Date Filed:_________________________________________________________
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THE GCG TRUST
1475 DUNWOODY DRIVE
WEST CHESTER, PA 19380
800-366-0066
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF THE EMERGING MARKETS SERIES
MARCH __, 2000
To the Shareholders of the Emerging Markets Series of The GCG Trust:
Notice is hereby given to the holders of shares of beneficial
interest (the "Shares") of the Emerging Markets Series of The GCG Trust
(the "Trust"), a Massachusetts business trust, that a Special Meeting of
the Shareholders of the Trust (the "Meeting") will be held at 1475
Dunwoody Drive, West Chester, PA 19380, on March __, 2000, at 10:00 a.m.,
local time, for the following purpose:
To approve a new Portfolio Management Agreement among the Trust,
Directed Services, Inc. ("DSI") and Baring International
Investment Limited on behalf of the Emerging Markets Series; and
To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Trustees has fixed the close of business on January 31,
2000 as the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting or any adjournment thereof.
By Order of the Board of Trustees
Myles R. Tashman, Secretary
February __, 2000
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MANAGEMENT OF THE TRUST RECOMMENDS THAT YOU CAST YOUR VOTE FOR THE
APPROVAL OF THE NEW PORTFOLIO MANAGEMENT AGREEMENT.
YOUR VOTE IS IMPORTANT! PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON
THE ENCLOSED AUTHORIZATION CARD, DATE AND SIGN IT, AND RETURN IT IN THE
ACCOMPANYING POSTAGE PREPAID ENVELOPE.
IF YOU SIGN, DATE AND RETURN THE PROXY BUT GIVE NO VOTING INSTRUCTIONS,
YOUR SHARES WILL BE VOTED IN FAVOR OF THE PROPOSAL NOTICED ABOVE.
- -----------------------------------------------------------------------
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THE GCG TRUST
1475 DUNWOODY DRIVE
WEST CHESTER, PENNSYLVANIA 19380
800-366-0066
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF THE
EMERGING MARKETS SERIES
MARCH __, 2000
This Proxy Statement is furnished in connection with the solicitation
by the Board of Trustees (the "Board") of The GCG Trust (the "Trust"), a
Massachusetts business trust, of proxies to be voted at a Special Meeting
of the Shareholders of the Trust, and at any and all adjournments thereof
(the "Meeting"), to be held at 1475 Dunwoody Drive, West Chester, PA
19380, on March __, 2000, at 10:00 a.m. local time. The approximate
mailing date of this Proxy Statement and accompanying form of proxy is
February 18, 2000.
The Board has fixed the close of business on January 31, 2000, as the
record date (the "Record Date") for the determination of holders of
shares of beneficial interest ("Shares") in the Emerging Markets Series
of the Trust entitled to vote at the Meeting. Shareholders on the Record
Date will be entitled to one vote for each full Share held and a
fractional vote for each fractional Share.
The Board of Trustees of the Trust (the "Board" or Trustees") is
soliciting shareholder votes on the proposal affecting only one
portfolio; the Emerging Markets Series (the "Series"). Shareholders of
the Series only are being requested to vote on the following proposal
(the "Proposal"):
To approve a new Portfolio Management Agreement among the
Trust, Directed Services, Inc. ("DSI" or the "Manager") and
Baring International Investment Limited ("Baring or "portfolio
manager") on behalf of the Emerging Markets Series; and
To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The new Portfolio Management Agreement (the "New Portfolio Management
Agreement" or sometimes the "Baring Agreement") will not result in higher
shareholder fees.
The Series represented by this proxy statement involves one (1) of
twenty-four (25) operational portfolios of the Trust. The Shares of the
Series currently are offered to separate accounts of affiliated insurance
companies: Golden American Life Insurance Company ("Golden American"),
First Golden American Life Insurance Company of New York ("First Golden")
and Equitable Life Insurance Company of Iowa ("Equitable Life")
(collectively, the "Participating Insurance Companies") to serve as an
investment medium for variable annuity contracts and variable life
insurance policies (collectively, "Variable Contracts") issued by the
Participating Insurance Companies. These separate accounts are registered
with the Securities and Exchange Commission as investment companies. In
accordance with the Investment Company Act of 1940 (the "1940 Act"), it
is expected that each Participating Insurance Company, issuing a Variable
Contract funded by a registered separate account that participates in the
Trust, will request voting instructions from the owners of the Variable
Contracts ("Variable Contract Owners") and will vote Shares or other
voting interests in the separate account in proportion to the voting
instructions received. The Participating Insurance Companies are required
to vote Shares of the Series held by their registered separate
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accounts in accordance with instructions received from Variable Contract
Owners. Each Participating Insurance Company is also required to vote Shares
of the Series held in each registered separate account for which it has not
received instructions in the same proportion as it votes Shares held by
that separate account for which it has received instructions. Shares
held by each Participating Insurance Company in its general account, if
any, must be voted in the same proportion as the votes cast with respect
to Shares held in all of the insurer's separate accounts, in the
aggregate. Variable Contract Owners permitted to give instructions for
the Series and the number of shares for which such instructions may be
given for purposes of voting at the Meeting, and at any adjournment
thereof, will be determined as of the Record Date for the Meeting. A
proxy may be revoked at any time before it is voted by the furnishing of
a written revocation, properly executed, to the Trust's Secretary before
the Meeting or by attending the Meeting. In addition to the solicitation
of proxies by mail, proxies may be solicited by officers and employees of
the Trust or Golden American or their agents or affiliates personally or
by telephone. All expenses in connection with the solicitation of the
proxies will be borne by DSI, the manager of the Trust.
VOTING. Shares, which represent interests in the Series, are being
asked to vote on the Proposal, and as appropriate, any other business
that may properly come before the Meeting. The voting requirement for
approval of this Proposal and any other proposal requires a vote of the
"majority of the outstanding voting securities" of the Series which means
the lesser of: (i) 67% or more of the shares of the Series entitled to
vote thereon present at the Meeting, if the holders of more than 50% of
the outstanding Shares of the Series are present or represented by proxy;
or (ii) more than 50% of the outstanding Shares of the Series.
The Board, at a meeting held on [ , approved the
New Portfolio Management Agreement and recommended that it be submitted
to the shareholders for their approval. If the New Portfolio Management
Agreement is approved by a majority vote of the outstanding shares of the
Series, it will become effective with respect to the Series on March 15,
2000. If the Shareholders of the Series should fail to approve the New
Portfolio Management Agreement, the Board will determine the appropriate
action to take.
In the event that a quorum is present at the Meeting but sufficient
votes to approve the Proposal are not received, the persons named as
proxies may propose one or more adjournments of such Meeting to permit
further solicitation of proxies for the Proposal provided they determine
that such an adjournment and additional solicitation is reasonable and in
the interest of the shareholders. Such action should be based on a
consideration of all relevant factors including the nature of the
Proposal, the percentage of votes then cast, the percentage of negative
votes then cast, the nature of the proposed solicitation activities and
the nature of the reasons for such solicitation. A vote may be taken on
the Proposal prior to any adjournment if sufficient votes have been
received for approval of the Proposal.
The presence in person or by proxy of the holders of thirty percent
(30%) of the outstanding Shares is required to constitute a quorum at the
Meeting. As of the Record Date, the sole shareholders of the Series were
the Participating Insurance Companies. Since the Participating Insurance
Companies are the legal owners of the Shares, attendance by the
Participating Insurance Companies at the meeting will constitute a quorum
under the Trust's Amended and Restated Agreement and Declaration of
Trust. Shares beneficially held by Variable Contract Owners present in
person or represented by proxy at the Meeting will be counted for the
purpose of calculating the votes cast on the issues before the Meeting.
For purposes of determining the presence of a quorum and counting votes
on the matters presented, shares represented by abstentions will be
counted as present, but not cast, at the Meeting. Under the 1940 Act,
the affirmative vote necessary to approve a matter under consideration
may be determined with reference to a percentage of votes present at the
Meeting or a percentage of the Series' outstanding shares, which would
have the effect of treating abstentions as if they were votes against the
proposal.
The Trust knows of no items of business other than the Proposal
mentioned in the Notice, which will be presented for consideration at the
Meeting. If any other matters are properly presented, it is the
intention of the persons named as proxies to vote proxies in accordance
with their best judgment.
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BACKGROUND
As described in the Trust's prospectus, investment management
services are provided to the Trust and each of its several Series by DSI,
located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380,
pursuant to an investment management agreement between DSI and the Trust.
Subject to the supervision and approval of the Board and approval of the
shareholders of the respective Series, DSI is responsible for engaging
various investment advisory organizations (each, a "portfolio manager")
to provide portfolio management services to the respective Series. The
investment management agreement provides, among other things, that in
carrying out its responsibility to supervise and manage all aspects of
the Series' operations, the Manager may engage, subject to the approval
of the Board and, where required, the shareholders of a Series, a
portfolio manager to provide investment advisory services in relation to
the Series, and delegate to the portfolio manager the duty, among other
things, to implement the Series' investment program as determined by DSI,
including the duty to determine what issuers and securities will be
purchased for or sold by the Series. The investment management
agreement, including the fees payable to the Manager thereunder, have not
been and are not proposed to be changed in connection with the portfolio
management agreement change discussed in this proxy statement.
DSI is also responsible for monitoring and evaluating the performance
of the various portfolio managers. DSI has formulated a portfolio
management strategy for the Trust that would encourage the Trust's growth
and provide a range of investment opportunities for the Participating
Insurance Companies and their Variable Contract Owners. DSI has come to
believe that the Trust's interest--and those of its shareholders--would
best be served by creating, through the medium of the Trust's several
Series, a matrix of diverse but complimentary investment portfolios. As
the Trust's Manager, DSI believes that the best way to accomplish this
goal is to employ portfolio managers whose differing styles cover the
investment spectrum, from those that favor value-oriented investing to
aggressive growth. DSI believes that the Proposal set forth in this
Proxy Statement represents a step toward making this goal a reality.
This Proposal would, if approved by shareholders, appoint Baring, an
investment advisory organization to serve as portfolio manager to the
Series. The Proposal in this Proxy Statement was presented to a meeting
of the Trust's Board of Trustees held on [ ] with the
recommendation of DSI. The Board considered the Proposal and it was
approved by the Board, including a majority of the Board members who are
not "interested persons" ("Independent Trustees") of the Trust within the
meaning of the 1940 Act.
INFORMATION ABOUT BARING INVESTMENT MANAGEMENT LIMITED
Baring, an affiliate of DSI, located at 155 Bishopgate, London,
England, is registered under the Investment Advisers Act of 1940 and
provides investment management services. Baring is a wholly owned
subsidiary of Baring Asset Management Holdings Limited ("BAMHL"), also
located at 155 Bishopgate, London, England and registered in England and
Wales. BAMHL is also a wholly owned subsidiary of ING Groep N.V.
("ING"). ING is the parent of the worldwide group of investment
management companies that operate under the collective name Baring Asset
Management ("BAM").
BAM provides global investment management services to U.S. investment
companies and maintains major investment offices in Boston, London, Hong
Kong and Tokyo. BAM's predecessor corporation was founded in 1762. BAM
provides advisory services to institutional investors, offshore
investment companies, insurance companies and private clients. As of
December 31, 1999, BAM managed approximately $[__] billion in assets.
Baring currently acts as investment advisor to the Global Fixed
Income Series, the Developing World Series and the Hard Assets Series,
which are other series of the GCG Trust, and other U.S. registered
investment companies. The Developing World Series has strategies,
objectives and policies similar to those of the Emerging Markets Series.
Baring serves as advisor to individuals, banks, non-U.S. registered
investment companies, pension and profit sharing plans, estates or
charitable organizations, corporations or other business entities.
See the Appendix for a list of the directors and the principal
executive officers of Baring, and a table setting forth the other
investment companies managed by Baring with similar investment policies
and objectives to those of the Emerging Markets Series, and other
information about Baring.
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PROPOSAL
APPROVAL OF A NEW PORTFOLIO MANAGEMENT AGREEMENT
AMONG THE TRUST, DSI AND BARING INTERNATIONL INVESTMENTS LIMITED WITH
RESPECT TO THE EMERGING MARKETS SERIES
THE PUTNAM AGREEMENT WITH RESPECT TO THE EMERGING MARKETS SERIES
In accordance with provisions for the delegation of authority, DSI
and the Trust entered into a portfolio management agreement with Putnam
Investment Management, Inc. ("Putnam") for the Emerging Markets Series
pursuant to which portfolio management duties were delegated by DSI to
Putnam. The current Putnam Agreement, dated October 24, 1997, was last
approved by the shareholders of the Emerging Markets Series on October 9,
1997 for the purposes of initial approval and has been annually
thereafter reapproved by the Board of Trustees, including a majority of
the Independent Trustees.
Under the terms of the Putnam Agreement, Putnam agreed to furnish the
Series with portfolio management services in connection with a continuous
investment program for the Emerging Markets Series' portfolio which is to
be managed in accordance with the investment objective, investment
policies and restrictions of the Series as set forth in the prospectus
and statement of additional information of the Trust and in accordance
with the Trust's Amended and Restated Declaration of Trust and By-laws.
The rate of compensation under the Putnam Agreement, as paid by the
DSI (not the Trust), and based on the average daily net assets is as
follows:
1.00% of first $150 million; and
0.95% of next $150 million; and
0.85% on net assets over $300 million.
TERM AND TERMINATION. The Putnam Agreement provides that it would
remain in effect for two years from the date of the agreement, and be
renewable thereafter for successive annual periods as long as such
continuance is approved in accordance with the 1940 Act. The Putnam
Agreement can be terminated at any time without penalty upon 60 days'
written notice to the other party to the agreement, and would terminate
automatically in the event of its "assignment" by either party as defined
under the 1940 Act.
On January 14, 2000, the Board of Trustees, through the Manager,
received a tendered resignation from Putnam as portfolio manager to the
Emerging Markets Series to become effective on March 15, 2000. Putnam's
compensation will be prorated to the date of termination.
At an in-person meeting held on [ ], the Board of
Trustees received a proposal from the Manager to replace Putnam with
Baring as portfolio manager to the Series and gave formal approval to the
new Portfolio Management Agreement with Baring for the Emerging Markets
Portfolio. Also at that meeting, the Manager proposed to the Board a
plan to replace Putnam with Baring as portfolio manager to the Series.
The Board approved the New Portfolio Management Agreement with Baring for
the Emerging Markets Series and authorized the submission of this matter
for shareholder approval and the preparation of this Proxy Statement.
THE BARING AGREEMENT WITH RESPECT TO THE EMERGING MARKETS SERIES
The terms and conditions of the Baring Agreement, with respect to the
Emerging Markets Series, are different in several respects from those of
the Putnam Agreement, including the decreased portfolio manager fee rates
payable by DSI, not the Trust, and certain changes relating to Baring's
compliance responsibilities. In addition, certain clarifying changes
that are not material are included in the proposed Baring Agreement.
The Putnam Agreement required Putnam to use its best efforts to
comply with certain provisions of the Internal Revenue Code that permit
the Series to receive the favorable tax treatment most similar mutual
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funds receive. The Baring Agreement requires Baring to comply with such
provisions, without providing for any defense that it did not comply
despite using its best efforts to do so. In addition, while both the
Baring Agreement and the Putnam Agreement require each to maintain and
preserve records related to portfolio transactions, and supply such
records to the Manager, the Putnam Agreement defined Putnam's obligations
with regards to such requirements as "good faith" and "best judgment,"
while the Baring Agreement provides for such requirements in
unconditional terms.
While each of the Putnam and Baring Agreements provides that the
Manager shall indemnify the portfolio manager in all cases except for the
willful misfeasance, gross negligence, bad faith of the portfolio
manager, or in cases of reckless disregard of portfolio manager's duties
("Disabling Conduct"), under the Putnam Agreement, breaches of the terms
of the management agreement do not require Disabling Conduct. However,
under the Baring Agreement, claims made against the portfolio manager
based upon (1) alleged untrue statements in the prospectus, statement of
additional information, and sales literature made in reliance on
information furnished by Baring; (2) failure of Baring to comply with
certain sections of the management agreement relating to meeting
requirements to qualify as a regulated investment company; (3) meeting
other requirements relating to diversification pursuant to Section 817(h)
of the Internal Revenue Code; and (4) certain requirements relating to
Baring's efforts to manage the Series in compliance with rules and
regulations pertaining to investment vehicles underlying variable annuity
contracts do not require Disabling Conduct of Baring.
Unlike the Putnam Agreement, the Baring Agreement contains a Section
that delineates representations regarding the proper use of spot and
forward exchange contracts and a Section mandating compliance with rules
of the Investment Management Regulatory Organization, a European
regulatory body to which Baring is subject in addition to U.S. regulatory
bodies.
In addition, in an effort to allocate more accurately duties, costs
and responsibilities, the Baring Agreement delineates provisions not
included in the Putnam Agreement, such as:
o a provision that specifically requires Baring to assist with
pricing portfolio assets;
o provisions for participation in the defense of each party by the
other party, limitations on costs associated with investigations,
and restrictions on settlement without prior written consent of
the other party in cases involving findings of "wrongdoing";
o provisions to restrict portfolio managers that may be engaged by
Baring to those approved by a majority of the Trust's Trustees
and also approved by a vote of a majority of the outstanding
voting securities of the Series;
o provisions that allow for brokerage transactions to be effective
through a broker-dealer affiliated with Baring;
o provisions relating to seed money;
o a general cooperation provision;
o provisions providing for representations, such as representations
that relevant licenses have been obtained;
o a provision for amendments and notices; and
o a provision indicating the state under which the portfolio
management agreement is governed.
For the services provided by Baring to the Emerging Markets Series,
DSI (not the Trust) will pay Baring a fee, based on the average daily net
assets of the Emerging Markets Series at the annual rate of 0.90%.
Note that while these fees represent a change from the Putnam
Agreement, the fees paid by the Trust to DSI on behalf of the Emerging
Markets Series will not change as a result of this proxy.
At its meeting on [ ], the Board approved the Baring
Agreement and recommended it be submitted to shareholders for their
approval. The Baring Agreement is attached as Exhibit A.
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If the Baring Agreement is approved by the shareholders of the
Series, it will become effective with respect to the Series as of March
15, 2000, and will remain in effect for two years and thereafter for
successive annual periods as long as such continuance is approved in
accordance with the 1940 Act. The Baring Agreement may be terminated at
any time without penalty upon 60 days' written notice to the other
parties to the agreement, and will automatically terminate in the event
of its assignment by any party as defined under the 1940 Act.
TRUSTEES' RECOMMENDATION REGARDING THE PROPOSAL
In determining whether it was appropriate to approve the New
Portfolio Management Agreement with Baring for the Emerging Markets
Series and to recommend approval to shareholders, a majority of the
Trustees, including a majority of the Trustees who also are not
interested persons of the Trust, DSI or Baring, considered various
matters and materials provided by DSI and Baring. Information considered
by the Trustees included, among other things, the following: (1) the
compensation to be received by Baring from DSI (not the Trust) for its
portfolio management services and the fairness and reasonableness of such
compensation; (2) the nature and the quality of the portfolio management
services expected to be rendered under the New Portfolio Management
Agreement; (3) the background and prior experience of Baring and its team
of investment professionals; (4) the financial condition of Baring and
its parent BAMHL; (5) the assessment of Baring's operational and
compliance capabilities; and (6) the working relation between DSI and
Baring who are affiliates.
In light of the circumstances, a majority of the Trustees, including
a majority of the Independent Trustees, concluded that the terms of the
Baring Agreement are fair and reasonable and in the best interests of the
Series and its shareholders. Also based upon its evaluation, the Board
further concluded that the engagement of Baring as portfolio manager to
the Series would offer the Series access to highly effective management
and advisory services and capabilities. Accordingly, and as required in
accordance with the 1940 Act, a majority of the Trustees, including a
majority of the Independent Trustees, approved and recommended submission
of the Baring Agreement to shareholders of the Series for their approval.
SHAREHOLDER ACTION REQUIRED
The New Portfolio Management Agreement, as approved by the Board, is
submitted to the shareholders of the Emerging Markets Series for
approval. If the Baring Agreement is approved by the shareholders of the
Emerging Markets Series, it will become effective on March 15, 2000 and
remain in force for two years from its effective date and will then
continue in effect with respect to the Series from year to year
thereafter in accordance with the 1940 Act. If the shareholders of the
Series do not approve the Baring Agreement, the Board of Trustees will
decide what action to take.
At the Meeting, shareholders of the Series are being asked by the
Board to approve a New Portfolio Management Agreement with the new
portfolio manager, Baring.
OUTSTANDING SHARES
As of the Record Date, [_______] Shares were outstanding for the
Series, and no Trustee or executive officer of the Trust, or the Trustees
and executive officers as a group beneficially owns any substantial
interest in the Series or the Trust.
As of the Record Date, no Variable Contract Owners were known to the
Trust to be the beneficial owner of more than 5% of the Shares of the
Series.
For the fiscal year ended December 1999, Emerging Markets Series paid
$[_____] in commissions to [______]. This represented [_]% of total
commissions paid on behalf of the Series.
For the fiscal year ending December 1999, DSI paid on behalf of the
Emerging Markets Series a total of $[______] in portfolio management
fees. Had the proposed fee been in effect, the portfolio manager would
have received $[______] in portfolio management fees. The proposed fees
would have represented a [_]% decline.
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OFFICERS AND DIRECTORS OF THE TRUST
The principal executive officers of the Trust and their ages and
principal occupations are set forth below. The executive officers of the
Trust are elected annually and each serves until his or her successor
shall have been duly elected and qualified. Since January 1, 1999, no
Trustee or executive officer of the Trust has had any interest in the
Proposal nor has any Trustee or executive office of the Trust purchased
or sold any securities of Baring, DSI or their affiliates.
Barnett Chernow, age 49, has served as President of the Trust and
Chairman of the Board of Trustees since December 1999. Additionally, Mr.
Chernow is President, Golden American and First Golden, May 1998 to
present; Executive Vice President, Directed Services, Inc., October 1993
to present; Vice President, Equitable Life since 1996.
Myles R. Tashman, age 57, serves as Secretary of the Trust.
Additionally, he has served as Executive Vice President and Secretary,
Golden American since 1993, General Counsel since July 1996 and Director
since January 1998; Executive Vice President and Secretary, DSI since
1993, General Counsel since July 1996 and Director since January 1998;
Assistant Secretary, Equitable Life since 1996.
Mary Bea Wilkinson, age 43, serves as Treasurer of the Trust.
Additionally, she is Senior Vice President of First Golden American Life
Insurance Company of New York. Formerly, she was Senior Vice President,
Golden American, November 1993 to December 1996; President, DSI, January
1995 to December 1996.
J. Michael Earley, age 54, serves as Trustee of the Trust. President,
and Chief Executive Officer, Bankers Trust Company, Des Moines, Iowa
since July 1992; President and Chief Executive Officer, Mid-America
Savings Bank, Waterloo, Iowa from April, 1987 to June, 1992.
R. Barbara Gitenstein, age 51, serves as Trustee of the Trust.
President, The College of New Jersey since January 1999; Trustee Provost,
Drake University from July 1992 to December 1998; Assistant Provost,
State University of New York from August, 1991 to July, 1992; Associate
Provost, State University of New York-Oswego from January, 1989 to
August, 1991.
Robert A. Grayson, age 72, serves as Trustee of the Trust. Co-
founder, Grayson Associates, Inc.; since 1970; Adjunct Professor of
Marketing, New York University School of Business Administration; former
Director, The Golden Financial Group, Inc.; former Senior Vice President,
David & Charles Advertising. Mr. Grayson has served in these capacities
for the last five years.
Stanley B. Seidler, age 71, serves as Trustee of the Trust.
President, Iowa Periodicals, Inc. since 1990 and President, Excell
Marketing L.C. since 1994.
Roger B. Vincent, age 54, serves as Trustee of the Trust. President,
Springwell Corporation; Director Petralone, Inc.; formerly, Managing
Director Bankers Trust Company. Mr. Vincent has served in these
capacities for the last 5 years.
Elizabeth J. Newell, age 52, serves as Trustee of the Trust.
President and Chief Executive Officer of KRAGIE/NEWELL, Inc. Ms. Newell
has served in this capacity for the last 5 years.
DISTRIBUTOR
Shares of the Trust are distributed through Directed Services, Inc.
(the "Distributor"). The Distributor's address is 1475 Dunwoody Drive,
West Chester, Pennsylvania 19380. The Distributor is a registered broker-
dealer and a member of the National Association of Securities Dealers,
Inc. (NASD) and acts as Distributor without remuneration from the Trust.
In addition, DSI is the administrator of the Trust.
ADJOURNMENT
In the event that sufficient votes in favor of the proposal set forth
in the Notice of Meeting are not received by the time scheduled for the
Meeting, the persons named as Proxies may propose one or more
adjournments of the Meeting after the date set for the original Meeting
to permit further solicitation of proxies with respect to the proposal.
In addition, if, in the judgment of the persons named as Proxies, it is
advisable to defer action on the proposal, the persons named as Proxies
may propose one or more
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adjournments of the Meeting for a reasonable time.
Any such adjournments will require the affirmative vote of a
majority of the votes cast on the question in person or by proxy at the
session of the Meeting to be adjourned, as required by the Trust's
Amended and Restated Agreement and Declaration of Trust and By-Laws. The
persons named as Proxies will vote in favor of such adjournment those
Proxies that they are entitled to vote in favor the proposal. They will
vote against any such adjournment those Proxies required to be voted
against the proposal. None of the costs of any additional solicitation
and of any adjourned session will be borne by the Trust. If the proposal
receives sufficient favorable votes by the time of the Meeting, the
proposal will be acted upon and such action will be final.
ANNUAL REPORT
The Trust's 1998 Annual Report to Shareholders was mailed on or about
[______] [_], 1999. The 1999 Semi Annual Report was mailed to
shareholders on or about [______] [__], 1999, and the 1999 Annual Report
will be mailed on or about February 28, 2000 IF YOU SHOULD DESIRE AN
ADDITIONAL COPY OF ANY OF THESE REPORTS, EACH MAY BE OBTAINED, WITHOUT
CHARGE, FROM DSI BY CALLING (800) 366-0066.
COSTS OF SOLICITATION
The costs associated with the Meeting will be paid by DSI. Neither
the Trust nor its Shareholders will bear any costs associated with this
meeting.
OTHER BUSINESS
The management of the Trust knows of no other business to be
presented at the meeting other than the matters set forth in this
Statement. If any other business properly comes before the meeting, the
persons designated as proxies will exercise their best judgment in
deciding how to vote on such matters.
SHAREHOLDER PROPOSAL
Pursuant to the applicable law of the Commonwealth of Massachusetts,
the Amended and Restated Agreement and Declaration of Trust and the By-
Laws of the Trust, the Trust need not hold annual or regular shareholder
meetings, although special meetings may be called for a specific Series,
or for the Trust as a whole, for purposes such as electing or removing
Trustees, changing fundamental policies or approving a contract for
investment advisory services. Therefore, it is probable that no annual
meeting of shareholders will be held in 2000 or in subsequent years until
so required by the 1940 Act or other applicable laws. For those years in
which annual shareholder meetings are held, proposals which shareholders
of the Trust intend to present for inclusion in the proxy materials with
respect to the annual meeting of shareholders must be received by the
Trust within a reasonable period of time before the solicitation is made.
Please complete the enclosed authorization card and return it
promptly in the enclosed self-addressed postage-paid envelope. You may
revoke your proxy at any time prior to the meeting by written notice to
the Trust or by submitting an authorization card bearing a later date.
By Order of the Board of Trustees
Myles R. Tashman, Secretary
February 17, 2000
West Chester, PA
8
APPENDIX 2
OTHER INFORMATION REGARDING BARING INTERNATIONAL INVESTMENT LIMITED
DIRECTORS AND EXECUTIVE OFFICERS OF BARING
The business address of each person, except as noted following, is 155
Bishopsgate, London, England.
<TABLE>
<CAPTION>
NAME POSITION WITH BIIL OTHER AFFILIATIONS
- ---- ------------------ ------------------
<S> <C> <C>
John Bolsover Chairman of the Board Chairman, Baring Asset Management Inc.;
Chairman and Chief Executive Officer, Baring Asset
Management Holdings Limited as Successor Co.
David J. Brennan Director and Chief Executive Chairman and Chief Executive Officer, Baring Asset
Officer Management Limited; Director, Chairman and Chief
Executive Officer, Baring International Investment
(Far East) Limited, and Baring Asset Management
(Asia) Limited
Michael W. Banton Director and Chief Director and Group Chief Investment Officer, Baring
Investment Officer Baring Asset Managment Ltd.
Julian T. Swayne Chief Financial Officer Controller and Chief Financial Officer, Baring Asset
Managment Ltd.
Toby H. Acton Chief Compliance Officer
Michael D. Clegg Director and Head of Director, Baring Asset Management Ltd.
Investment Operations
Mala S. Dhillon Director and Group Head of
Legal Compliance
John E. Heskett Director and Group Head of
Sales, Business Development
and Client Service
Mark W. Weber Director and Group Head of
125 High Street Marketing
Suite 2700
High Street Tower
Boston, MA
02110-2723
</TABLE>
The table below sets forth the names of each investment company having
similiar investment objectives and policies to the Emerging Markets Series,
its approximate net assets, and the fee charged by Baring (as a percentage
of average daily net assets). Baring serves as advisor to individuals,
banks, non-U.S. registered investment companies, pension and profit
sharing plans, trusts, estates or charitable organizations, corporations
or other business entities.
Name of the Investment Company Approximate Net Assets Fee
- ------------------------------ ---------------------- ---
Salomon Smith Barney $317,000,000 .60%
Consultant's Group Capital
Markets Fund
Developing World Series $69,420,786 .90%
ii
EXHIBIT B
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this 24th day of October, 1997, among The
GCG Trust (the "Trust"), a Massachusetts business trust, Directed
Services, Inc. (the "Manager"), a New York corporation, and
Baring International Investment Limited ("Portfolio Manager"), a
limited liability company organized under the laws of the United
Kingdom.
WHEREAS, the Trust is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-end,
management investment company;
WHEREAS, the Trust is authorized to issue separate series,
each of which will offer a separate class of shares of beneficial
interest, each series having its own investment objective or
objectives, policies, and limitations;
WHEREAS, the Trust currently offers shares in multiple
series, may offer shares of additional series in the future, and
intends to offer shares of additional series in the future;
WHEREAS, pursuant to a Management Agreement, effective as of
October 24, 1997, a copy of which has been provided to the
Portfolio Manager, the Trust has retained the Manager to render
advisory, management, and administrative services to many of the
Trust's series;
WHEREAS, the Trust and the Manager wish to retain the
Portfolio Manager to furnish investment advisory services to one
or more of the series of the Trust, and the Portfolio Manager is
willing to furnish such services to the Trust and the Manager;
NOW THEREFORE, in consideration of the premises and the
promises and mutual covenants herein contained, it is agreed
between the Trust, the Manager, and the Portfolio Manager as
follows:
1. APPOINTMENT. The Trust and the Manager hereby appoint
Baring International Investment Limited to act as Portfolio
Manager to the Series designated on Schedule A of this Agreement
(each a "Series") for the periods and on the terms set forth in
this Agreement. The Portfolio Manager accepts such appointment
and agrees to furnish the services herein set forth for the
compensation herein provided.
In the event the Trust designates one or more series other
than the Series with respect to which the Trust and the Manager
wish to retain the Portfolio Manager to render investment
advisory services hereunder, they shall promptly notify the
Portfolio Manager in writing. If the Portfolio Manager is
willing to render such services, it shall so notify the Trust and
Manager in writing, whereupon such series shall become a Series
hereunder, and be subject to this Agreement.
2. PORTFOLIO MANAGEMENT DUTIES AND AUTHORITY. Subject to
the supervision of the Trust's Board of Trustees and the Manager,
the Portfolio Manager will provide a continuous investment
program for each Series' portfolio and determine the composition
of the assets of each Series' portfolio, including determination
of the purchase, retention, or sale of the securities, cash, and
other investments contained in the portfolio. The Portfolio
Manager will provide investment research and conduct a continuous
program of evaluation, investment, sales, and reinvestment of
each Series' assets by determining the securities and other
investments that shall be purchased, entered into, sold, closed,
or exchanged for the Series, when these transactions should be
executed, and what portion of the assets of each Series should be
held in the various securities and other investments in which it
may invest, and the Portfolio Manager is hereby authorized to
execute and perform such services on behalf of each Series. In
accordance with the forgoing duties, the Portfolio Manager is
hereby authorized to act as agent for the portfolio to order
deposits and the investment of cash and purchases and sales of
securities for the Series account and risk and in the name of the
Trust. This authorization shall be continuing one and shall
remain in full force and effect until this Agreement is
terminated in accordance with the provisions of Section 15
hereof. To the extent permitted by the investment policies of
the Series, the Portfolio Manager shall make decisions for the
Series as to foreign currency matters and make determinations as
to and execute and perform foreign currency exchange contracts on
behalf of the Series and shall have the authority to act in such
capacity as the Portfolio Manager deems necessary or desirable in
order to carry out its duties hereunder for the protection of the
Series so long as not expressly prohibited by the terms of this
Agreement, the 1940 Act or other securities laws or regulations.
The Portfolio Manager will provide the services under this
Agreement in accordance with the Series' investment objective or
objectives, policies, and restrictions as stated in the Trust's
Registration Statement filed with the Securities and Exchange
Commission (the "SEC"), as from time to time amended (the
"Registration Statement"), copies of which shall be sent to the
Portfolio Manager by the Manager upon filing with the SEC. The
Portfolio Manager further agrees as follows:
(a) The Portfolio Manager will (1) manage each Series so
that no action or omission on the part of the Portfolio Manager
will cause a Series to fail to meet the requirements to qualify
as a regulated investment company specified in Section 851 of the
Internal Revenue Code (other than the requirements for the Trust
to register under the 1940 Act and to file with its tax return an
election to be a regulated investment company, both of which
shall not be the responsibility of the Portfolio Manager), (2)
manage each Series so that no action or omission on the part of
the Portfolio Manager shall cause a Series to fail to comply with
the diversification requirements of Section 817(h) of the
Internal Revenue Code and regulations issued thereunder, and (3)
use reasonable efforts to manage the Series so that no action or
omission on the part of the Portfolio Manager shall cause a
Series to fail to comply with any other rules and regulations
pertaining to investment vehicles underlying variable annuity or
variable life insurance policies. The Manager
2
will notify the Portfolio Manager promptly if the Manager believes
that a Series is in violation of any requirement specified
in the first sentence of this paragraph. The Manager or the Trust
will notify the Portfolio Manager of any pertinent changes,
modifications to, or interpretations of Section 817(h) of the Internal
Revenue Code and regulations issued thereunder and of rules or
regulations pertaining to investment vehicles underlying variable
annuity or variable life insurance policies.
(b) The Portfolio Manager will perform its duties hereunder
pursuant to the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws and
regulations, with any applicable procedures adopted by the
Trust's Board of Trustees (the "Board") of which the Portfolio
Manager has been notified in writing, and the provisions of the
Registration Statement of the Trust under the Securities Act of
1933 (the "1933 Act") and the 1940 Act, as supplemented or
amended, (provided that the Manager on behalf of the Board has
delivered copies of any such supplement or amendments to the
Portfolio Manager).
(c) On occasions when the Portfolio Manager deems the
purchase or sale of a security to be in the best interest of a
Series as well as of other investment advisory clients of the
Portfolio Manager or any of its affiliates, the Portfolio Manager
may, to the extent permitted by applicable laws and regulations,
but shall not be obligated to, aggregate the securities to be so
sold or purchased with those of its other clients where such
aggregation is not inconsistent with the policies set forth in
the Registration Statement. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred
in the transaction, will be made by the Portfolio Manager in a
manner that is fair and equitable in the judgment of the
Portfolio Manager in the exercise of its fiduciary obligations to
the Trust and to such other clients, provided, however that the
Manager and the Board shall have the right to renew and amend,
from time the Portfolio Manager's manner of allocation, provided
further that any requested changes to such manner of allocation
shall be implemented on a prospective basis only.
(d) In connection with the purchase and sale of securities
for a Series, the Portfolio Manager will arrange for the
transmission to the custodian and portfolio accounting agent for
the Series on a daily basis, such confirmation, trade tickets,
and other documents and information, including, but not limited
to, Cusip, Sedol, or other numbers that identify securities to be
purchased or sold on behalf of the Series, as may be reasonably
necessary to enable the custodian and portfolio accounting agent
to perform its administrative and recordkeeping responsibilities
with respect to the Series. With respect to portfolio securities
to be purchased or sold through the Depository Trust Company, the
Portfolio Manager will arrange for the automatic transmission of
the confirmation of such trades to the Trust's custodian and
portfolio accounting agent.
3
(e) The Portfolio Manager will assist the portfolio
accounting agent for the Trust in determining or confirming,
consistent with the procedures and policies stated in the
Registration Statement, the value of any portfolio securities or
other assets of the Series for which the portfolio accounting
agent seeks assistance from or identifies for review by the
Portfolio Manager, and the parties agree that the Portfolio
Manager shall not bear responsibility or liability for the
determination or accuracy of the valuation of any portfolio
securities and other assets of the Series except to the extent
that the Portfolio Manager exercises judgment with respect to any
such valuation.
(f) The Portfolio Manager will make available to the Trust
and the Manager, promptly upon request, all of the Series'
investment records and ledgers maintained by the Portfolio
Manager (which shall not include the records and ledgers
maintained by the custodian and portfolio accounting agent for
the Trust) as are necessary to assist the Trust and the Manager
to comply with requirements of the 1940 Act and the Investment
Advisers Act of 1940 (the "Advisers Act"), as well as other
applicable laws. The Portfolio Manager will furnish to
regulatory authorities having the requisite authority any
information or reports in connection with such services which may
be requested in order to ascertain whether the operations of the
Trust are being conducted in a manner consistent with applicable
laws and regulations.
(g) The Portfolio Manager will provide reports to the
Trust's Board of Trustees for consideration at meetings of the
Board on the investment program for the Series and the issuers
and securities represented in the Series' portfolio, and will
furnish the Trust's Board of Trustees with respect to the Series
such periodic and special reports as the Trustees and the Manager
may reasonably request.
(h) In rendering the services required under this
Agreement, the Portfolio Manager may, from time to time, employ
or associate with itself such person or persons as it believes
necessary to assist it in carrying out its obligations under this
Agreement. However, the Portfolio Manager may not retain as
subadviser any company that would be an "investment adviser," as
that term is defined in the 1940 Act, to the Series unless the
contract with such company is approved by a majority of the
Trust's Board of Trustees and a majority of Trustees who are not
parties to any agreement or contract with such company and who
are not "interested persons," as defined in the 1940 Act, of the
Trust, the Manager, or the Portfolio Manager, or any such company
that is retained as subadviser, and is approved by the vote of a
majority of the outstanding voting securities of the applicable
Series of the Trust to the extent required by the 1940 Act. The
Portfolio Manager shall be responsible for making reasonable
inquiries and for reasonably ensuring that any employee of the
Portfolio Manager, any subadviser that the Portfolio Manager has
employed or with which it has associated with respect to the
Series, or any
4
employee thereof has not, to the best of the
Portfolio Manager's knowledge, in any material connection with
the handling of Trust assets:
(i) been convicted, in the last ten (10) years,
of any felony or misdemeanor arising out of conduct
involving embezzlement, fraudulent conversion, or
misappropriation of funds or securities, involving
violations of Sections 1341, 1342, or 1343 of Title 18,
United States Code, or involving the purchase or sale
of any security; or
(ii) been found by any state regulatory
authority, within the last ten (10) years, to have
violated or to have acknowledged violation of any
provision of any state insurance law involving fraud,
deceit, or knowing misrepresentation; or
(iii) been found by any federal or state
regulatory authorities, within the last ten (10) years,
to have violated or to have acknowledged violation of
any provision of federal or state securities laws
involving fraud, deceit, or knowing misrepresentation.
(i) In using spot and forward foreign exchange contracts
for the Series as an investment the parties represent the
following:
(i) That the Manager is properly and lawfully established with
full power and authority to enter into spot and forward foreign
exchange contracts, to perform its obligations under such foreign
exchange contracts and to procure the Portfolio Manager to enter
into such foreign exchange contracts on its behalf.
(ii) That the Manager may not, except for purposes of
redemptions, expenses, and other costs of doing business,
encumber funds which the Portfolio Manager has under the
Portfolio Manager's management or which benefit from the
Portfolio Manager's investment advice. If the Manager requires
funds for any redemptions, expenses, and other costs of doing
business, the Portfolio Manager will make funds available in a
timely manner for Manager to meet such obligations. The Manager
reserves the right to segregate assets upon notice to the
Portfolio Manager and provide different arrangements for
investment management with respect to those assets.
(iii) That the Portfolio Manager has been granted full power
and authority to enter into foreign exchange contracts as agent
on the Manager's behalf and to give instructions for settlement
for the same.
5
(iv) That the Portfolio Manager has full authority to instruct
Manager's custodian in conformity with its mandate.
(v) That in the event of the termination of this Agreement, the
Portfolio Manager may offer its counterparty the ability to leave
open any existing foreign exchange contracts or to close them out
at prevailing market rates.
3. BROKER-DEALER SELECTION. The Portfolio Manager is
hereby authorized to place orders for the purchase and sale of
securities and other investments for each Series' portfolio, with
or through such persons, brokers or dealers and to negotiate
commissions to be paid on such transactions and to supervise the
execution thereof. The Portfolio Manager's primary consideration
in effecting any such transaction will be to obtain the best
execution for the Series, taking into account the factors
specified in the Registration Statement, which include price
(including the applicable brokerage commission or dollar spread),
the size of the order, the nature of the market for the security,
the timing of the transaction, the reputation, the experience and
financial stability of the broker-dealer involved, the quality of
the service, the difficulty of execution, and the execution
capabilities and operational facilities of the firms involved,
and the firm's risk in positioning a block of securities.
Accordingly, the price to the Series in any transaction may be
less favorable than that available from another broker-dealer if
the difference is reasonably justified, in the judgment of the
Portfolio Manager in the exercise of its fiduciary obligations to
the Trust, by other aspects of the portfolio execution services
offered. Subject to such policies as the Board of Trustees may
determine and consistent with Section 28(e) of the Securities
Exchange Act of 1934, the Portfolio Manager may effect a
transaction on behalf of the Series with a broker-dealer who
provides brokerage and research services to the Portfolio Manager
notwithstanding the fact that the commissions payable with
respect to any such transaction may be greater than the amount of
any commission another broker-dealer might have charged for
effecting that transaction, if the Portfolio Manager determines
in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services
provided by such broker-dealer, viewed in terms of either that
particular transaction or the Portfolio Manager's or its
affiliate's overall responsibilities with respect to the Series
and to their other clients as to which they exercise investment
discretion. To the extent consistent with these standards, the
Portfolio Manager is further authorized to allocate the orders
placed by it on behalf of the Series to the Portfolio Manager if
it is registered as a broker-dealer with the SEC, to any of its
affiliated broker-dealer, or to such brokers and dealers who also
provide research or statistical material, or other services to
the Series, the Portfolio Manager, or an affiliate of the
Portfolio Manager. Such allocation shall be in such amounts and
proportions as the Portfolio Manager shall determine consistent
with the above standards, and the Portfolio Manager will report
on said allocation regularly to the Board indicating the broker-
dealers to which such allocations have been made and the basis
therefor.
6
4. DISCLOSURE ABOUT PORTFOLIO MANAGER. The Portfolio
Manager has reviewed the post-effective amendment to the
Registration Statement for the Trust filed with the SEC that
contains disclosure about the Portfolio Manager, and represents
and warrants that, with respect to the disclosure about or
information concerning the Portfolio Manager, to the Portfolio
Manager's knowledge, such Registration Statement contains, as of
the date hereof, no untrue statement of any material fact and
does not omit any statement of a material fact which was required
to be stated therein or necessary to make the statements
contained therein not misleading. The Portfolio Manager further
represents and warrants that it is a duly registered investment
adviser under the Advisers Act, or alternatively that it is not
required to be a registered investment adviser under the Advisers
Act to perform the duties described in this Agreement, and that
it is a duly registered investment adviser in all states in which
the Portfolio Manager is required to be registered.
5. EXPENSES. During the term of this Agreement, the
Portfolio Manager will pay all expenses incurred by it and its
staff and for their activities in connection with its portfolio
management duties under this Agreement. The Manager or the Trust
shall be responsible for all the expenses of the Trust's
operations including, but not limited to:
(a) Expenses of all audits by the Trust's independent
public accountants;
(b) Expenses of the Series' transfer agent, registrar,
dividend disbursing agent, and shareholder recordkeeping
services;
(c) Expenses of the Series' custodial services including
recordkeeping services provided by the custodian;
(d) Expenses of obtaining quotations for calculating the
value of each Series' net assets;
(e) Expenses of obtaining Portfolio Activity Reports and
Analyses of International Management Reports (as appropriate) for
each Series;
(f) Expenses of maintaining the Trust's tax records;
(g) Salaries and other compensation of any of the Trust's
executive officers and employees, if any, who are not officers,
directors, stockholders, or employees of the Portfolio Manager or
an affiliate of the Portfolio Manager;
7
(h) Taxes levied against the Trust;
(i) Brokerage fees and commissions, transfer fees,
registration fees, taxes and similar liabilities and costs
properly payable or incurred in connection with the purchase and
sale of portfolio securities for the Series;
(j) Costs, including the interest expense, of borrowing
money;
(k) Costs and/or fees incident to meetings of the Trust's
shareholders, the preparation and mailings of prospectuses and
reports of the Trust to its shareholders, the filing of reports
with regulatory bodies, the maintenance of the Trust's existence,
and the regulation of shares with federal and state securities or
insurance authorities;
(l) The Trust's legal fees, including the legal fees
related to the registration and continued qualification of the
Trust's shares for sale;
(m) Costs of printing stock certificates representing
shares of the Trust;
(n) Trustees' fees and expenses to trustees who are not
officers, employees, or stockholders of the Portfolio Manager or
any affiliate thereof;
(o) The Trust's pro rata portion of the fidelity bond
required by Section 17(g) of the 1940 Act, or other insurance
premiums;
(p) Association membership dues;
(q) Extraordinary expenses of the Trust as may arise
including expenses incurred in connection with litigation,
proceedings, and other claims (unless the Portfolio Manager is
responsible for such expenses under Section 13 of this
Agreement), and the legal obligations of the Trust to indemnify
its Trustees, officers, employees, shareholders, distributors,
and agents with respect thereto; and
(r) Organizational and offering expenses.
6. COMPENSATION. For the services provided, the Manager
will pay the Portfolio Manager a fee, payable as described in
Schedule B.
7. SEED MONEY. The Manager agrees that the Portfolio
Manager shall not be responsible for providing money for the
initial capitalization of the Series.
8
8. COMPLIANCE.
(a) The Portfolio Manager agrees that it shall promptly
notify the Manager and the Trust (1) in the event that the SEC or
other governmental authority has censured the Portfolio Manager;
placed limitations upon its activities, functions or operations;
suspended or revoked its registration, if any, as an investment
adviser; or has commenced proceedings or an investigation that
may result in any of these actions, (2) upon having a reasonable
basis for believing that the Series has ceased to qualify or
might not qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"), or (3) upon having a reasonable basis for believing
that the Series has ceased to comply with the diversification
provisions of Section 817(h) of the Code or the regulations
thereunder. The Portfolio Manager further agrees to notify the
Manager and the Trust promptly of any material fact known to the
Portfolio Manager respecting or relating to the Portfolio Manager
that is not contained in the Registration Statement as then in
effect, and is required to be stated therein or necessary to make
the statements therein not misleading, or of any statement
contained therein that becomes untrue in any material respect.
(b) The Manager agrees that it shall immediately notify the
Portfolio Manager (1) in the event that the SEC has censured the
Manager or the Trust; placed limitations upon either of their
activities, functions, or operations; suspended or revoked the
Manager's registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of these
actions, (2) upon having a reasonable basis for believing that
the Series has ceased to qualify or might not qualify as a
regulated investment company under Subchapter M of the Code, or
(3) upon having a reasonable basis for believing that the Series
has ceased to comply with the diversification provisions of
Section 817(h) of the Code or the regulations thereunder.
9. BOOKS AND RECORDS. In compliance with the requirements
of Rule 31a-3 under the 1940 Act, the Portfolio Manager hereby
agrees that all records which it maintains for the Series are the
property of the Trust and further agrees to surrender promptly to
the Trust any of such records upon the Trust's or the Manager's
request, although the Portfolio Manager may, at its own expense,
make and retain a copy of such records. The Portfolio Manager
further agrees to preserve for the periods prescribed by Rule 31a-
2 under the 1940 Act the records required to be maintained by
Rule 31a-l under the 1940 Act and to preserve the records
required by Rule 204-2 under the Advisers Act for the period
specified in such rules.
10. COOPERATION. Each party to this Agreement agrees to
cooperate with each other party and with all appropriate
governmental authorities having the requisite jurisdiction
9
(including, but not limited to, the SEC and state insurance
regulators) in connection with any investigation or inquiry
relating to this Agreement or the Trust.
11. REPRESENTATIONS RESPECTING PORTFOLIO MANAGER.
(a) During the term of this Agreement, the Trust and the
Manager agree to furnish to the Portfolio Manager at its
principal offices prior to use thereof copies of all Registration
Statements and amendments thereto, prospectuses, proxy
statements, reports to shareholders, sales literature or other
material prepared for distribution to shareholders of the Trust
or any Series or to the public that refer or relate in any way to
the Portfolio Manager, Baring Asset Management, Inc. or any of
its affiliates (other than the Manager), or that use any
derivative of the name Baring Asset Management or any logo
associated therewith. The Trust and the Manager agree that they
will not use any such material without the prior consent of the
Portfolio Manager, which consent shall not be unreasonably
withheld. In the event of the termination of this Agreement, the
Trust and the Manager will furnish to the Portfolio Manager
copies of any of the above-mentioned materials that refer or
relate in any way to the Portfolio Manager;
(b) the Trust and the Manager will furnish to the Portfolio
Manager such information relating to either of them or the
business affairs of the Trust as the Portfolio Manager shall from
time to time reasonably request in order to discharge its
obligations hereunder;
(c) the Manager and the Trust agree that neither the Trust,
the Manager, nor affiliated persons of the Trust or the Manager
shall give any information or make any representations or
statements in connection with the sale of shares of the Series
concerning the Portfolio Manager or the Series other than the
information or representations contained in the Registration
Statement, prospectus, or statement of additional information for
the Trust, as they may be amended or supplemented from time to
time, or in reports or proxy statements for the Trust, or in
sales literature or other promotional material approved in
advance by the Portfolio Manager, except with the prior
permission of the Portfolio Manager.
12. SERVICES NOT EXCLUSIVE. It is understood that the
services of the Portfolio Manager are not exclusive, and nothing
in this Agreement shall prevent the Portfolio Manager (or its
affiliates) from providing similar services to other clients,
including investment companies (whether or not their investment
objectives and policies are similar to those of the Series) or
from engaging in other activities.
13. LIABILITY. Except as may otherwise be required by the
1940 Act or the rules thereunder or other applicable law, the
Trust and the Manager agree that the Portfolio Manager, any
affiliated person of the Portfolio Manager, and each person, if
any, who, within the meaning
10
of Section 15 of the 1933 Act, controls the Portfolio Manager
shall not be liable for any error of judgment, mistake of law,
any diminution in value of the investment portfolio of the Series,
or subject to any damages, expenses, or losses in connection with,
any act or omission connected with or arising out of any services
rendered under this Agreement, except by reason of willful misfeasance,
bad faith, or gross negligence in the performance by the Portfolio
Manager of its duties, or by reason of reckless disregard by the
Portfolio Manager of its obligations and duties under this Agreement.
14. INDEMNIFICATION.
(a) Notwithstanding Section 13 of this Agreement, the
Manager agrees to indemnify and hold harmless the Portfolio
Manager, any affiliated person of the Portfolio Manager (other
than the Manager), and each person, if any, who, within the
meaning of Section 15 of the 1933 Act controls ("controlling
person") the Portfolio Manager (all of such persons being
referred to as "Portfolio Manager Indemnified Persons") against
any and all losses, claims, damages, liabilities, or litigation
(including legal and other expenses) to which a Portfolio Manager
Indemnified Person may become subject under the 1933 Act, the
1940 Act, the Advisers Act, the Code, under any other statute, at
common law or otherwise, arising out of the Manager's
responsibilities to the Trust which (1) may be based upon any
violations of willful misconduct, malfeasance, bad faith or gross
negligence by the Manager, any of its employees or
representatives, or any affiliate of or any person acting on
behalf of the Manager, or (2) may be based upon any untrue
statement or alleged untrue statement of a material fact supplied
by, or which is the responsibility of, the Manager and contained
in the Registration Statement or prospectus covering shares of
the Trust or a Series, or any amendment thereof or any supplement
thereto, or the omission or alleged omission to state therein a
material fact known or which should have been known to the
Manager and was required to be stated therein or necessary to
make the statements therein not misleading, unless such statement
or omission was made in reliance upon information furnished to
the Manager or the Trust or to any affiliated person of the
Manager by a Portfolio Manager Indemnified Person; provided
however, that in no case shall the indemnity in favor of the
Portfolio Manager Indemnified Person be deemed to protect such
person against any liability to which any such person would
otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of its duties, or by
reason of its reckless disregard of obligations and duties under
this Agreement.
(b) Notwithstanding Section 13 of this Agreement, the
Portfolio Manager agrees to indemnify and hold harmless the
Manager, any affiliated person of the Manager (other than the
Portfolio Manager), and each person, if any, who, within the
meaning of Section 15 of the 1933 Act, controls ("controlling
person") the Manager (all of such persons being referred to as
"Manager Indemnified Persons") against any and all losses,
claims, damages, liabilities, or
11
litigation (including legal and other expenses) to which a Manager
Indemnified Person may become subject under the 1933 Act, 1940 Act,
the Advisers Act, the Code, under any other statute, at common law
or otherwise, arising out of the Portfolio Manager's responsibilities
as Portfolio Manager of the Series which (1) may be based upon
any violations of willful misconduct, malfeasance, bad faith or
gross negligence by the Portfolio Manager, any of its employees
or representatives, or any affiliate of or any person acting
on behalf of the Portfolio Manager, (2) may be based upon a
failure to comply with Section 2, Paragraph (a) of this Agreement,
or (3) any breach of any representations or warranties contained
in Section 4; provided, however, that in no case shall the
indemnity in favor of a Manager Indemnified Person be deemed to
protect such person against any liability to which any such person
would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence in the performance of its duties, or
by reason of its reckless disregard of its obligations and duties
under this Agreement.
(c) The Manager shall not be liable under Paragraph (a) of
this Section 14 with respect to any claim made against a
Portfolio Manager Indemnified Person unless such Portfolio
Manager Indemnified Person shall have notified the Manager in
writing within a reasonable time after the summons, notice, or
other first legal process or notice giving information of the
nature of the claim shall have been served upon such Portfolio
Manager Indemnified Person (or after such Portfolio Manager
Indemnified Person shall have received notice of such service on
any designated agent), but failure to notify the Manager of any
such claim shall not relieve the Manager from any liability which
it may have to the Portfolio Manager Indemnified Person against
whom such action is brought otherwise than on account of this
Section 14. In case any such action is brought against the
Portfolio Manager Indemnified Person, the Manager will be
entitled to participate, at its own expense, in the defense
thereof or, after notice to the Portfolio Manager Indemnified
Person, to assume the defense thereof, with counsel satisfactory
to the Portfolio Manager Indemnified Person. If the Manager
assumes the defense of any such action and the selection of
counsel by the Manager to represent both the Manager and the
Portfolio Manager Indemnified Person would result in a conflict
of interests and therefore, would not, in the reasonable judgment
of the Portfolio Manager Indemnified Person, adequately represent
the interests of the Portfolio Manager Indemnified Person, the
Manager will, at its own expense, assume the defense with counsel
to the Manager and, also at its own expense, with separate
counsel to the Portfolio Manager Indemnified Person, which
counsel shall be satisfactory to the Manager and to the Portfolio
Manager Indemnified Person. The Portfolio Manager Indemnified
Person shall bear the fees and expenses of any additional counsel
retained by it, and the Manager shall not be liable to the
Portfolio Manager Indemnified Person under this Agreement for any
legal or other expenses subsequently incurred by the Portfolio
Manager Indemnified Person independently in connection with the
defense thereof other than reasonable costs of investigation.
The Manager shall not have the right to compromise on or settle
the litigation without the prior written consent of the Portfolio
Manager Indemnified Person if the compromise or settlement
12
results, or may result in a finding of wrongdoing on the part of
the Portfolio Manager Indemnified Person.
(d) The Portfolio Manager shall not be liable under
Paragraph (b) of this Section 14 with respect to any claim made
against a Manager Indemnified Person unless such Manager
Indemnified Person shall have notified the Portfolio Manager in
writing within a reasonable time after the summons, notice, or
other first legal process or notice giving information of the
nature of the claim shall have been served upon such Manager
Indemnified Person (or after such Manager Indemnified Person
shall have received notice of such service on any designated
agent), but failure to notify the Portfolio Manager of any such
claim shall not relieve the Portfolio Manager from any -liability
which it may have to the Manager Indemnified Person against whom
such action is brought otherwise than on account of this Section
14. In case any such action is brought against the Manager
Indemnified Person, the Portfolio Manager will be entitled to
participate, at its own expense, in the defense thereof or, after
notice to the Manager Indemnified Person, to assume the defense
thereof, with counsel satisfactory to the Manager Indemnified
Person. If the Portfolio Manager assumes the defense of any such
action and the selection of counsel by the Portfolio Manager to
represent both the Portfolio Manager and the Manager Indemnified
Person would result in a conflict of interests and therefore,
would not, in the reasonable judgment of the Manager Indemnified
Person, adequately represent the interests of the Manager
Indemnified Person, the Portfolio Manager will, at its own
expense, assume the defense with counsel to the Portfolio Manager
and, also at its own expense, with separate counsel to the
Manager Indemnified Person which counsel shall be satisfactory to
the Portfolio Manager and to the Manager Indemnified Person. The
Manager Indemnified Person shall bear the fees and expenses of
any additional counsel retained by it, and the Portfolio Manager
shall not be liable to the Manager Indemnified Person under this
Agreement for any legal or other expenses subsequently incurred
by the Manager Indemnified Person independently in connection
with the defense thereof other than reasonable costs of
investigation. The Portfolio Manager shall not have the right to
compromise on or settle the litigation without the prior written
consent of the Manager Indemnified Person if the compromise or
settlement results, or may result in a finding of wrongdoing on
the part of the Manager Indemnified Person.
(e) The Manager shall not be liable under this Section 14
to indemnify and hold harmless the Portfolio Manager and the
Portfolio Manager shall not be liable under this Section 14 to
indemnify and hold harmless the Manager with respect to any
losses, claims, damages, liabilities, or litigation that first
become known to the party seeking indemnification during any
period that the Portfolio Manager is, within the meaning of
Section 15 of the 1933 Act, a controlling person of the Manager.
13
15. DURATION AND TERMINATION. This Agreement shall become
effective on the date first indicated above. Unless terminated
as provided herein, the Agreement shall remain in full force and
effect for two (2) years from such date and continue on an annual
basis thereafter with respect to each Series; provided that such
annual continuance is specifically approved each year by (a) the
vote of a majority of the entire Board of Trustees of the Trust,
or by the vote of a majority of the outstanding voting securities
(as defined in the 1940 Act) of each Series, and (b) the vote of
a majority of those Trustees who are not parties to this
Agreement or interested persons (as such term is defined in the
1940 Act) of any such party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval. The
Portfolio Manager shall not provide any services for such Series
or receive any fees on account of such Series with respect to
which this Agreement is not approved as described in the
preceding sentence. However, any approval of this Agreement by
the holders of a majority of the outstanding shares (as defined
in the 1940 Act) of a Series shall be effective to continue this
Agreement with respect to such Series notwithstanding (i) that
this Agreement has not been approved by the holders of a majority
of the outstanding shares of any other Series or (ii) that this
agreement has not been approved by the vote of a majority of the
outstanding shares of the Trust, unless such approval shall be
required by any other applicable law or otherwise.
Notwithstanding the foregoing, this Agreement may be terminated
for each or any Series hereunder: (a) by the Manager at any time
without penalty, upon sixty (60) days' written notice to the
Portfolio Manager and the Trust, (b) at any time without payment
of any penalty by the Trust, upon the vote of a majority of the
Trust's Board of Trustees or a majority of the outstanding voting
securities of each Series, upon sixty (60) day's written notice
to the Manager and the Portfolio Manager, or (c) by the Portfolio
Manager at any time without penalty, upon sixty (60) days written
notice to the Manager and the Trust. In addition, this Agreement
shall terminate with respect to a Series in the event that it is
not initially approved by the vote of a majority of the
outstanding voting securities of that Series at a meeting of
shareholders at which approval of the Agreement shall be
considered by shareholders of the Series. In the event of
termination for any reason, all records of each Series for which
the Agreement is terminated shall promptly be returned to the
Manager or the Trust, free from any claim or retention of rights
in such records by the Portfolio Manager, although the Portfolio
Manager may, at its own expense, make and retain a copy of such
records. The Agreement shall automatically terminate in the
event of its assignment (as such term is described in the 1940
Act). In the event this Agreement is terminated or is not
approved in the manner described above, the Sections or
Paragraphs numbered 2(f), 9, 10, 11, 13, 14, and 17 of this
Agreement shall remain in effect, as well as any applicable
provision of this Paragraph numbered 15.
16. AMENDMENTS. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this
14
Agreement shall be effective until approved by an affirmative
vote of (i) the Trustees of the Trust, including a majority of
the Trustees of the Trust who are not interested persons of any
party to this Agreement, and (ii) the holders of a majority of the
outstanding voting securities of the Series, cast in person at a
meeting called for the purpose of voting on such approval, if
such approval is required by applicable law.
17. USE OF NAME.
(a) It is understood that the name "Directed Services,
Inc." or any derivative thereof or logo associated with that name
is the valuable property of the Manager and/or its affiliates,
and that the Portfolio Manager has the right to use such name (or
derivative or logo) only with the approval of the Manager and
only so long as the Manager is Manager to the Trust and/or the
Series. Upon termination of the Management Agreement between the
Trust and the Manager, the Portfolio Manager shall as soon as is
reasonably possible cease to use such name (or derivative or
logo).
(b) It is understood that the name "Baring International
Investment Limited" or any derivative thereof or logo associated
with that name is the valuable property of the Portfolio Manager
and its affiliates and that the Trust and/or the Series have the
right to use such name (or derivative or logo) in offering
materials of the Trust with the approval of the Portfolio Manager
and for so long as the Portfolio Manager is a portfolio manager
to the Trust and/or the Series. Upon termination of this
Agreement between the Trust, the Manager, and the Portfolio
Manager, the Trust shall as soon as is reasonably possible cease
to use such name (or derivative or logo).
18. AMENDED AND RESTATED AGREEMENT AND DECLARATION OF
TRUST. A copy of the Amended and Restated Agreement and
Declaration of Trust for the Trust is on file with the Secretary
of the Commonwealth of Massachusetts. The Amended and Restated
Agreement and Declaration of Trust has been executed on behalf of
the Trust by Trustees of the Trust in their capacity as Trustees
of the Trust and not individually. The obligations of this
Agreement shall be binding upon the assets and property of the
Trust and shall not be binding upon any Trustee, officer, or
shareholder of the Trust individually.
19. INVESTMENT MANAGEMENT REGULATORY ORGANIZATION.
(a) Under the rules of the Investment Management Regulatory
Organization ("IMRO"), clients must be placed in specific
categories which are dictated by different considerations
including the nature and financial description of the client, the
experience of the client in certain investments and other
factors. On the basis of the information given by the
15
Manager, it is categorized as a Non-Private Customer in relation
to the services to be provided in accordance with the Agreement.
(b) The Portfolio Manager has written procedures in
operation in accordance with IMRO rules for the effective
consideration and proper handling of client complaints. Any
complaint by the Manager should be sent in writing to the
Compliance Officer of the Portfolio Manager. The Manager and the
Trust may make any complaint about the Portfolio Manager to IMRO.
20. MISCELLANEOUS.
(a) This Agreement shall be governed by the laws of the
State of Delaware, without giving effect to the provisions,
policies or principals thereof relating to choice or conflict of
laws, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act or rules or
orders of the SEC thereunder. The term "affiliate" or
"affiliated person" as used in this Agreement shall mean
"affiliated person" as defined in Section 2(a)(3) of the 1940
Act.
(b) The captions of this Agreement are included for
convenience only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect.
(c) To the extent permitted under Section 15 of this
Agreement, this Agreement may only be assigned by any party with
the prior written consent of the other parties.
(d) If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby, and to
this extent, the provisions of this Agreement shall be deemed to
be severable.
(e) Nothing herein shall be construed as constituting the
Portfolio Manager as an agent of the Manager, or constituting the
Manager as an agent of the Portfolio Manager.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed as of the day and year first above
written.
THE GCG TRUST
Attest /s/Marilyn Talman By: Myles R. Tashman
----------------- ----------------
Title: Assistant Secretary Title: Secretary
------------------- --------------
16
DIRECTED SERVICES, INC.
Attest /s/Marilyn Talman By: David L. Jacobson
------------------ ------------------
Title: Vice President Title: Senior Vice President
--------------- ---------------------
BARING INTERNATIONAL INVESTMENT
LIMITED
Attest /s/ A.H. Routledge By: /s/ Mala S. Dhillon
------------------- --------------------
Title: Company Solicitor Title: Director
------------------- ---------
17
AMENDED SCHEDULE A
The Series of The GCG Trust, as described in Section 1 of
the attached Portfolio Management Agreement, to which Baring
International Investment Limited shall act as Portfolio Manager
are as follows:
Global Fixed Income Series
Developing World Series
Hard Asset Series
Emerging Markets
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed as of the 26th day February, 1999.
THE GCG TRUST
Attest /s/Marilyn Talman By: /s/Myles R. Tashman
----------------- -------------------
Title: Vice President Title: Secretary
----------------- ---------
DIRECTED SERVICES, INC.
Attest /s/Marilyn Talman By: /s/Myles R. Tashman
----------------- -------------------
Title: Vice President Title: Executive Vice President
----------------- ------------------------
and Assistant Secretary
BARING INTERNATIONAL
INVESTMENT LIMITED
Attest Michael T. Brown By: /s/Mala S. Dhillon
---------------- ------------------
Title: Vice President Title: Director
-------------- --------
A-1
AMENDED SCHEDULE B
COMPENSATION FOR SERVICES TO SERIES
For the services provided by Baring International Investment Limited
("Portfolio Manager") to the following Series of The GCG Trust, pursuant to
the attached Portfolio Management Agreement, the Manager will pay the
Portfolio Manager a fee, computed daily and payable monthly, based on the
average daily net assets of the Series at the following annual rates of the
average daily net assets of the Series:
SERIES RATE
Global Fixed Income Series 0.45% of first $200 million,
0.30% of next $500 million,
0.25% of next $1 billion,
0.10% in excess of $2 billion
Developing World Series 0.90%
Hard Asset Series 0.40%
Emerging Markets 0.90%
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the 26th day February, 1999.
THE GCG TRUST
Attest /s/Marilyn Talman By: /s/Myles R. Tashman
----------------- -------------------
Title: Assistant Secretary Title: Secretary
------------------- ---------
DIRECTED SERVICES, INC.
Attest /s/Marilyn Talman By: /s/Myles R. Tashman
------------------ -------------------
Title: Vice President Title: Executive Vice President
----------------------- ------------------------
and Assistant Secretary
BARING INTERNATIONAL
INVESTMENT LIMITED
Attest Michael T. Brown By: /s/Mala S. Dhillon
---------------- ------------------
Title: Vice President Title: Director
-------------- --------
B-1
<PAGE>
<PAGE>
VOTING INSTRUCTION/PROXY
THE GCG TRUST
This voting instruction is solicited on behalf of the Board of Trustees
of The GCG Trust (the "Trust"). The Board of Trustees of the Trust recommends
that you vote FOR the following proposal. Directed Services, Inc. will pay for
the costs of the Meeting of Shareholders of the Trust (the "Meeting"). Neither
the Trust nor its Shareholders will bear any costs associated with this Meeting.
[variable name] [variable contract]
[variable joint name]
[variable address line 1]
[variable address line 2] PLEASE VOTE BY MARKING ONE BOX
[variable address line 3] NEXT TO EACH PROPOSAL. SIGN BELOW
[variable city, state & zip] EXACTLY AS LISTED HERE AND DATE
THIS VOTING INSTRUCTION. THEN
RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
The Undersigned Contract Owner of a variable annuity contract or
variable life insurance policy (each referred to as "Contract") issued
by Golden American Life Insurance Company ("Golden American") or a
participating insurance company and funded by a separate account of Golden
American or a participating insurance company instructs that the shares of
the Series of the Trust attributable to his or her Contract be voted at
the Meeting to be held on March [ ], 2000 at 10:00 a.m., local time,
at 1475 Dunwoody Drive, West Chester, Pennsylvania, and at any
adjournment thereof, as directed below with respect to the matters
referred to in the Proxy Statement for the Meeting, receipt of which is
acknowledged, and in Golden American's (or in such participating
insurance company's) discretion, upon such other matters as may
properly come before the Meeting and any adjournment thereof.
UNITS PROPOSALS FOR AGAINST ABSTAIN
aaaa 2. To approve a new Portfolio Management
Agreement among the Trust, DSI and Baring
International Investment Limited on behalf
of:
EMERGING MARKETS SERIES [ ] [ ] [ ]
This voting instruction will be voted as specified. If this voting
instruction is signed, but NO SPECIFICATION IS MADE, THIS VOTING INSTRUCTION
WILL BE VOTED FOR THE PROPOSAL. If this voting instruction is not returned
properly executed, such votes will be cast by Golden American or a
participating insurance company on behalf of the pertinent separate account
in the same proportion as it votes shares held by that separate account for
which it has received instructions from contract owners participating in the
above-listed Series.
PLEASE VOTE BY MARKING ONE BOX NEXT TO THE PROPOSAL. SIGN EXACTLY AS LISTED
ABOVE, AND DATE THIS VOTING INSTRUCTION, THEN RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
IMPORTANT: Joint Owners must EACH sign. Trustees and others signing in a
representative capacity should so indicate.
Date:__________, 1999 ________________________ ________________________
Contract Owner Joint Owner (If Any)
<PAGE>
<PAGE>
