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EXHIBIT (a)(8)
WRITTEN INSTRUMENT AMENDING
THE AGREEMENT AND DECLARATION OF TRUST OF
THE GCG TRUST
The undersigned, being a majority of the Trustees of The GCG
Trust (the "Trust"), hereby amend the Trust's Agreement and
Declaration of Trust, which was Amended and Restated on March 19,
1996 and further amended on June 10, 1996, January 23, 1997, January
12, 1998, February 16, 1999, June 30, 1999 and August 17, 1999
("Declaration of Trust"), as follows:
1. Acting pursuant to Sections 6.2 and 11.4 of the Declaration of
Trust, under which the shares of beneficial interest of the Trust,
pursuant to Section 6.2, are divided into thirty-five separate series
(each a Series, and collectively, the Series), the undersigned hereby
amend Section 6.2 of the Declaration of Trust to establish and
designate three new Series of the Trust, to be known as the
Diversified Mid-Cap Series, Asset Allocation Growth Series and
Special Situations Series.
(a). Each Series shall be authorized to hold cash and invest in
securities, instruments and other property and use
investment techniques as from time to time described in the
Trust's then currently effective prospectus relating to the
respective Series and the Trust's registration statement
under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended (the "Act").
Each share of beneficial interest ("Share") of each Series
shall be redeemable as provided in the Declaration of
Trust, and shall be entitled to one vote (or fraction
thereof in respect of a fractional Share), unless otherwise
required by law, on matters in which Shares of the
respective Series shall be entitled to vote, and shall
represent a pro rata beneficial interest in the assets
allocated to the respective Series. The proceeds of sales
of Shares of each Series, together with any income and gain
thereon, less any diminution or expenses thereof, shall
irrevocably belong to the respective Series, unless
otherwise required by law. Each Share of each Series shall
be entitled to receive its pro rata share of net assets of
the Series upon liquidation of the respective Series, all
as provided in the Declaration of Trust. Upon redemption of
a shareholder's Shares, or indemnification for liabilities
incurred by reason of a shareholder being or having been
the shareholder of any Series, such shareholder shall be
paid solely out of the property of the respective Series.
(b). Shareholders of each Series shall vote separately as a
class on any matter except, consistent with the Act and the
rules thereunder, and the Trust's registration statement
thereunder, (i) the election of Trustees, (ii) any
amendment to the Declaration of Trust, unless the amendment
affects fewer than all classes, in which case shareholders
of the affected classes shall vote separately, and (iii)
ratification of the selection of auditors. In each case of
such separate voting, the Trustees shall determine whether,
for the matter to be effectively acted upon within the
meaning of Rule 18f-2 under the Act or any successor rule
as to each Series, the applicable percentage (as specified
in the Declaration of Trust, or the Act and the rules
thereunder) of the Shares of the respective Series alone
must be voted in favor of the matter, or whether the
favorable vote of such applicable percentage of the Shares
of each Series entitled to vote on the matter is required.
(c). The assets and liabilities of the Trust shall be allocated
among the Series as set forth in Section 6.2 of the
Declaration of Trust, except as provided below:
(i) Costs incurred by the Trust in connection with the organization,
registration and public offering of Shares designated Managed Global
Series may be amortized for such Series over the lesser of the life
of the Series or the five-year period beginning with the month that
such Series commences operations.
(ii) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares designated
Mid-Cap Growth Series may be amortized for such Series over the
lesser of the life of the Series or the five-year period beginning
with the month that such Series commences operations.
(iii) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares designated
Total Return Series may be amortized for such Series over the lesser
of the life of the Series or the five-year period beginning with the
month that such Series commences operations.
(iv) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares designated
Research Series may be amortized for such Series over the lesser of
the life of the Series or the five-year period beginning with the
month that such Series commences operations.
(v) Costs incurred by the Trust in connection with the organization,
registration and public offering of Shares designated Growth & Income
Series may be amortized for such Series over the lesser of the life
of the Series or the five-year period beginning with the month that
such Series commences operations.
(vi) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares designated
Growth Series may be amortized for such Series over the lesser of the
life of the Series or the five-year period beginning with the month
that such Series commences operations.
(vii) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares designated
Global Fixed Income Series may be amortized for such Series over the
lesser of the life of the Series or the five-year period beginning
with the month that such Series commences operations.
(viii) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares designated
Growth Opportunities Series may be amortized for such Series over the
lesser of the life of the Series or the five-year period beginning
with the month that such Series commences operations.
(ix) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares designated
Developing World Series may be amortized for such Series over the
lesser of the life of the Series or the five-year period beginning
with the month that such Series commences operations.
(x) Costs incurred by the Trust in connection with the organization,
registration and public offering of Shares designated Large Cap Value
Series may be amortized for such Series over the lesser of the life
of the Series or the five-year period beginning with the month that
such Series commences operations.
(xi) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares designated
International Equity Series may be amortized for such Series over the
lesser of the life of the Series or the five-year period beginning
with the month that such Series commences operations.
(xii) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares designated
Investors Series may be amortized for such Series over the lesser of
the life of the Series or the five-year period beginning with the
month that such Series commences operations.
(xiii) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares designated
All Cap Series may be amortized for such Series over the lesser of
the life of the Series or the five-year period beginning with the
month that such Series commences operations.
(xiv) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares designated
Large Cap Growth Series may be amortized for such Series over the
lesser of the life of the Series or the five-year period beginning
with the month that such Series commences operations.
(xv) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares designated
Diversified Mid-Cap Series may be amortized for such Series over the
lesser of the life of the Series or the five-year period beginning
with the month that such Series commences operations.
(xvi) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares designated
Asset Allocation Growth Series may be amortized for such Series over
the lesser of the life of the Series or the five-year period
beginning with the month that such Series commences operations.
(xvii) Costs incurred by the Trust in connection with the
organization, registration and public offering of Shares designated
Special Situations Series may be amortized for such Series over the
lesser of the life of the Series or the five-year period beginning
with the month that such Series commences operations.
(xviii) The liabilities, expenses, costs, charges or reserves of
the Trust (other than the management fee, distribution fee or the
organizational expenses paid by the Trust) which are not readily
identifiable as belonging to any particular Series shall be allocated
among the Series on the basis of their relative average daily net
assets.
(xix) The Trustees may from time to time in particular cases make
specific allocations of assets or liabilities among the Series.
(d). The Trustees (including any successor Trustees) shall have
the right at any time and from time to time to reallocate
assets and expenses or to change the designation of any
Series now or hereafter created, or to otherwise change the
special and relative rights of any such Series provided
that such change shall not adversely affect the rights of
shareholders of the Series.
This instrument may be executed in counterparts.
IN WITNESS WHEREOF, the undersigned have caused these
presents to be executed as of the 18th day of May, 2000.
/s/Barnett Chernow
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Barnett Chernow
/s/John Barmeyer
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John Barmeyer
/s/J. Michael Earley
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J. Michael Earley
/s/R. Barbara Gitenstein
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R. Barbara Gitenstein
/s/Robert A. Grayson
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Robert A. Grayson
/s/Elizabeth J. Newell
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Elizabeth J. Newell
/s/Stanley B. Siedler
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Stanley B. Siedler
/s/Roger B. Vincent
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Roger B. Vincent
PRESIDENT'S CERTIFICATE
The undersigned, being the duly elected, qualified and
active President of The GCG Trust (the "Trust"), hereby
certifies, pursuant to Section 11.4 of the Trust's Agreement and
Declaration of Trust ("Declaration of Trust"), that the amendment
to the Declaration of Trust, dated May 18, 2000, has been duly
adopted in accordance with the provisions of the Declaration of
Trust.
Dated: May 18, 2000 /s/Barnett Chernow
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Barnett Chernow
President
