Exhibit (h)(5)(C)
EXPENSE REIMBURSEMENT AGREEMENT
AMENDMENT NO. 2
This Amendment No. 2 to Expense Reimbursement Agreement
("Agreement") is entered into effect as of the 1st day of May 1992,
by and between The GCG Trust (formerly The Specialty Managers Trust)
(the "Trust"), a Massachusetts business trust, and Directed Services,
Inc. ("Manager"), a New York corporation.
WHEREAS, the Trust is an open-end diversified management
investment company issuing shares in several different classes, each
class known as a series; and
WHEREAS, Golden American Life Insurance Company (formerly MB
Variable Life Insurance Company) ("Golden American") and the Mutual
Benefit Life Insurance Company in Rehabilitation, successor to The
Mutual Benefit Life Insurance Company ("MBL"), through certain of
their respective separate accounts, invest in shares of the operating
Series of the Trust; and
WHEREAS, the parties hereto wish to limit the ordinary operating
expenses of the Trust borne by owners of the variable annuities and
variable life insurance policies issued or to be issued by Golden
American or MBL (the "Policies"); and
WHEREAS, the parties have previously entered into the Agreement
effective as of the 20th day of March, 1991, as last amended on
December 31, 1991; and
WHEREAS, the parties wish to amend the Agreement;
NOW, THEREFORE, the parties do hereby agree as follows:
1. Term of Agreement. The Agreement shall continue in full force
and effect and upon the same terms and conditions as originally set
forth through the close of business on December 31, 1992, except as
set forth in Section 2 hereof.
2. Reimbursement of Expenses of the Series of the Trust.
Commencing May 1, 1992, and continuing through the close of business
on December 31, 1992, Manager hereby agrees to pay the Trust the
amount by which the ordinary operating expenses of each of the Series
exceeds the percentage of the average daily net assets of each Series
as set forth below:
(i) Liquid Asset Series .75%
(ii) Limited Maturity Bond Series .75%
(iii) All Growth Series 1.50%
(iv) Natural Resources Series 1.50%
(v) Real Estate Series 1.50%
(vi) Multiple Allocation Series 1.20%
(vii) Fully Managed Series 1.20%
(viii) Capital Appreciation Series 1.20%
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first written above.
DIRECTED SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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THE SPECIALTY MANAGERS TRUST
By: /s/ Xxxx X. Xxxxxxxx
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