Exhibit (h)(5)(B)
EXPENSE REIMBURSEMENT AGREEMENT
AMENDMENT NO. 1
This Amendment No. 1 to Expense Reimbursement Agreement
("Agreement") is entered into effect as of the 31st day of December
1991, by and between The Specialty Managers Trust (the "Trust"), a
Massachusetts business trust whose name is scheduled to be changed to
The GCG Trust on or about January 31, 1992, 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, MB Variable Life Insurance Company, currently
conducting business in certain jurisdictions as Golden American 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, which Agreement
continues through the close of business 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 April 30, 1992, except as set
forth in Section 2 hereof.
2. Reimbursement of Expenses of the Series of the Trust.
Commencing February 17, 1992, and continuing through the close of
business on April 30, 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 .80%
(ii) Limited Maturity Bond Series .90%
(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%
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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