SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT THIS AMENDMENT is made as of the 9th day of October, 1997, pursuant to Paragraph 2 of the Reimbursement Agreement, dated as of April 23, 1985 and amended as of February 11, 1992 (as so amended, the "Existing...

                   SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT


      THIS AMENDMENT is made as of the 9th day of October, 1997, pursuant to
Paragraph 2 of the Reimbursement Agreement, dated as of April 23, 1985 and
amended as of February 11, 1992 (as so amended, the "Existing Agreement"),
between XXXXXXX XXXXX ASSET MANAGEMENT, L.P. ("MLAM") and XXXXXXX XXXXX LIFE
AGENCY, INC. ("MLLA").

      MLAM and MLLA hereby amend the Existing Agreement to any extent necessary
to clarify the parties' intent and agreement that the aggregate operating
expenses for which reimbursement is provided pursuant to Paragraph 1 of the
Existing Agreement do not include any distribution or other separate fees that
may be imposed solely on shares other than Class A shares of any Portfolio of
the Fund.

      Capitalized terms used herein without definition and defined in the
Existing Agreement shall have the same meaning herein as therein.


                                            XXXXXXX XXXXX LIFE AGENCY, INC.


                                            By:   /s/ Xxxx Xxxx Xxxxxxx
                                                  ---------------------

                                            Name: Xxxx Xxxx Xxxxxxx
                                            Title: Vice President



                                            XXXXXXX XXXXX ASSET MANAGEMENT, L.P.


                                            By:    /s/ Xxxxxx X. Xxxxxxxx
                                                   ----------------------

                                            Name: Xxxxxx X. Xxxxxxxx
                                            Title: Senior Vice President