EXHIBIT (h)(5)(A)
EXPENSE REIMBURSEMENT AGREEMENT
EXPENSE REIMBURSEMENT AGREEMENT
This Agreement is entered into effective as of the 20th day
of March, 1991, by and between The Specialty Managers Trust (the
"Trust"), a Massachusetts business trust, and Directed Services,
Inc. ("Manager"), a New York corporation, whose name is scheduled
to be changed to The Golden Financial Group, Inc. on or about May
1, 1991.
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 ("Golden
American") and 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"):
NOW, THEREFORE, the parties do hereby agree as follows:
1. TERM OF AGREEMENT. This Agreement shall commence as of the
first day of May, 1991, and shall continue through the close of
business on December 31, 1991, unless earlier terminated by
mutual agreement of the parties, expressed in a writing signed by
all of the parties hereto.
2. REIMBURSEMENT OF EXPENSES OF THE SERIES OF THE TRUST. In
partial consideration for the Trust offering its shares solely to
separate accounts of Golden American and MBL, 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 1.50%
(vii) Fully Managed Series 1.50%
In no event shall the Manager, under this Reimbursement
Agreement, pay to the Trust any amount with respect to any
extraordinary expenses of the Trust.
3. FREQUENCY OF REIMBURSEMENTS. The amount of reimbursement,
if any, for each operating Series of the Trust shall be
determined monthly. Manager hereby agrees to pay the Trust any
amount due hereunder not later than the 15th day of the following
calendar month.
4. PROVISION OF FINANCIAL STATEMENTS. For such period as the
Manager is obligated to pay any of the ordinary operating
expenses of the Trust pursuant to the provisions of this
Agreement, Manager hereby agrees to provide the Board of Trustees
of the Trust on a quarterly basis the unaudited financial
statements of Manager and on an annual basis the audited
financial statements of the Manager.
5. ASSIGNMENT AND MODIFICATION. This Agreement may be modified
or assigned only by a writing signed by all of the parties.
Page Two
6. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first written above.
DIRECTED SERVICES, INC.
By: /s/X.X. Xxxxxxxx
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THE SPECIALTY MANAGERS TRUST
By: /s/
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