EXHIBIT 3(d)(ii)
EXPENSE REIMBURSEMENT AGREEMENT
AMENDMENT NO. 1
This Amendment No. 1 to Expense Reimbursement Agreement
("Agreement") is entered into effective 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 which 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 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/ ▇▇▇▇▇▇▇ ▇. Berkerlegge
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THE SPECIALTY MANAGERS TRUST
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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