AMENDMENT NUMBER ONE
TO ADVISORY AGREEMENT DATED DECEMBER 31, 1991
BETWEEN LIBERTY CAPITAL ADVISORS, INC.
AND
LIFE REASSURANCE CORPORATION OF AMERICA
This Amendment Number One ("Amendment 1") is entered into by and
between Liberty Capital Advisors, Inc., a South Carolina corporation with
an address at 0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
(the "Adviser"), and Life Reassurance Corporation of America, a Connecticut
insurance corporation with an address at 000 Xxxx Xxxxx Xxxx, Xxxxxxxx,
Xxxxxxxxxxx 00000 (the "Company"), to be effective as of July 1, 1996.
Whereas, the Adviser and the Company are parties to that certain
Advisory Agreement dated December 31, 1991 (the "Advisory Agreement"); and
Whereas, the Adviser and the Company desire to amend the provisions
of the Advisory Agreement with regard to the compensation to be paid by the
Company to the Adviser for services rendered under the Advisory Agreement.
Now, therefore, in exchange for mutual consideration, the receipt and
sufficiency of which are hereby acknowledged, the Adviser and the Company
hereby agree to amend the Advisory Agreement pursuant to the terms set
forth below:
A. Any terms used in this Amendment 1 that are not defined herein shall
have the meanings ascribed to such terms in the Advisory Agreement.
B. Exhibit B of the Advisory Agreement is hereby deleted in its entirety
and is replaced by the following:
Exhibit B
The Company will pay the Adviser a quarterly
fee, as set forth in Section 7 of the Advisory
Agreement, based on the market value of the assets
in the Designated Portfolio. The quarterly fee for
each category of asset in the Designated Portfolio
is 0.02%.
C. No other provisions of the Advisory Agreement are amended or modified
by this Amendment 1.
D. This Amendment 1 shall be effective as of July 1, 1996 and the
amended compensation provision will apply to all payments of compensation
made by the Company to the Adviser after such date.
IN WITNESS WHEREOF, the Adviser and the Company have executed this
Amendment 1 on the dates set forth below.
LIBERTY CAPITAL ADVISORS, INC.
/s/ Xxxxxx X. Xxxx
Date: August 16, 1996 Title: Chairman
LIFE REASSURANCE CORPORATION
OF AMERICA
/s/ Xxxxxxx X. Xxxxxx
Date: August 16, 1996 Title: Vice Chairman of the Board and
Chief Investment Officer