AMENDMENT TO
INVESTMENT MANAGEMENT AGREEMENT
This Amendment dated as of January 1, 2001, is to the Investment Management
Agreement made as of the 30th day of October, 1992 and amended and restated as
of the 6th day of December, 1994 and the 25th day of May, 1995 (the "Agreement")
by and between Xxxxxxxxx Investment Counsel, Inc., a U.S. registered investment
adviser and Florida corporation (the "Manager") and Templeton Capital
Accumulator Fund, Inc. (the "Fund").
WITNESSETH:
WHEREAS, both the Manager and the Fund wish to amend the Agreement;
WHEREAS, the Manager merged into XXXXXXXXX INVESTMENT COUNSEL, LLC, a
Delaware limited liability company, a successor entity, on January 1, 2001;
NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereto agree as follows:
1. The Manager's name is henceforth to be known as "Xxxxxxxxx Investment
Counsel, LLC."
2. All references to the Manager being a "Florida Corporation" in the
Agreement are hereby changed to a "Delaware limited liability company."
IN WITNESS WHEREOF, this Amendment has been executed on behalf of each
party as of the date set forth above.
XXXXXXXXX INVESTMENT COUNSEL, LLC
By:/s/XXXXXXX X. XXXXXXX
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TEMPLETON CAPITAL ACCUMULATOR FUND, INC.
By:/s/XXXXXXX X. XXXXX
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