EXHIBIT 99.(d)(1)(ii)
EXHIBIT (D)(1)(II)
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT made as of September 1, 2004 to the Investment Advisory
Agreement made as of the 1st day of July, 1996, as amended (the "Agreement")
between Travelers Asset Management International Company LLC ("TAMIC")
(successor to Travelers Asset Management International Corporation) and Capital
Appreciation Fund (the "Trust").
WITNESSETH:
WHEREAS, TAMIC and the Trust have entered into the Agreement;
WHEREAS, TAMIC and the Trust desire to amend the Agreement to change the
investment advisory fee;
NOW THEREFORE, in consideration of the mutual promises set forth below,
TAMIC and the Trust hereby agree to amend paragraph 5 of the Agreement to read
as follows:
5. For the services rendered hereunder, the Trust will pay TAMIC an
amount equivalent on an annual basis to the following:
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Aggregate Net Asset Value
Annual Management Fee of the Portfolio
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0.700% of the first $1,500,000,000
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0.650% of amounts over $1,500,000,000
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The fees will be paid on the average daily net assets of the Trust, such
fees to be deducted on each valuation date.
IN WITNESS WHEREOF, this Amendment to the Agreement has been executed by
a duly authorized representative of each of the parties hereto as of the date of
the Amendment first set forth above.
Travelers Asset Management International Company LLC
By: /s/ Xxxxx Xxxxx
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Capital Appreciation Fund
By: /s/ Xxxxxxxx X. XxXxx
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