1
AMENDMENT NO. 1
---------------
to the
INVESTMENT ADVISORY AGREEMENT
-----------------------------
Amendment No. 1 made as of the ----------- day of
-----------, 1996, by and between GENERAL AMERICAN CAPITAL
COMPANY ("Company"), a Maryland corporation, and CONNING ASSET
MANAGEMENT COMPANY ("Adviser"), formerly known as General
American Investment Management Company, a Missouri corporation
which is registered as an investment adviser under the Investment
Advisers Act of 1940, amends the Investment Advisory Agreement,
dated as of the twenty-first day of July, 1993, by and between
the Company and the Adviser, as follows:
(i) ARTICLE II is hereby amended to change the name of
the Equity Index Fund to the S&P 500 Index Fund, the
International Equity Fund to the International Index
Fund, and the Special Equity Fund to the Mid-Cap Equity
Fund; and
(ii) ARTICLE II is hereby amended to change the
investment advisory fee rates for the International
Index Fund and the Mid-Cap Equity Fund to read as
follows:
International Index Fund Assets
-------------------------------
First $10 million .50%
Next $10 million .40%
Balance over $20 million .30%
Mid-Cap Equity Fund Assets
--------------------------
First $10 million .55%
Next $10 million .45%
Balance over $20 million .40%
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IN WITNESS WHEREOF, the parties have caused this Amendment
No. 1 to the Investment Advisory Agreement to be signed by their
respective officials duly authorized, as of the day and year
first above written.
Attest: GENERAL AMERICAN CAPITAL COMPANY
------------------------------ By: -------------------------------
Xxxxxxx X. XxXxxxxx, Secretary Xxxxxxx X. Xxxxx, President
CONNING ASSET MANAGEMENT
Attest: COMPANY
------------------------------ By: -------------------------------
Xxxxx X. Xxxxxxxxxx, Assistant Xxxxxxx X. Xxxxxxxxxx, Chief
Secretary Executive Officer
CAM:amg/CapCo-2.doc
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