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AMENDMENT NO. 2
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to the
INVESTMENT ADVISORY AGREEMENT
-----------------------------
Amendment No. 2 made as of the ----------- day of -----------, 1997, 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 add the Small-Cap Equity Fund to
the list of Capital Company funds managed by Adviser under the
Investment Advisory Agreement; and
(ii) ARTICLE II is hereby amended to change the investment advisory
fee rates for the Managed Equity Fund and to add the investment
advisory fee rates for the Small-Cap Equity Fund as follows:
Managed Equity Fund Assets
--------------------------
First $10 million .40%
Next $10 million .30%
Balance over $20 million .25%
Small-Cap Equity Fund .25%
---------------------
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 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
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