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Exhibit (d)(3)(ii)
Amendment No. 1 to the
Investment Sub-Advisory Agreement Between
Van Kampen Investment Advisory Corp.
(formerly Van Kampen American Capital Investment Advisory Corp.)
and
Miller Anderson & Sherrerd, LLP
The name Van Kampen American Capital Investment Advisory Corp. ("VKAC") has
been changed to Van Kampen Investment Advisory Corp. ("Advisory Corp.). All
references in the Investment Sub-Advisory Agreement to VKAC shall now mean
Advisory Corp.
Pursuant to board action on September 23, 1999, the Section 2(b)
"Compensation to MAS" is amended and restated as follows:
The fee for the services provided under this Agreement will be determined
as follows:
(i)(a) VALUE FUND.
Advisory Corp. shall pay MAS a monthly fee for its services to
the Value Fund as investment sub-adviser calculated as follows:
If average daily net assets of the fund during the monthly
period are less than or equal to $500 million, Advisory Corp.
shall pay MAS one-half of the total investment advisory fee
payable to Advisory Corp. by the Fund (after application of any
fee waivers in effect) for such monthly period. If the Fund's
average daily net assets for the monthly period are greater than
$500 million, Advisory Corp. shall pay MAS a fee for such
monthly period equal to the greater of (a) one half of what the
total advisory fee payable to Advisory Corp. by the Fund (after
application of any fee waivers in effect) for such period would
have been had the Fund's average daily net assets during such
period been equal to $500 million, or (b) forty-five percent
(45%) of the total investment advisory fee payable to Advisory
Corp. by the Fund (after application of any fee waivers in
effect) for such monthly period.
(i)(b) MID CAP GROWTH FUND.
Advisory Corp. shall pay MAS a monthly fee for its services to
the Mid Cap Growth Fund as investment sub-adviser calculated as
follows: Advisory Corp. shall pay MAS at an annual rate of .40%
of the average daily net assets of the Fund.
(ii) The foregoing fees shall be paid in cash by Advisory Corp. to MAS
within five (5) business days after the last day of the valuation
period.
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IN WITNESS WHEREOF, the Agreement has been executed as of the date first
given above.
VAN KAMPEN INVESTMENT MILLER ANDERSON & SHERRERD, LLP
ADVISORY CORP.
By:_____________________________ By: _______________________________
Name: __________________________ Name: _____________________________
Title: _________________________ Title: ____________________________
