Exhibit 10.8
▇▇▇▇▇▇ & COMPANY, L.P.
Investment Counsel
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
This agreement is made by and between ▇▇▇▇▇▇ & Company, L.P., a
Tennessee Limited partnership ("▇▇▇▇▇▇ & Co.") and American Life and Annuity
Company ("Client").
▇▇▇▇▇▇ & Co. and Client agree as follows:
1. SERVICES. Client wishes to retain the services of ▇▇▇▇▇▇ & Co. to
render investment advisory in the supervision and management of the assets in
its investment account, and ▇▇▇▇▇▇ & Co. wishes to render such services to
Client.
2. CUSTODIAN. Client will place the account in the possession of such
custodian(s) as Client may from time to time designate. ▇▇▇▇▇▇ & Co. will not
have, at any time, possession of any of Client's investment account assets,
whether they be securities, cash or other assets.
3. AUTHORITY TO MANAGE AND SUPERVISE INVESTMENT ACCOUNT ASSETS. Client
authorizes ▇▇▇▇▇▇ & Co., from time to time and in its sole discretion, to direct
the custodian and brokers to sell, purchase, invest, reinvest, exchange, retain,
deposit or otherwise trade in or dispose of Client's investment account assets
and such authority shall specifically extend to Option Contracts. ▇▇▇▇▇▇ & Co.
is further authorized to direct the manner, method, time, and place of such
trading and disposition. This agreement shall serve as client's consent and
authority for all such action or nonaction taken in the discretion of ▇▇▇▇▇▇ &
Co. and Client's authorization that ▇▇▇▇▇▇ & Co. and Client's authorization that
▇▇▇▇▇▇ & Co. may deal with Client's account assets without seeking further
consent from Client. Client's investment account assets shall include all income
and proceeds from and additions to such assets.
4. USE OF BROKER'S SERVICES. Client understands that certain brokerage
firms will furnish securities research and statistical information to ▇▇▇▇▇▇ &
Co. and that ▇▇▇▇▇▇ & Co. will place some of its securities brokerage
transactions with such firms. Subject to ▇▇▇▇▇▇ & Co.'s agreement to obtain
execution of brokerage orders for Client's investment account on the most
favorable terms. Client consents to the placement of orders for brokerage
transactions for Client's investment account with such firms.
5. OTHER CLIENTS. Client acknowledges and agrees that ▇▇▇▇▇▇ & Co. may
act for other clients.
6. NO WAIVER. No provision of this Agreement shall be considered as a
waiver of any rights Client may have in connection with any failure by ▇▇▇▇▇▇ &
Co. to comply with my applicable law or regulation.
7. NO ASSIGNMENT. ▇▇▇▇▇▇ & Co. shall make no assignment without the
consent of Client, and Client shall make no such assignment without the consent
of ▇▇▇▇▇▇ & Co. ▇▇▇▇▇▇ & Co. will notify Client of any change in the membership
of its partnership within a reasonable time after any such change.
8. FEES. Annual fees for the services rendered by ▇▇▇▇▇▇ & Co. pursuant
to this Agreement are set forth on the Fee Schedule attached to this Agreement
and made part of it. ▇▇▇▇▇▇ & Co. will ▇▇▇▇ client for such fees quarterly, at
the end of each calendar quarter based on the value of the account at the end of
such quarter, and Client agrees that payment shall be made from Client's
investment account by the custodian.
9. TERM. This Agreement shall become effective on the date set forth
below and shall continue in full force and effect until terminated. This
Agreement may be terminated by either party upon 30 days prior written notice to
the other.
10. DISCLOSURE. By signing below, Client acknowledges receipt of Part
II of the Form ADV of ▇▇▇▇▇▇ & Co. on this 11th day of 1997.
CLIENT:
Name: American Life and Annuity Company
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Address: ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Social Security or ID Number: ▇▇-▇▇▇▇▇▇▇
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By: /s/▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇, Treasurer
▇▇▇▇▇▇ & COMPANY, L.P.
By: /s/ A. ▇▇▇▇▇ ▇▇▇▇▇▇
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A. ▇▇▇▇▇ ▇▇▇▇▇▇, President
Effective Date of this Agreement: July 11, 1997
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▇▇▇▇▇▇ & COMPANY
ANNUAL FEE SCHEDULE - FIXED INCOME ACCOUNTS
0.30% . . . First Million
0.25% . . . All over $5 Million
MINIMUM ANNUAL FEE . . .
Fees are billed at the end of each calendar quarter based on the
current market value of the account.
Contracts are subject to cancellation by either party on 30 days
written notice with fees prorated to the date of cancellation.