724742.3
Exhibit 10.7 (c)
THIRD AMENDMENT TO ADVISORY AGREEMENT
This Third Amendment to Advisory Agreement (the "Amendment") is made as
of January 1, 1999, by and between ▇▇▇▇▇▇▇ Life, Inc., a Missouri corporation
("▇▇▇▇▇▇▇"), and Financial Holding Corporation, a Missouri corporation ("FHC").
WHEREAS, ▇▇▇▇▇▇▇ and FHC are parties to that certain Advisory Agreement
dated as of January 1, 1993, as amended (the "Agreement"); and
WHEREAS, the parties desire to amend Section 6 of the Agreement
regarding compensation to be paid by ▇▇▇▇▇▇▇ to FHC;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows, effective as of January 1, 1999:
1. Amendment. Section 6 of the Agreement is hereby amended so
that, as amended, it shall read in its entirety as follows:
6. Compensation.
(a) For the services to be rendered by the Adviser as provided
in Section 2 of this Agreement, the Company shall pay to the Adviser a
quarterly fee based on the total statutory value of the Companies'
investible assets as of the end of the most recent fiscal quarter
computed as follows:
(i) Bonds.............................................. 0.0375%
(ii) Preferred Stocks................................... 0.2500%
(iii) Common Stocks...................................... 0.2500%
(iii) Other Mortgages Loans.............................. 0.0375%
(iv) Real estate........................................ 0.0375%
(v) Policy Loans....................................... 0.0000%
(vi) Premium Notes...................................... 0.0000%
(vii) Collateral Loans................................... 0.0000%
(viii) Cash w/o Short-term Investments.................... 0.0375%
(ix) MM Instruments (Short-term)........................ 0.0375%
(x) Receivable for Securities.......................... 0.0375%
(xi) Other Invested Assets.............................. 0.0375%
(xii) Aggregate Asset Write Ins.......................... 0.0375%
2
724742.3
(b) All such quarterly fees will be payable in advance within
ten (10) business days after the date of this Agreement and the last
day of each fiscal quarter thereafter.
In the event of commencement of this Agreement on a date other
then the first day of a fiscal quarter of the Companies, the fees
provided in this paragraph 6 shall be pro rated based on the number of
days remaining in the then current fiscal quarter as a percentage of
the total number of days in such quarter.
(c) Company and Adviser shall annually review the fees and
charges that Company pays to Adviser for data processing services and
to make adjustments as necessary. The fees and charges due to Adviser
shall not exceed the fees and charges contained in this Agreement prior
to any amendments.
Except as herein amended, the Agreement shall remain in full force and
effect without change.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
▇▇▇▇▇▇▇ LIFE, INC. FINANCIAL HOLDING CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title Sr. V.P. and COO Title V.P., CFO and Treasurer