Exhibit 10.3
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INVESTMENT SERVICES AGREEMENT
This Agreement made this 3rd day of March, 1998 (the "Effective Date")
between ▇▇▇▇▇▇▇ & ▇▇▇▇ Asset Management Company ("WRAMCO") and ▇▇▇▇▇▇▇ & ▇▇▇▇
Investment Management Company ("WRIMCO").
WHEREAS, WRAMCO has entered into, and will enter into, investment
management agreements with its clients to provide to each client certain
investment management services;
WHEREAS, WRIMCO is an investment adviser registered under the Investment
Advisers Act of 1940; and has been providing WRAMCO with various investment
advisory services with respect to certain of its clients;
WHEREAS, although WRIMCO and WRAMCO have been direct or indirect wholly
owned subsidiaries of Torchmark Corporation, because of the anticipated stock
offering by ▇▇▇▇▇▇▇ & ▇▇▇▇ Financial, Inc. and planned divestiture by Torchmark
Corporation of its ownership interest in ▇▇▇▇▇▇▇ & ▇▇▇▇ Financial, Inc., the
intermediate indirect owner of WRIMCO's stock, it is anticipated that WRIMCO and
WRAMCO will no longer ultimately have common ownership;
WHEREAS, WRAMCO desires to engage WRIMCO to continue to provide WRAMCO with
various investment advisory services with respect to certain of its clients,
WRIMCO is willing to continue to render such services, and the parties desire to
reduce to writing the applicable terms and conditions.
NOW, THEREFORE, as of the Effective Date, the Parties agree as follows:
1. Accounts. This Agreement is applicable to those accounts of WRAMCO as
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agreed by the parties from time to time (the "Accounts").
2. Appointment. WRAMCO hereby appoints WRIMCO to provide WRAMCO with
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various investment advisory services with respect to the Accounts, and WRIMCO
agrees to provide such services.
Subject to the instructions and supervision of WRAMCO, WRIMCO shall
provide investment advisory services necessary to meet the investment
objectives, limitations and such other requirements of clients of WRAMCO for
which WRAMCO and WRIMCO determine WRIMCO will provide investment advisory
services ("Clients"). In performing its duties under this Agreement, WRIMCO
will comply with the requirements
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of applicable law and the reasonable written instructions of WRAMCO. Subject to
such limitations, WRIMCO shall have the authority to determine transactions and
other actions for Accounts, and to place orders with or through such persons,
brokers, dealers or futures commission merchants as WRIMCO shall select. While
WRIMCO will give primary consideration to securing the most favorable price and
efficient execution of transactions, WRIMCO may consider the financial
responsibility, research and investment information and other services provided
by brokers, dealers or futures commission merchants who may effect or be party
to any such transaction or other transactions to which WRIMCO's other clients
may be a party.
It is also understood that it is desirable for WRIMCO to have access to
supplemental investment and market research and security and economic analysis
provided by brokers or futures commission merchants who may execute brokerage
transactions at a higher cost to Clients than may result when allocating
brokerage to other brokers on the basis of seeking the lowest commission cost.
It is understood that the services provided by such brokers or futures
commission merchants may be useful to WRIMCO in connection with its services to
other clients.
On occasions when WRIMCO deems the purchase or sale of a security or
futures contract or other property to be in the best interest of a Client, as
well as other clients, WRIMCO may, but shall be under no obligation to,
aggregate the securities or futures contracts to be sold or purchased in order
to obtain a more favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities or futures contracts so
purchased or sold, as well as the expenses incurred in the transaction, will be
made by WRIMCO in the manner WRIMCO considers to be equitable and consistent
with its fiduciary obligations.
Clients of WRAMCO may direct that transactions for each such Client be
effected by a particular broker-dealer specified by that Client. WRIMCO shall
effect transactions in accordance with Client directions, subject to the
limitations of applicable law and subject to any conditions imposed by a Client
with respect to such transactions, notice of which has been given in writing to
WRIMCO by WRAMCO. WRAMCO acknowledges that when WRIMCO follows a Client's
direction with respect to the selection of a broker-dealer, WRIMCO may not be
able to aggregate such Client's transactions with others and may not have any
responsibility for the quality or cost of such broker-dealer's services,
depending upon the Client's precise directions and conditions with respect to
such transactions.
3. Books and Records. WRIMCO shall maintain all such books and records,
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as are required by the Investment Advisers Act of 1940 or any other applicable
laws, relating to the investment advisory services provided under this
Agreement.
4. Reports. WRIMCO shall provide WRAMCO with such periodic reports as the
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Parties may from time to time agree upon.
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5. WRAMCO Responsibility. WRAMCO shall provide WRIMCO with all
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information required by WRIMCO in order to provide the investment advisory
services requested by WRAMCO pursuant to this Agreement, including, without
limitation, investment objectives and guidelines and all amendments thereto.
WRAMCO shall have full responsibility for all services to be provided by it
pursuant to its investment advisory agreements with its clients. WRAMCO agrees
to indemnify and to hold harmless WRIMCO, its affiliates which are directly or
indirectly subsidiaries of ▇▇▇▇▇▇▇ & ▇▇▇▇ Financial, Inc. and ▇▇▇▇▇▇▇ & ▇▇▇▇
Financial, Inc. and their respective officers, directors, employees and agents
from all claims and liabilities (including counsel fees) incurred or assessed
against them in connection with the performance of this Agreement, except such
as may arise from a breach by WRIMCO of the relevant standard of conduct set
forth herein.
6. Representations. Each party represents to the other that (i) it is an
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investment adviser properly registered under the Investment Advisers Act of
1940, (ii) it has the power and authority to execute, deliver and to carry out
the terms of this Agreement, and (iii) this Agreement constitutes a legal, valid
and binding obligation of it.
Each party represents that it shall notify the other if it no longer has
the necessary registration under applicable securities, investment advisory or
similar laws to carry out all of its duties hereunder.
Each party represents that there are no outstanding or anticipated legal
actions or claims against it which could have a material adverse effect on it
and which have not been disclosed to the other party and each party represents
that it will give notice of any such actions or claims which may arise following
the date hereof.
WRAMCO represents that it has full power and authority to manage the assets
of each Client for which it will engage the services of WRIMCO, pursuant to this
Agreement, and that WRIMCO shall be authorized to act on any instructions given
to it by or on behalf of WRAMCO by any officer or employee of WRAMCO.
WRAMCO represents that it has or will provide a copy of Part II of Form ADV
of WRIMCO and WRAMCO to Clients as required by laws, rules and regulations.
7. Standard of Care. WRIMCO shall act with the care, skill, prudence and
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diligence under the circumstances then prevailing that a prudent man acting in a
like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims. Notwithstanding anything
contained herein to the contrary, WRIMCO does not guarantee investment results
and no past performance should be relied upon or considered an indicator of
present or future performance. It is hereby understood and agreed that WRIMCO
shall not be liable or responsible for any loss incurred in connection with
recommendations or investments made by WRIMCO or other actions taken by WRIMCO
with respect to the Accounts, provided such actions were taken by WRIMCO in
accordance with this Agreement. WRAMCO understands that financial
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investments carry substantial risk and WRIMCO cannot predict or guarantee any
particular results. WRIMCO shall not be responsible or liable for any loss
incurred in connection with any act or omission of WRAMCO, any Client or any
broker-dealer or third party.
8. Compensation. For its services provided pursuant to this Agreement,
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WRAMCO shall pay WRIMCO the fees set forth on Appendix A to this Agreement, such
fees to be adjusted quarterly, if at all, upon agreement of the parties. In the
event this Agreement is terminated at any time during a quarter, the fees will
be equitably pro rated.
9. Proxies. WRIMCO is specifically precluded from taking any action or
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rendering any advice with respect to the voting of proxies solicited by or with
respect to the issuers of securities held in a Client account except to the
extent WRAMCO is specifically required by the Client to do so and WRAMCO
specifically requires WRIMCO to do so in writing with respect to any such Client
account. Absent such specific direction, WRIMCO's obligation with respect to
any such solicitation shall be limited exclusively to the forwarding of proxy
materials or other information with respect to such solicitation received from
the issuer or third parties and acting upon the express instructions of the
Client with respect to the granting or withholding of any such Proxy. In no
event shall WRIMCO be responsible for voting any proxies which have a record
date which is prior to the to the date of this Agreement or on or after the date
of any termination of this Agreement.
10. Notice. All notices, instructions and reports contemplated by this
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Agreement shall be deemed duly given when in writing and either delivered to the
addresses below or sent by first-class mail, facsimile, or courier addressed as
follows:
(a) To WRAMCO: ▇▇▇▇▇▇▇ & ▇▇▇▇ Asset Management
Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(b) To WRIMCO: ▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
11. Custodians. WRAMCO shall inform WRIMCO of the custodian for each
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Client account and take such actions as necessary to assure that WRIMCO may give
instructions to each such custodian and to assure that each custodian may
fulfill its obligations.
12. Termination. This Agreement may be terminated by the Parties hereto
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upon 30 days' notice.
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13. Assignment. Neither this Agreement nor the rights and duties
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hereunder may be assigned by either party without the prior written consent of
the other party.
14. Entire Agreement; Waiver; Amendment. This Agreement constitutes the
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entire and complete agreement between the parties hereto relating to the subject
matter hereof, and supersedes all prior agreements between the parties, whether
oral or written. Notwithstanding the foregoing, this Agreement shall be read in
connection with the Services Agreement, dated March 3rd, 1998, between WRIMCO
and WRAMCO. This Agreement may be amended only by the written consent of WRIMCO
and WRAMCO. Any notice required by this Agreement may be waived in writing by
the person entitled thereto. Such waiver shall not be deemed a continuing
waiver. This Agreement shall inure to and be binding upon the respective
successors and assigns (as permitted herein) of the parties hereto.
15. Governing Law. This Agreement shall be governed by the laws of the
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State of Kansas.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
and delivered by their respective duly authorized officers as of the date first
above written.
▇▇▇▇▇▇▇ & ▇▇▇▇ Investment Management Company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ & ▇▇▇▇ Asset Management Company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Appendix A
Compensation
WRAMCO shall compensate WRIMCO for its services hereunder at the annual rate of
21.5 basis points on average assets under management under this Agreement as
specified further in the Agreement.
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