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EXHIBIT 10.03
CONSECO CAPITAL MANAGEMENT, INC.
00000 X. Xxxxxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, Xxxxxxx 00000
317.817.2804
March 2, 1998
Xx. Xxxxxx X. Xxxxxx
Executive Vice President
General Counsel & Secretary
Life Reassurance Corporation of America
000 Xxxx Xxxxx Xx.
Xxxxxxxx, XX 00000
RE: LIFE REASSURANCE CORPORATION
LIFERE CORPORATION
REASSURE AMERICA LIFE INSURANCE COMPANY
TEXASRE LIFE INSURANCE COMPANY
INVESTMENT ADVISORY AGREEMENT
Dear Xx. Xxxxxx:
We are writing to inform you of some revisions to the language of the scope of
liability clause in our standard form of investment advisory agreement. In order
to better track the language generally prescribed by the Securities and Exchange
Commission for these types of clauses, we have, among other changes, removed the
word "gross" before "negligence", removed the words "willful misfeasance" and
substituted "malfeasance", and removed the words "in bad faith" from the same
clause in paragraph (a). We also have made some stylistic changes.
We would like to incorporate the revised clause in the Investment Advisory
Agreement between us. The revised clause, which would replace paragraphs (a),
(b) and (c) of Section 8 of that Agreement, reads as follows:
8. Scope of Liability
(a) Subject to paragraph (c) below, neither the Adviser nor any
shareholder, officer, director or employees thereof shall be liable to the
Company, or to the Board of Directors of the Company or to any shareholder of
the Company, for errors of judgment or other errors or for any losses that may
be sustained in connection with the purchase, holding, redemption or sale of any
security on behalf of the Company except to the extent such liability or losses
result from negligence or malfeasance or violation of applicable law.
(b) Subject to paragraph (c) below, the Adviser and its stockholders,
officers, directors and employees may (but are not required to) consult with the
officers or directors of the Company, the Company's legal counsel and/or the
Company's independent accountants and shall not be liable for any action taken
or omission suffered in good faith, reasonable reliance upon and in accordance
with the written opinion or written
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advice of any such officer, counsel or accountants.
(c) The federal securities laws impose liabilities under certain
circumstances on persons who act in good faith and therefore nothing in
paragraphs (a) and (b) above shall in any way constitute a waiver or limitation
of any rights which the Company may have under any federal securities laws.
Please evidence your agreement to the replacement of those paragraphs of that
Agreement with the above paragraphs by signing the enclosed copy of this letter
and returning it to us in the enclosed envelope. Please also attach this letter
to your copy of the current Investment Advisory Agreement between us. If you
have any questions, please do not hesitate to call your Portfolio Manager or
Xxxx Xxxxxxx, our Senior Counsel, at 317/817-6863.
Sincerely,
/S/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx
President
AGREED TO:
LIFE REASSURANCE CORPORATION
LIFERE CORPORATION
REASSURE AMERICA LIFE INSURANCE COMPANY
TEXASRE LIFE INSURANCE
By: /S/ XXXXX X. XXXXXX APRIL 15, 1998
--------------------- ------------------
(Signature) Dated
XXXXX X. XXXXXX
(Printed Name)
