Exhibit 8.21
INVESTMENT CONSULTANT AGREEMENT
This agreement is made as of September 1, 1999, between American Fidelity
Assurance Company, a corporation organized under the laws of the State of
Oklahoma, having its principal place of business at Oklahoma City, Oklahoma,
herein referred to as the "Company" and Asset Services Company, L. L. C., a
corporation organized under the laws of the State of Oklahoma, having its
principal place of business at Oklahoma City, Oklahoma, herein referred to as
"Consultant." This agreement relates to American Fidelity Variable Separate
Account B, herein referred to as the "Separate Account B", which is sponsored by
the Company.
The parties stipulate and recite that:
The Company is engaged in the financial services and general insurance
business. The Company has served as sponsor of Separate Account B, a unit
investment trust through which it provides variable annuity contracts. The
Company also engages in numerous investment activities in connection with the
insurance business and other financial services activities relating to its
principal business activities.
The Consultant is engaged in the business of offering investment advisor
and investment consulting services. The Consultant offers research, reporting,
and advisory services to various entities relating to investment activities.
For the reasons recited above, and in consideration of the mutual promises
contained herein, the Company and the Consultant agree as follows:
SECTION ONE
INVESTMENT ADVICE AND OTHER INVESTMENT CONSULTING SERVICES
1.01 The Consultant shall, to the extent reasonably required in the
business of the Company, assist the Company in the selection of investment
companies for the funding of the variable annuity contracts offered by Separate
Account B. The Consultant shall also, from time to time, furnish to or place at
the disposal of the Company such reports and information on the investment
results of certain investment companies as may be required or deemed helpful to
the Company in judging the effectiveness of such investment companies.
1.02 The Consultant agrees to use its best efforts in the furnishing of
such advice and recommendations and in the preparation of such reports and
information, and for this purpose Consultant shall at all times maintain a staff
of trained personnel for the performance of its obligations under this
agreement. The Consultant may, at its expense, employ other persons to furnish
statistical and other factual information, advice regarding economic factors and
trends, information with respect to technical and scientific developments, and
such other information, advice and assistance as Consultant may desire.
1.03 The Company will from time to time furnish to the Consultant detailed
statements of the investments and resources of the Company and information as to
its investment problems, and will make available to Consultant such financial
reports, and other information relating to its investments as may be in
possession of the Company or available to it.
SECTION TWO
COMPENSATION TO INVESTMENT CONSULTANT
2.01 The Company agrees to pay to the Consultant, and Consultant agrees to
accept, as full reimbursement for the following projects:
a. Fee of $100 per hour for the services of Xxx Xxxxxx.
b. Fee of $50 per hour for the services of Xxxxxx Xxxxxx.
2.02 Additional projects will be evaluated and additional fees will be
negotiated and contracted if mutually agreed upon in writing by Company and
Consultant.
SECTION THREE
ALLOCATION OF EXPENSES
3.01 The Consultant shall provide at its own expense the required office
space, equipment, personnel, and clerical services for the completion of the
projects contracted in Section Two above. Out of town travel, long distance
calls, long distance conference calls, express mail and other unusual costs will
be reimbursed by the Company to the Consultant. It is anticipated that such
other unusual costs will not exceed $50.00 per month. The Consultant shall
receive prior approval from the Company before incurring costs in excess of that
amount. The Consultant is not by way of this contract agreeing to become a
record keeper for the Company and shall not bear any expense for the day-to-day
accounting record requirements of the Company.
3.02 The Company will provide at its expense such summaries of investments
and financial accounting records as shall be reasonably required by the
Consultant to complete the projects described and contracted in Section Two
above.
SECTION FOUR
DURATION AND TERMINATION
4.01 The term of this agreement shall begin as of September 1, 1999, and
this agreement shall remain in effect for a period of one year from that date,
unless sooner terminated as hereinafter provided. The agreement shall be
renewable annually by the mutual written consent of the parties and the
restatement of projects to be completed by the Consultant and the consideration
to be paid by the Company. Such renewal of the agreement may be by written
attachment to this agreement or by the execution of a new agreement.
4.02 This agreement may be terminated by either party on sixty (60) days
prior notice in writing to the other party, at the following address for each:
If to Company:
American Fidelity Assurance Company
Attention: Xxxxxxx X. Xxxxxxx, Chairman and CEO
0000 X. Xxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
If to Company:
American Services Company, L.L.C.
Attention: Xxx Xxxxxx, President
0000 X. Xxxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
SECTION FIVE
STATUS OF CONSULTANT
5.01 Consultant shall be deemed to be an independent contractor and, except
as expressly provided or authorized in this contract, shall have no authority to
act for or represent the Company.
5.02 The Company recognizes that Consultant now renders and may continue to
render investment advice and services to other companies and persons which may
or may not have investment policies and investments similar to those of the
Company. The Consultant shall be free to continue to render such advice and
services without further consent of the Company.
SECTION SIX
LIABILITY OF CONSULTANT
6.01 In furnishing the Company with investment advice and management and
other services as herein provided, neither the Consultant, nor any officer,
director, or agent thereof shall be held liable to the Company or its creditors
or stockholders for errors of judgment or for anything except willful
misfeasance, bad faith, or gross negligence in the performance of it duties, or
reckless disregard of its obligations and duties under the terms of this
agreement.
6.02 It is further understood and agreed that the Consultant may rely upon
information furnished to it reasonably believed to be accurate and reliable and
that, except as hereinabove provided, the Consultant shall not be accountable
for any loss suffered by the Company by the reason of the Company's action or
non-action on the basis of any advice, recommendation or approval of the
Consultant, its officers, directors or agents.
SECTION SEVEN
AMENDMENT OR ASSIGNMENT OF AGREEMENT
7.01 This agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by the Consultant or the Company.
SECTION EIGHT
CONFIDENTIALITY
8.01 Consultant acknowledges that in the course of performing his duties
hereunder, Consultant will receive detailed information regarding the Company's
operating policies and procedures and other proprietary information of the
Company (hereinafter, "Proprietary Information"). Consultant agrees not to
directly or indirectly reveal, report, publish, disclose or transfer any of the
Proprietary Information, or utilize any of the Proprietary Information for any
purpose except in the course of performing duties for the Company pursuant to
this Agreement.
SECTION NINE
MISCELLANEOUS
9.01 This contract has been executed within, and shall be governed by, the
internal laws of the State of Oklahoma. This Agreement represents the entire
agreement of the parties with respect to the subject matter contained herein,
and may not be modified other than by a written agreement signed by both
parties.
In witness whereof, the parties hereto have caused this agreement to be
signed by their respective officers thereunto duly authorized.
AMERICAN FIDELITY ASSURANCE COMPANY
XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx, Chairman and CEO
ASSET SERVICES COMPANY, L. L. C.
XXX XXXXXX
Xxx Xxxxxx, President
