Exhibit 10.8
INVESTMENT SERVICES AGREEMENT
THIS INVESTMENT SERVICES AGREEMENT ("Agreement"), dated and effective
as of February 18, 2003, between INFINITY PROPERTY AND CASUALTY CORPORATION, an
Ohio corporation ("Company"), and AMERICAN MONEY MANAGEMENT CORPORATION, an Ohio
corporation ("American").
WHEREAS, Company and its subsidiaries seek to obtain advice with
respect to the investment of their assets; and
WHEREAS, American, an indirect wholly-owned subsidiary of American
Financial Group, Inc., an Ohio corporation ("AFG"), is willing and able to
supply such investment advice pursuant to the terms and conditions set forth
below;
NOW, THEREFORE, for the consideration herein stated, the parties agree
as follows:
1. INVESTMENT SERVICES.
1.1. American shall furnish investment services to Company and its
subsidiaries, which services shall include the following:
1.1.1. to counsel and advise Company and its subsidiaries in
connection with the formulation of investment
programs and strategies designed to accomplish the
investment objectives of the Company and its
subsidiaries; and
1.1.2. to manage the investment of the portfolio of
investment assets of the Company and its subsidiaries
in accordance with the investment policies,
objectives, directions and guidelines established by
their Boards of Directors or the Investment
Committee, as set forth in Section 1.3 below, and, in
connection therewith, to have full discretion and
authority, without prior consultation or prior
approval, to buy, sell and otherwise trade in bonds
and other fixed income securities and take such other
actions which American shall deem requisite,
appropriate or advisable.
1.2. Custody and control of the securities and all other assets
comprising the investment portfolio of the Company and its subsidiaries
shall at all times be subject to the direction and control of the
Company and its subsidiaries, acting through their Boards of Directors
or an appropriate committee thereof. All purchases and sales of
securities shall be in the name of the Company and its subsidiaries and
all certificates or other instruments representing their investments
shall be held in account at qualified depository institutions or in
book form where appropriate. Such securities will be held in accounts
segregated from those of American or its affiliates.
1.3. American agrees that the investment services it furnishes will be
in accordance with general investment policies, objectives, directions
and guidelines established from time to time by the Board of Directors
of the Company and its subsidiaries or an appropriate committee
thereof. The investment guidelines of the Company and its subsidiaries
will be made available to American. These provisions will change from
time to time and Company and its subsidiaries, as soon as possible,
will forward such changes to American which shall then comply with any
revisions.
1.4. Notwithstanding Section 1.1 above, American shall not invest any
of such investment funds in securities of AFG or any of its
subsidiaries or any affiliate of them, nor shall it invest such funds
in any investment opportunity which was previously made available to
and declined by AFG or any of its affiliates, without first obtaining
the written approval of an officer that the Company shall designate in
writing who shall initially be Xxxxx Xxxxx.
1.5 For providing services hereunder, American shall comply with all
applicable laws, rules and regulations, and shall maintain in full
force all necessary licenses, approvals and consents.
2. PURCHASE AND SALE OF SECURITIES.
American shall place all orders for the purchase and sale of portfolio
securities for accounts of the Company and its subsidiaries with
brokers or dealers selected by American and shall seek to execute
portfolio transactions on terms which are advantageous to Company and
its subsidiaries in selecting brokers or dealers to execute
transactions. American shall not be obligated to solicit competitive
bids or seek the lowest available commission cost. All trades by
American of portfolio securities of Company shall be reported to the
Company and its subsidiaries by 3:00 p.m. on the first business day
following the trade.
3. INVESTMENT FEES; EXPENSES.
3.1. Company shall pay to American an annual fee for investment
services rendered under this Agreement equal to .17% (seventeen basis
points) of assets under management. The amount of assets under
management shall be determined by determining the market value as shown
on IDSI pricing tape of the portfolio securities; provided, however, in
the event that any asset under management is not included on the IDSI
pricing tape, the market value of such asset shall be valued as
mutually agreed upon by Company and American. The fee shall be computed
and paid on a quarterly basis measured as of the end of the preceding
calendar quarter. The quarterly portion of each such fee shall be paid
within ten (10) days after the end of each calendar quarter or portion
thereof in which services are rendered under this Agreement.
3.2. American shall furnish at its own expense necessary executive and
other personnel for providing investment services to Company and its
subsidiaries. Company and its subsidiaries shall be responsible for the
expenses of (a) brokerage commissions, issue and transfer taxes and
other costs in connection with securities transactions to which Company
and its subsidiaries are a party, including any portion of such
commissions attributable to research and brokerage services, (b) taxes
payable by Company and its subsidiaries to federal, state and other
governmental agencies, and (c) custodial fees and expenses.
4. REPORTS AND RECORDS.
4.1. American shall maintain adequate records relating to the
furnishing of investment services under this Agreement, including those
with respect to the acquisition and disposition of securities. American
shall provide to Company and its subsidiaries such oral or written
reports as to its services provided under this Agreement as Company and
its subsidiaries shall reasonably require.
4.2. All records maintained pursuant to this Agreement shall be deemed
the property of Company and its subsidiaries and shall be subject to
examination by Company and its subsidiaries and by persons authorized
by it, or by governmental authorities, at all times upon
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reasonable notice. Except as expressly authorized in this Agreement or
directed by Company in writing, American shall keep confidential such
records and other information obtained by reason of this Agreement.
Upon termination of this Agreement, American shall promptly return all
such records to Company.
5. NON-EXCLUSIVITY OF SERVICES.
The services of American to be provided hereunder are not to be deemed
exclusive and American shall be free to provide similar services for
its own account and the accounts of others, provided that such services
do not materially interfere with services to be rendered hereunder.
6. LIABILITY; INDEMNIFICATION.
Neither American nor any of its directors, officers or employees or
other persons affiliated with American shall have any liability
hereunder for any act, omission, misstatement or error in judgment in
the course of, or in connection with, providing investment advisory
services under this Agreement, or for any losses that may be sustained
from such investment advisory services, and Company shall indemnify and
hold harmless American and its directors, officers, employees and other
affiliated persons from and against any and all liability, claims and
damages arising from or in connection with providing such services
hereunder; provided, however, that the foregoing shall not relieve
American or any of such other persons from liability, or require the
Company to provide any indemnity, for gross negligence, willful
misfeasance or illegal conduct in providing such services.
7. TERMINATION; RENEGOTIATION.
This Agreement shall remain in effect for a period of five (5) years
from the date it is effective and thereafter may be terminated by any
party hereto at any time upon ninety (90) days written notice to the
other party's normal business address. Upon termination of this
Agreement, Company shall pay pro rata any investment fees due for any
portion of a calendar quarter within ten (10) days following the date
of termination.
8. NOTICES.
Notices or other writings given or sent under or pursuant to this
Agreement shall be in writing and be deemed to have been given or sent
if delivered to the party at its address listed below in person or by
telex or telecopy or within two (2) days of mailing if mailed postage
prepaid to such address. The addresses of the parties are:
Infinity Property and Casualty Corporation
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxx
American Money Management Corporation
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Each party may change its address by giving notices as herein required.
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9. SOLE INSTRUMENT.
This instrument and the investment guidelines referred to in Section
1.3 constitute the sole and only agreement of the parties hereto
relating to the subject matter hereof, and correctly sets forth the
rights, duties, and obligations of each party to the other as of its
date.
10. WAIVER OR MODIFICATION.
No waiver or modification of this Agreement shall be effective unless
reduced to a written document signed by the party to be charged.
11. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio, without regard to the conflicts of laws
and rules of such state.
12. ASSIGNMENT.
No party to this Agreement shall have the right to sell, transfer,
delegate, or assign this Agreement or any of its rights or duties
hereunder to any person, firm or corporation at any time during the
term hereof, and any proposed assignee shall acquire no rights nor be
able to assume any obligations unless the written consent of the other
party to this Agreement is given before such assignment or delegation
takes place. However, subject to this paragraph, this Agreement binds
and inures to the benefit of its parties, their successors and assigns.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
as of February 18, 2003.
INFINITY PROPERTY AND CASUALTY
CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President, General Counsel
and Secretary
AMERICAN MONEY MANAGEMENT
CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Secretary
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