INVESTMENT MANAGEMENT AGREEMENTFinancial Services Agreement |
|
|
|
You are currently viewing: This Financial Services Agreement involves
RAM HOLDINGS LTD. | MBIA CAPITAL MANAGEMENT CORP. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Financial Services Agreement by:
<PAGE>
Exhibit 10.21
INVESTMENT
SERVICES AGREEMENT
This INVESTMENT SERVICES AGREEMENT
(the "Agreement") is made as of the 3rd
day of April, by and between RAM REINSURANCE COMPANY LTD, a Bermuda insurance
company (the "Client"), and MBIA CAPITAL MANAGEMENT CORP., a Delaware
corporation (the "Advisor") and shall become effective on May 1, 2003
(the
"Effective Date").
RECITALS
WHEREAS, Client seeks investment
advisory services in connection with
certain assets owned by it; and
WHEREAS, Advisor is in the business
of providing investment advisory
services; and
WHEREAS, Client desires to retain
Advisor to render advice and services to
Client pursuant to the terms and conditions of this Agreement and Advisor is
willing to furnish such advice and services.
NOW THEREFORE, in consideration of
the covenants and the mutual promises
hereinafter set forth, the parties hereto mutually agree as follows:
1.
Authority of the Advisor. (a) Advisor shall have full power to manage
and direct the investments of
and for Client's account (the
"Account"), without
prior consultation with Client, subject, however,
to the limitations referred to
in clause (b) of this paragraph 1 and
paragraph 5 hereof. This
discretionary authority makes the Advisor
agent and attorney-in-fact with
full power and authority on behalf of
the Account (i) to buy, sell, exchange,
convert and otherwise trade in
any and all stocks, bonds and
other securities and investments as the
Advisor may select; and (ii) to
establish and deal through accounts
with one or more securities
brokerage firms, dealers or banks as
Advisor may select; provided,
however, that none of such firms,
dealers or banks shall be a
person or entity that controls, or is
controlled by, or is under
common control with, Advisor. This
discretionary authority shall
remain in full force and effect for the
duration of this Agreement or
until the Advisor receives written
notice from Client of its
termination in accordance with the terms of
this Agreement. Advisor will not be
responsible for giving client
investment advice or taking any
other action with respect to any
assets of Client not included
in the Account.
<PAGE>
(b)
Notwithstanding any other provision of this Agreement, it is
understood and acknowledged by
the parties hereto that Client shall at
all times have ultimate control
of and responsibility with respect to
the functions which Client is
delegating to Advisor pursuant to the
terms of this Agreement. In
furtherance of the foregoing, Advisor
shall follow the instructions
of Client's Chief Executive Officer.
Chief Financial Officer or
Chief Underwriting Officer in connection
with the management and
investment of Account.
2.
Custody of Assets. Client has appointed Fleet National Bank and
Deutsche Bank Trust Company
Americas, as its custodians (the
"Custodians"). The
Custodians will take and have possession of the
assets of the Account. Advisor
shall not act as custodian for Client's
Account or take or have
possession of any of the assets thereof, but
may issue instructions to the
Custodian of such assets as required in
connection with the settlement of
transactions effected by Advisor
hereunder. Accounts and records
maintained by Advisor in connection
with this Agreement shall be
the property of the Client.
Notwithstanding the foregoing,
or any other provisions of this
Agreement to the contrary,
Client and Advisor acknowledge and agree
that Advisor shall at all times
own and have custody of its own
general corporate accounts and
records. Client shall pay all fees of
Custodians.
3.
Brokerage. To the extent permitted in paragraph 1 of this Agreement,
Advisor may place orders for
the execution of transactions for the
Account with or through such
brokers, dealers, or banks as Advisor may
select and, complying with
Section 28(e) of the Securities Exchange
Act of 1934, may select
brokers-dealers charging a commission in
excess of the commission
another broker-dealer would have charged. The
Advisor and other clients
advised by the Advisor may benefit from any
information received from
broker-dealers selected in connection with
Client's Account. Advisor may
(but is not obligated to) purchase or
sell the same securities for
several clients at approximately the same
time and combine or batch such
orders. This may result in differences
in prices and commissions or
other transaction costs from those that
might have been obtained had
such orders been placed independently.
4.
Administrative Services. The Client hereby engages the Advisor to
provide those administrative
and securities management services
described in Exhibit A attached
hereto.
5.
Legal Proceedings. Advisor will not advise or act for Client in any
legal proceedings, including
bankruptcies or class actions, involving
securities
2
<PAGE>
held in the Account or issuers
of those securities. Advisor will
provide Client with notice of
the bankruptcy of such issuer and of any
class action in which Client as
owner of a security or investment held
in the Account would be
eligible to participate as a plaintiff.
6.
Risk. Advisor cannot guarantee the future performance of the Account,
promise any specific level of
performance or promise that its
investment decisions,
strategies or overall management of the Account
will be successful. The
investment decisions Advisor will make for
Client are subject to various
market, currency, economic, political
and business risks, and will
not necessarily be profitable.
7.
Investment Manager Independent. For all purposes of this Agreement,
the Advisor shall be deemed to
be an independent contractor and shall
have no authority to act for,
bind or represent the Client or the
Client's shareholders in any
way, except as described herein, and
shall not otherwise be deemed
to be an agent of the Client. Nothing
contained herein shall create
or constitute the Advisor and the Client
as a member of any partnership,
joint venture, association, syndicate,
unincorporated business or other separate
entity, nor shall anything
contained herein be deemed to
confer on any of them any express,
implied, or apparent authority
to incur any obligation or liability on
behalf of any other person.
8.
Sub-Advisors and Consultants. Advisor may, at its own expense, employ
other persons to furnish to
Advisor 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 Advisor may desire; provided,
however, that such sub-advisors
and consultants shall not have
authority to make investment
decisions for Client's Account.
9.
Investment Objectives and Guidelines. Client has provided Advisor with
a written Statement of
Investment Guidelines (the "Guidelines") in the
form attached hereto as Exhibit
B and incorporated herein by
reference. Advisor agrees to at
all times be in compliance with the
Guidelines when making
investments for Client's Account. Client shall
give Advisor prompt written
notice of any investments made for
Client's Account which Client believes to
have been made outside the
Guidelines. Client may change
or modify the Guidelines from time to
time by providing the Advisor
reasonable advance written notice of
such change or modification
provided, that Client may not amend the
Guidelines to impose additional
monitoring, reporting, or other
material obligations on the
Advisor without the Advisor's written
consent. Neither Advisor's
acceptance of the
3
<PAGE>
Guidelines, nor any other
provision of this Agreement shall be
considered a guaranty that any
specific investment performance result
will be achieved. In the event
of an amendment to the Guidelines, the
parties shall mutually agree to
an appropriate fee schedule for any
additional asset class not
contemplated hereunder, and if the parties
cannot mutually agree in good
faith to an appropriate fee schedule
within 10 days of the receipt
of notice by the Advisor, Client shall
have the right to select
another investment manager for the applicable
portion of the Account,
provided however, that in such event the
Client shall provide the
Advisor with written notice of the identity
of such other investment
manager.
10.
Allocation of Charges and Expenses, (a) Advisor shall furnish at its
own expense executive,
supervisory and other personnel services,
office space, equipment,
utilities and telephone services in
connection with supplying the
investment management, advisory,
statistical, analytical and
research services contemplated by this
Agreement.
(b)
Custodian fees, transfer agent fees and brokerage costs, fees and
commissions will be charged to
Client's Account.
(c)
For all reasonable expenses not otherwise covered in subsections (a)
and (b) above, it is understood
that Client will pay or reimburse
Advisor for such expenses,
including, without limitation, governmental
fees, interest charges, taxes,
fees and expenses of independent
auditors, legal fees and other
expenses connected with the execution
of security transactions or the
purchase or sale of any assets in the
Account or the performance by
Advisor of any other duties under this
Agreement or any actions taken
by Advisor at the request of Client.
Except for taxes, governmental
fees and any other expenses outside of
Advisor's control, Advisor will
notify Client not less than five (5)
business days prior to
incurring any individual expense under this
subsection (c) and Client shall
have five (5) business days from
receipt of such notice within
which to notify Advisor of its
disapproval of any such
expense. Failure of Client to so notify
Advisor of its disapproval
within five (5) business days shall be
deemed Client's approval of
such expense.
(d)
Advisor shall provide Client, no later than ten (10) business days
following the end of each
calendar month, with a (i) summary of the
investment transactions and
(ii) all monthly reports listed on Exhibit
A attached hereto for that
month.
(e)
Advisor shall provide Client, quarterly in arrears, with a statement






