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[Exhibit 10.15]
INVESTMENT MANAGER AGREEMENT
THIS
AGREEMENT, made as of the 8th day of December, 2005, by and
between
VALIDUS REINSURANCE, LTD. (hereinafter called the "Company") and
BLACKROCK
(through its subsidiary BlackRock Financial Management, Inc.,
hereinafter called
the "Manager").
WITNESSETH:
WHEREAS, the Company has all requisite authority to appoint one or
more
investment managers to supervise and direct the investment and
reinvestment of a
portion of all of the assets of the Company and of certain
subsidiaries of the
Company;
THEREFORE, for and in consideration of the premises and of the
mutual
covenants herein contained, the parties hereby agree as
follows:
1.
Appointment and Status as Investment Manager. The Company
hereby
appoints the Manager as an "Investment Manager." The Manager does
hereby accept
said appointment and by its execution of this Agreement the Manager
represents
and warrants that it is registered as an investment adviser under
the U.S.
Investment Advisers Act of 1940 (the "Advisers Act"). The Manager
does also
acknowledge that it is a fiduciary with respect to the assets under
management
and assumes the duties, responsibilities and obligations of a
fiduciary with
respect to the services described in Sections 3 through 5
below.
2.
Representations by Company. The Company represents and warrants
that (a)
it has all requisite authority to appoint the Manager hereunder,
(b) the terms
of the Agreement do not conflict with any obligation by which the
Company is
bound, whether arising by contract, operation of law or otherwise
and (c) this
Agreement has been duly authorized by appropriate corporate
action.
3.
Management Services. The Manager shall be responsible for the
investment
and reinvestment of those assets designated by the Company as
subject to the
Manager's management (which assets, together with all additions,
substitutions
and alterations thereto are hereinafter called the "Account"). The
Account may
include all securities and instruments described in Exhibit A or
appropriate to
effect the strategies described therein. The Company does hereby
delegate to the
Manager all of its powers, duties and responsibilities with regard
to such
investment and reinvestment and hereby appoints the Manager as its
agent in fact
with full authority to buy, sell or otherwise effect investment
transactions
involving the assets in its name and for the Account, including
without
limitation, the power to enter into swap, futures, options and
other agreements
with counterparties on the Company's behalf as the Manager deems
appropriate
from time to time in order to carry out the Manager's
responsibilities
hereunder. Said powers, duties and responsibilities shall be
exercised
exclusively by the Manager pursuant to and in accordance with its
fiduciary
responsibilities and the provisions of this Agreement. In deciding
on a proper
investment of the Account, the Manager shall consider the following
factors as
communicated in writing to the Manager by the Company from time to
time: a) the
investment purposes of the Company, b) the Company's financial
needs such as
liquidity, c) applicable laws, d) the Company's investment policies
and
guidelines, and e) the
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Account's Investment Guidelines attached as Exhibit A. In addition,
in
accordance with the Manager's guidelines in effect from time to
time, the
Manager or its agent is authorized, but shall not be required, to
vote, tender
or convert any securities in the Account; to execute waivers,
consents and other
instruments with respect to such securities; to endorse, transfer
or deliver
such securities or to consent to any class action, plan of
reorganization,
merger, combination, consolidation, liquidation or similar plan
with reference
to such securities; and the Manager shall not incur any liability
to the Company
by reason of any exercise of, or failure to exercise, any such
discretion in the
absence of gross negligence or bad faith.
4.
Accounting and Reports. At such intervals as shall be mutually
agreed
upon between the parties, the Manager shall furnish the Company
with appraisals
of the Account, performance tabulations, a summary of purchases and
sales and
such other reports as shall be agreed upon from time to time. The
Manager shall
also reconcile accounting, transaction and asset-summary data with
custodian
reports at times that are mutually agreeable to the Manager and the
Company. In
addition, the Manager shall communicate and resolve any
significant
discrepancies with the custodian.
5.
Other Services. The Manager shall, on invitation, attend meetings
with
representatives of the Company to discuss the position of the
Account and the
immediate investment outlook, or shall submit its views in writing
as the
Company shall suggest from time to time.
6.
Additional Investment Services; Considerations and Acknowledgments.
As
agreed between the parties from time to time, the Manager may
provide certain
operating, analytical, and reporting support ("Additional
Investment Services")
for those portfolios of the Company managed by the Manager and by
other parties.
The Additional Investment Services may include, but are not limited
to the
following: (i) establishing appropriate investment mandates and
strategies, (ii)
drafting investment policies and guidelines, (iii) supporting the
Company's
operations, including custodial assistance, (iv) creating a
consolidated risk
reporting platform for the Company, (v) providing asset-liability
reporting,
(vi) providing income projections, and (vii) broad and general
consulting on
accounting, operational, regulatory, and other strategic
issues.
The
Company understands and acknowledges that (a) all Additional
Investment
Services require the Manager to exercise good-faith judgments that
may
ultimately prove to be erroneous, (b) in connection with providing
the
Additional Investment Services, the Manager will make certain
assumptions about
the movements of interest rates, volatility of interest rates,
movements of
spreads, and the relationship of mortgage prepayments to interest
rates, (c) the
Manager's assumptions will not necessarily capture all the
characteristics and
risks inherent in the Company's portfolios, and (d) the Manager's
assumptions
are based upon information provided to the Manager by the Company
or certain of
its third-party vendors that is assumed to be reliable and
accurate, but the
Manager does not represent or warrant that it is accurate or
complete, and will
not be responsible for verifying the accuracy of any such
information.
7.
Compensation. For its investment management services rendered
hereunder,
the Manager shall be compensated in accordance with Exhibit B,
attached hereto.
If the management of the Account commences or ends at any time
other than the
beginning or end of a calendar quarter, the quarterly fee shall be
prorated
based on the portion of such calendar quarter during which this
Agreement was in
force.
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8.
Custodian. The securities in the Account shall be held by a
custodian
duly appointed by the Company and the Manager is authorized to give
instructions
to the custodian with respect to all investment decisions regarding
the Account.
Nothing contained herein shall be deemed to authorize the Manager
to take or
receive physical possession of any of the assets for the Account,
it being
intended that sole responsibility for safekeeping thereof (in such
investments
as the Manager may direct) and the consummation of all purchases,
sales,
deliveries and investments made pursuant to the Manager's direction
shall rest
upon the custodian.
9.
Brokerage. The Company hereby delegates to the Manager sole and
exclusive authority to designate the brokers or dealers through
whom all
purchases and sales on behalf of the Account will be made. The
Manager will
determine the rate or rates, if any, to be paid for brokerage
services provided
to the Account. The Manager agrees that securities are to be
purchased through
such brokers as, in the Manager's best judgment, shall offer the
best
combination of price and execution. The Manager, in seeking to
obtain best
execution of portfolio transactions for the Account may consider
the quality and
reliability of brokerage services, as well as research and
investment
information and other services provided by brokers or dealers.
Accordingly, the
Manager's selection of a broker or dealer for transactions for the
Account may
take into account such relevant factors as
