EXHIBIT 10.13
GENERAL RE - NEW ENGLAND ASSET MANAGEMENT, INC.
Investment Management Agreement
-------------------------------
This Agreement is made as of the 1st day of May, 2000, between
1. GENERAL RE - NEW ENGLAND ASSET MANAGEMENT, INC., a corporation
organized under the laws of the State of Delaware ("Manager"); and
2. MAX RE LTD., a corporation organized under the laws of Bermuda
("Client").
WHEREAS, Client desires to appoint Manager as the investment manager of
that portion of Client's assets constituting the Account (as defined below);
NOW THEREFORE, in consideration of the mutual agreements herein
contained, it is agreed as follows:
Section 1. The Account
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The cash, securities and other assets placed by Client in the account
to be managed under this Agreement (the "Account") are listed on Schedule A.
Assets may be added to or withdrawn from the Account at any time. The Account
will include these assets and any changes in them resulting from transactions
directed by Manager, deposits and withdrawals made by Client, or dividends,
interest, stock splits and other earnings, gains or losses on the assets.
Assets placed in the Account by Client that are not to be managed by
Manager are separately identified on Schedule A ("Unmanaged Assets"). Manager
will include these assets in its periodic reports to Client, but will exclude
their value from the Account in calculating Manager's fee.
Section 2. Management of the Account
-------------------------
Manager will make all investment decisions for the Account, in
Manager's sole discretion and without first consulting or notifying Client, in
accordance with the investment restrictions and guidelines which are attached as
Schedule B (the "Investment Guidelines"). Client may change these Investment
Guidelines at any time, but Manager will be bound by the changes only after it
has received and agreed to them in writing. Other than by the Investment
Guidelines and the terms of this Agreement, the investments made by Manager on
behalf of the Client will not be restricted in any manner, except by operation
of law.
Manager will have full power and authority, on behalf of Client, to
instruct any brokers, dealers or banks to buy, sell, exchange, convert or
otherwise trade in all securities, futures or other investments for the Account.
Manager will not be responsible for giving Client investment advice or
taking any other action with respect to Unmanaged Assets.
Client appoints Manager as the true and lawful attorney of the Client
for and in the name, place and stead of Client, in Manager's unrestricted
discretion, to operate and conduct the brokerage accounts of the Client and to
do and perform all and every act and thing whatsoever requisite in furtherance
of this Agreement, including the execution of all writings related to the
purchase or sale, assignments, transfers and ownership of any stocks, bonds,
commodities, or other derivatives or securities. Manager is hereby fully
authorized to act and rely on the authority vested pursuant to said power of
attorney.
Section 3. Transactions for the Account
----------------------------
Manager will arrange for securities transactions for the Account to be
executed through those brokers, dealers or banks that Manager believes will
provide best execution. In choosing a broker, dealer or bank, Manager will
consider the broker, dealer or bank's execution capability, reputation and
access to the markets for the securities being traded for the Account. Manager
will seek competitive commission rates, but not necessarily the lowest rates
available.
Manager may also send transactions for the Account to brokers who
charge higher commissions than other brokers, provided that Manager determines
in good faith that the amount of commissions Manager pays is reasonable in
relation to the value of the brokerage and research services provided, viewed in
terms either of that particular transaction or Manager's overall
responsibilities with respect to all clients whose accounts Manager manages on a
discretionary basis.
If Manager decides to purchase or sell the same securities for Client
and other clients at about the same time, Manager may combine Client's order
with those of other clients if Manager reasonably believes that it will be able
to negotiate better prices or lower commission rates or transaction costs for
the combined order than for Client's order alone. Client will pay the average
price and transaction costs obtained for such combined orders.
If Manager cannot obtain execution of the combined orders at prices or
for transaction costs that Manager believes to be desirable, Manager will
allocate the securities purchased or sold as part of the combined order by
following its order allocation procedures.
Manager generally will allocate securities purchased or sold as part of
a combined order to Client's Account and to accounts of other clients pro rata
in proportion to the size of the order placed for each client. However, Manager
may increase or decrease the amounts of securities allocated to each client if
necessary to avoid having odd or small numbers of shares held for the account of
any client. Each client that participates in a combined order will receive or
pay the average share price for all transactions executed as part of the
combined order and will pay its pro rata share of the transaction costs.
--- ----
If Client directs Manager to use particular brokers, dealers or banks
to execute transactions for the Account, Manager will do so, but Manager will
not seek better execution services or prices for Client from other brokers,
dealers or banks, and Client may pay higher prices or transaction costs as a
result. Manager also may not be able to seek better execution services for
Client by combining Client's orders with those of other clients.
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Client may direct all transactions for the Account to a particular
broker, dealer or bank, by writing the name and address of that broker, dealer
or bank in the space provided on Schedule A.
Section 4. Transaction Confirmations
-------------------------
Manager will instruct the brokers, dealers or banks who execute
transactions for the Account to send Client all transaction confirmations,
unless Client chooses not to receive confirmations. If Client does not wish to
receive individual confirmations, this box should be checked. [X]
Client may elect to receive individual confirmations at any time by
giving Manager written notice.
Section 5. Custody of Account Assets
-------------------------
The assets in the Account will be held for Client by the custodian
named on Schedule A (the "Custodian"). Manager will not have custody of any
Account assets. Client will pay all fees of the Custodian.
Client will authorize the Custodian to follow Manager's instructions to
make and accept payments for, and to deliver or to receive, securities, cash or
other investments purchased, sold, redeemed, exchanged, pledged or loaned for
the Account. Client also will instruct the Custodian to send Client and Manager
monthly statements showing the assets in and all transactions for the Account
during the month, including any payments of Manager's fees.
Client will provide Manager with a copy of its agreement with the
Custodian, and will give Manager reasonable advance notice of any change of
Custodian.
Section 6. Reports to Client
-----------------
Manager will send Client monthly written reports showing the identity,
cost, and current market value of the assets in the Account and each transaction
made for the Account during the period covered by the report. The Account's
performance will be sent monthly.
Section 7. Account Valuation
-----------------
Manager will value the securities in the Account that are listed and
traded on a national securities exchange or on NASDAQ on the valuation date at
the closing price on the principal market where the securities are traded. Where
the market value of any security is not readily available, Client and the
Manager will each choose one broker-dealer and the market value will be deemed
to be the average of the values determined by the two broker-dealers.
Section 8. Manager's Fees
--------------
For Manager's services, Client will pay a percentage of the value, as
determined under Section 7 of this Agreement, of all assets in the Account
(excluding Unmanaged Assets) as of the last trading day of each calendar month.
The fees are payable at the end of each calendar quarter for services provided
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by Manager during the prior three months. The percentage amount of the fees is
shown on Schedule A. In any partial quarter, the fees will be reduced pro rata
based on the number of days the Account was managed.
Client agrees to pay Manager's fees as follows:
[_] The Custodian will deduct the fees from Client's Account and
pay them to Manager each quarter. Manager will send Client and
the Custodian at the same time a xxxx showing the amount of
Manager's fees, the Account value on which they were based and
how they were calculated. The Custodian will send Client a
monthly statement showing all amounts paid from the Account,
including Managers fees.
[X] Client will be billed directly by Manager and will pay
Manager's fees within 30 days of receiving the xxxx.
If Manager invests in securities issued by money market finds or other
investment companies for the Account, these securities will be included in the
value of the Account when Manager's fees are calculated. These same assets will
be subject to additional investment management and other fees that are paid by
the investment company but ultimately borne by its shareholders. These
additional fees are described in each investment company's prospectus.
Section 9. Proxy Voting
------------
Proxies for securities in the Account should be voted as follows:
[_] Client directs Manager to vote proxies for securities held for
the Account.
[X] Client directs Manager to vote all proxies for securities held
for Client's Account in accordance with --
[X] Manager's own discretion
or
[_] Client's proxy voting guidelines attached as Schedule C.
Client will direct Custodian to send promptly all proxies and related
shareholder communications to Manager and to identify them as relating to
Client's Account. Client understands that Manager will not be able to vote
proxies if they are not received on a timely basis from the Custodian as
properly identified as relating to Client's Account.
These proxy voting instructions may be changed at any time by notifying
Manager in writing.
Section 10. Legal Proceedings
-----------------
Manager will not advise or act for Client in any legal proceedings,
including bankruptcies or class actions, involving securities held in the
Account or issuers of those securities.
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Section 11. Risk
----
Manager 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 Manager will make for Client are subject to various market,
currency, economic, political and business risks, and will not necessarily be
profitable.
Section 12. Standard of Care; Limitation of Liability
-----------------------------------------
Except as may otherwise be provided by law, Manager will not be liable
to Client for any loss (i) that Client may suffer as a result of Manager's good
faith decisions or actions where Manager exercises the degree of care, skill,
prudence and diligence that a prudent person acting in a like fiduciary capacity
would use; (ii) caused by following Client's instructions; or (iii) caused by
the Custodian, any broker, dealer or bank to which Manager directs transactions
for the Account or any other person.
Federal and state securities laws impose liabilities tinder certain
circumstances on persons who act in good faith, and this Agreement does not
waive or limit Client's rights under those laws.
Manager will not be responsible for Client's own compliance with the
insurance investment laws of Client's state of domicile or for Client's
compliance with applicable tax laws.
In managing the Account, Manager will not consider any other
securities, cash, or other investments or assets Client owns for diversification
or other purposes. Manager shall have no responsibility whatsoever for the
management of the Unmanaged Assets or any assets of Client other than the
Account and shall incur no liability for any loss or damage which may result
from the management of such other assets.
Section 13. Client Directions
-----------------
The names and specimen signatures of each individual who is authorized
to give directions to Manager on Client's behalf under this Agreement are set
forth on Schedule D. Directions received by Manager from Client must be signed
by at least one such person. If Manager receives directions from Client which
are not signed by a person that Manager reasonably believes is authorized to do
so, Manager shall not be required to comply with such directions until it
verifies that the directions are properly authorized by Client.
Manager shall be fully protected in relying upon any direction signed
or given by a person that Manager reasonably believes is authorized to give such
directions on Client's behalf. Manager also shall be fully protected when acting
upon an instrument, certificate, or paper that Manager reasonably believes to be
genuine and to be signed or presented by any such person or persons. Manager
shall be under no duty to make any investigation or inquiry as to any statement
contained in any writing and may accept the same as conclusive evidence of truth
and accuracy of statements contained therein.
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Section 14. Confidentiality
---------------
Except as Client and Manager otherwise agree or as may be required by
law, all information concerning the Account and services provided under this
Agreement shall be kept confidential.
Section 15. Non-Exclusive Agreement
-----------------------
Manager provides investment advice to other clients and may give them
advice or take actions for them, for Manager s own accounts or for accounts of
persons related to or employed by Manager, that is different from advice
provided to or actions taken for Client.
Manager is not obligated to buy, sell or recommend for Client's Account
any security or other investment that Manager may buy, sell or recommend for
other clients or for the account of Manager or its related persons or employees.
If Manager obtains material, non-public information about a security or
its issuer that Manager may not lawfully use or disclose, Manager will have no
obligation to disclose the information to Client or to use it for Client's
benefit.
Section 16. Term of Agreement
-----------------
Either Client or Manager may cancel this Agreement at any time upon 30
days written notice. This Agreement will remain in effect until terminated.
Termination of this Agreement will not affect (i) the validity of any action
that Manager or Client has previously taken; (ii) the liabilities or obligations
of Manager or Client for transactions started before termination; or (iii)
Client's obligation to pay Manager's fees through the date of termination. Upon
termination, Manager will have no obligation to recommend or take any action
with regard to the securities, cash or other assets in the Account.
Section 17. Agreement Not Assignable
------------------------
This Agreement may not be assigned within the meaning of the Investment
Advisers Act of 1940 (the "Advisers Act") by Manager without Client's consent.
Section 18. Governing Law
-------------
The internal law of Connecticut will govern this Agreement. However,
nothing in this Agreement will be construed contrary to any provision of the
Advisers Act or the rules thereunder.
Section 19. Miscellaneous
-------------
If any provision of this Agreement is or becomes inconsistent with any
applicable law or rule, the provision will be deemed rescinded or modified to
the extent necessary to comply with such law or rule. In all other respects,
this Agreement will continue in full force and effect. This Agreement contains
the entire understanding between Manager and Client and may not be changed
except in writing signed by both parties. Failure to insist on strict compliance
6
with this Agreement or with any of its terms or any continued conduct will not
be considered a waiver by either party under this Agreement.
Section 20. Notices
-------
All notices and instructions with respect to the Account or other
matters covered by this Agreement may be sent by U.S. mail, overnight courier,
or facsimile transmission (with a hard copy sent by U.S. mail) to Client and to
Manager at the addresses at the end of this agreement or to another address
provided in writing.
Section 21. Representations of Client
-------------------------
Client represents and warrants to Manager that (a) Client is the
beneficial owner of all assets in the Account and that there are no restrictions
on transfer or sale of any of those assets; (b) this Agreement has been duly
authorized, executed, and delivered by Client and is Client's valid and binding
obligation; (c) the names of the individuals who are authorized to act under
this Agreement on behalf of Client have been given to Manager in writing; (d) no
government authorizations, approvals, consents, or filings not already obtained
are required in connection with the execution, delivery, or performance of this
Agreement by Client; and (e) Client certifies that it is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), nor a Person acting on behalf of any such plan.
Client agrees to notify Manager in writing within five (5) days after the
occurrence of an event making the above statement no longer accurate.
Client agrees to indemnify, defend and hold harmless Manager and its
officers, directors, agents, employees, shareholders, legal representatives,
successors and assigns, from and against any and all claims, actions, suits,
damages, costs, liabilities, judgments, losses, charges, costs and expenses,
including attorneys' fees, of Manager arising from any failure by Client to
accurately disclose its status under this Section or by reason of any defect in
Client's authority to appoint Manager under this Agreement.
Section 22. Representations of Manager
--------------------------
Manager represents and warrants that this Agreement has been duly
authorized, executed and delivered by Manager and is its valid and binding
obligation.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Section 23. Form ADV
--------
Client has received and reviewed a copy of Part II of Manager's Form
ADV and a copy of this Agreement.
AGREED TO AND ACCEPTED BY:
GENERAL RE - NEW ENGLAND ASSET MANAGEMENT, INC. MAX RE LTD.
/s/ Xxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
------------------- -------------------
By: Xxxxxx X. Xxxxx By: Xxxxx X. Xxxxx
Its President Its Executive Vice
President & CFO
Pond View Corporate Center Principal Address:
00 Xxxxxxxxx Xxxx Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000 00 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx
Mailing Address:
X.X. Xxx XX0000
Xxxxxxxx, XXXX
Xxxxxxx
X/X
-------------------
(Taxpayer
Identification
Number)
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SCHEDULE A
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I. ACCOUNT ASSETS.
--------------
A. Managed Assets - Client has deposited the following
----------------
securities, cash and other assets with the Custodian identified below to be
managed under this Agreement:
Custodial Accounts: MRLF 0000000
MRLF 0010302
MRLF 0020502
B. Unmanaged Assets - Client also deposited with the Custodian
-----------------
the following assets which are not to be managed under this Agreement:
Custodial Accounts: MRLF 0000000
MRLF 1223002
and any shares of Xxxxx Diversified Strategies, Ltd. held in any custodial
account
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II. CUSTODY OF ACCOUNT ASSETS. The assets to be managed under this
----------------------------
Agreement and any Unmanaged Assets will be held by:
Mellon Trust Custodial Account Number: see above
One Mellon Bank Center
Room 1570 Custodial Contact: Xxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Contact Phone #: (000) 000-0000
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III. FEES. Manager's fees for services provided under this Agreement shall
----
be as follows: Annual fee of .15 of 1% (fifteen hundredths of one percent) on
the first $200 million of the market value of the assets under management; .06
of 1% (six hundredths of one percent) on the market value of the next $200
million; .03 of 1% (three hundredths of one percent) on next $200 million and
negotiable on remaining assets under management. The intent of this fee schedule
it to achieve a fee of .08 of 1% on first $600 million of invested assets.
/s/ Xxxxx X. Xxxxx
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IV. BROKERAGE DIRECTION. Client direct Manager to cause all transactions
--------------------
for the Account to be executed through the following broker, dealer or bank:
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Client has read, understands and accepts the limitation that this direction will
place on Manager's ability to seek best execution for the Account. This
direction may be changed by Client at any time by notifying Manager in writing.
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V. NAME OF CLIENT: MAX RE LTD. VI. DATE:
By: /s/ Xxxxx X. Xxxxx May 1, 2000
--------------------------- ----------------
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SCHEDULE B
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INVESTMENT GUIDELINES: The investment guidelines to be followed by Manager in
---------------------
managing Client's Account are set forth below:
Attached Separately
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NAME OF CLIENT: MAX RE LTD. DATE:
By: /s/ Xxxxx X. Xxxxx May 1, 2000
------------------------------ --------------------
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10
[GENERAL RE NEW ENGLAND ASSET MANAGEMENT, INC. LETTERHEAD]
Exhibit A
General Re-New England Asset Management, Inc.
Authorized Persons
Effective immediately, the following General Re-New England Asset Management,
Inc. ("GR-NEAM") representatives are authorized to direct the substitution of
assets in the Account established for the Reinsurance Trust Agreement Standard
Life Insurance Company, Max Re, Ltd. and Mellon Bank, as trustee.
Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxx Xxxxxxxxxxx /s/ Xxxxx Xxxxxxxxxxx
-----------------------------
Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
-----------------------------
Xxxxx Xxxxxx /s/ Xxxxx Xxxxxx
-----------------------------
Xxxxxxxxx Xxxxxx /s/ Xxxxxxxxx Xxxxxx
-----------------------------
Xxxxxxx Xxxxx /s/ Xxxxxxx Xxxxx
-----------------------------
Xxxxx Xxxxx /s/ Xxxxx Xxxxx
-----------------------------
D. Xxxxxxxxxxx Xxxxx /s/ D. Xxxxxxxxxxx Xxxxx
-----------------------------
Xxxxxx XxXxxxx /s/ Xxxxxx XxXxxxx
-----------------------------
This authorization will remain in effect unless written notice is provided that
an individual's authority to act on behalf of GR-NEAM has been revoked.
Sincerely,
General Re-New England Asset Management, Inc.
Pond View Corporate Center
00 Xxxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
By: /s/ Xxxxxx X. Xxxxx
------------------------
Xxxxxx X. Xxxxx
President
MAX RE LTD.
Xxxx Xxxxxx Xxx XX 0000
Xxxxxxxx XX Xxxxxxx
---------------------------
I, Xxxxx X. Xxxxxxxx, Assistant Secretary of Max Re Ltd., DO HEREBY CERTIFY that
the following is a true copy of Resolutions adopted by the Board of Directors of
the Company at a Meeting thereof duly convened and held the 2nd and 3rd of
March, 2000, at which meeting a quorum was present and voting throughout and
that such Resolutions are still in full force and effect as at the date hereof:
"FINANCE AND INVESTMENT COMMITTEE"
--------------------------------
RESOLVED, that the recommendation of the Finance and Investment
Committee to approve the investment policy of Max Re Ltd., with two
revisions, be and hereby are approved; and be it further
RESOLVED, that management be and hereby are authorized to engage one or
more managers for its Traditional Investment Portfolio."
Dated: This 27th day of April, 2000
/s/ Xxxxx X. Xxxxxxxx
---------------------
Xxxxx X. Xxxxxxxx
Assistant Secretary
[MAX RE LETTERHEAD]
September 27, 2000
Xx. Xxx Xxxxxxx
Client Service Officer
Mellon Trust
One Mellon Bank Center
Room 1570
Xxxxxxxxxx, XX 00000
Dear Xx. Xxxxxxx:
RE: Max Re Ltd. RSL Trust Account and Gen-Re Neam Account
Until further notice, we authorize General Re - New England Asset Management,
Inc., to transfer any property (cash and/or securities) from the following
account:
Custody Account MRLF0020502 to the RSL Trust Account MRLF1010302.
We also authorize NEAM to transfer any property (cash and/or securities) from
Custody Account MRLF0020502 to any future Trust Accounts established by Max Re
as Grantor, as long as NEAM has been given proper authority for substitution of
assets within said Trust.
Sincerely,
/s/ Lionel (Xxx) Xxxxxxx /s/ X. Xxxxx Tees
Lionel (Xxx) Xxxxxxx X. Xxxxx Tees
Senior Vice President SVP & Controller
cc: Xxxxxx XxXxxxx, General Re NEAM
[GENERAL RE NEW ENGLAND ASSET MANAGEMENT, INC. LETTERHEAD]
July 12, 2000
VIA FEDERAL EXPRESS
Max Re Ltd.
Xxxxx Xxxxx
000 Xxxxx Xxxxxx
Xxxxxxxx XX XX Xxxxxxx
Attn: Xxxxx Xxxxxx
Re: Amendment to Investment Management Agreement
Dear Xxxxx:
Enclosed please find duplicate copies of the amendment to the
Investment Management Agreement between Max Re Ltd. and General Re-New England
Asset Management, Inc. ("GR-NEAM"), dated as of May 1, 2000, (the `Agreement').
This amendment incorporates into the Agreement the language regarding the Trust
Agreement(s), which we discussed during your visit to our offices.
Please arrange for the execution of the Amendments and return both to
my attention. I will return to you one originally executed Amendment for your
files.
Thank you for your assistance. If you have any questions, please do not
hesitate to contact us.
Sincerely,
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Encl.
cc: Xxxxxx XxXxxxx
[GENERAL RE NEW ENGLAND ASSET MANAGEMENT, INC. LETTERHEAD]
Amendment to Investment Management Agreement
THIS AGREEMENT OF AMENDMENT, dated this 19th day of July, 2000, is entered into
by and between Max Re Ltd. (the "Client") and General Re-New England Asset
Management, Inc. (the "Manager").
PREAMBLE:
--------
WHEREAS, Client and Manager entered into a certain agreement entitled
"Investment Management Agreement," effective as of May 1, 2000 (the
"Agreement"); and
WHEREAS, Client has authorized Manager to manage the assets held in Client's
trust account, created pursuant to a Reinsurance Trust Agreement dated as of
June 27, 2000, among Client, Reliance Standard Life Insurance Company and Mellon
Bank, N.A. as Trustee, wherein RSL has the right to withdraw assets from said
trust account at any time, without notice to Manager or Client; and
WHEREAS, Client plans to enter into additional Trust Agreements in the future,
which may contain similar provisions and which Client may request Manager to
manage; and
WHEREAS, Client and Manager wish to amend the Agreement, as described below, in
accordance with the terms and conditions of this Agreement.
WITNESSETH:
----------
NOW, THEREFORE Client and Manager hereby agree as follows:
1. The Agreement is amended by the addition of the following section after
the first paragraph in Section 21., Representations of Client:
"Client may enter into Trust Agreements from time to time wherein which
the Parties thereto have the right to withdraw assets from the Account
at any time. Client further represents and warrants to Manager that (i)
it will promptly notify Manager if it enters into any such Trust
Agreements; (ii) that it will immediately notify Manager regarding any
such withdrawals of any Assets; and (iii) that it shall indemnify and
hold harmless the Manager from all claims, liabilities, losses, damages
and expenses, including reasonable attorneys' fees and expenses
incurred by the Manager if any unsettled trades in the Account are
affected by such a withdrawal."
In all other respects, the Agreement is hereby ratified and confirmed.
Kindly indicate Max Re Ltd.'s consent to the foregoing by signing in the space
indicated below.
Very truly yours
Accepted and Agreed:
GENERAL RE - NEW ENGLAND ASSET MAX RE LTD.
MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------- ------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
------------------------- -----------------------------
Title: President Title: EVP & CFO
----------------------- ----------------------------
SCHEDULE D
OFFICER'S CERTIFICATE
---------------------
I, Xxxxx X. Xxxxx, EVP & CFO of MAX RE LTD. (the
--------------------------------
"Corporation"), a Corporation organized and existing under the laws of Bermuda,
hereby certify that each of the following officers of the Corporation, acting
singly, is authorized in the name and on behalf of the Corporation, to give
instructions to General Re-New England Asset Management, Inc. ("Manager") with
respect to any and all matters, including investment and reinvestment of
securities, pertaining to the Investment Management Agreement between the
Corporation and Manager, and to execute and deliver any and all documents and to
take any and all other action to carry out the purposes of said Investment
Management Agreement. I further certify that the specimen signature set forth
next to the names of such officers, is the true and genuine signature of such
persons.
Name of Officer Title Signature
Xxxxxx X. Xxxxxx Chairman, President & CEO /s/ Xxxxxx X. Xxxxxx
---------------- ------------------------- --------------------
Xxxxx X. Xxxxx SVP & Chief Risk Officer /s/ Xxxxx X. Xxxxx
-------------- ------------------------ --------------------
Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
--------------- -------------------
Lionel (Xxx) Xxxxxxx SVP - Operations /s/ Lionel (Xxx) Xxxxxxx
-------------------- ---------------- ------------------------
This Certificate shall be in effect from the date hereof until
written notice is given on behalf of the Corporation to terminate to revise it.
IN WITNESS WHEREOF, I set my hand.
/s/ Xxxxx X. Xxxxx April 27, 2000
------------------------- -------------------
EVP & CFO Date
