Exhibit 10.32


 


DATED                                                               ,
2004


 


 


 


INVESTMENT
MANAGEMENT AGREEMENT


 


 


Between


 


[SUBSIDIARY]


 


 


-and-


 


GE ASSET MANAGEMENT
LIMITED


 


 


 


CONFIDENTIAL TREATMENT REQUESTED


 


CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL
TREATEMENT HAS BEEN REQUESTED IS OMITTEED AND IS NOTED WITH “**”.


AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED


SEPARATELY WITH THE SECURITIES AND


EXCHANGE COMMISSION.


 

















 


This INVESTMENT
MANAGEMENT AGREEMENT (this “Agreement”), made the     day  of             2004.


 


BETWEEN:


 


(1)                                  [Subsidiary] 
(Registered Number [     ]) whose
registered office is at [      ] (the
“Customer”); and


 


(2)                                  GE ASSET MANAGEMENT LIMITED (Registered Number
3084561) whose registered office is at 6 Agar Street, London, WC2N 4HR (the
“Investment Manager”).


 


WHEREAS:


 


(A)                              The Customer wishes the Investment Manager to provide it with investment
management services and the Investment Manager has agreed to do so on the terms
and subject to the conditions contained in this Agreement.


 


(B)                                The Investment Manager is authorised and regulated by the FSA (as
defined below) and has the appropriate Part IV permission under the FSMA (as
defined below) to provide the Services (as defined below) and nothing in this
Agreement shall exclude any liability of the Investment Manager to the Customer
arising under the FSMA or the FSA Rules (as defined below) as modified or
re-enacted or both from time to time.


 


(C)                                The Investment Manager is registered as an investment adviser under the
Investment Advisers Act (as defined below).


 


(D)                               The Investment Manager is treating the Customer as a Market Counterparty
as defined in the FSA Rules.


 


IT IS AGREED:


 


ARTICLE I


DEFINITIONS AND USAGE


 


1.                                      Interpretation.


 


1.1                                 In this Agreement the following expressions shall have the following
meanings:


 


“Account”
shall have the meaning ascribed to it in clause 2.1.


 


“Account
Assets” means the assets and any unrealized income, profit or gain
(or loss) from those assets in the Account from time to time.  Unless specifically described otherwise,
Account Assets shall be valued at market.


 


“Actual Costs”
shall have the meaning ascribed to it in clause 4(b).


 


“Applicable
Requirements” means all applicable laws and regulations (including
with respect to the Customer, the FSMA to the extent applicable to an insurance
company and, with respect to the Investment Manager, the Investment Advisers
Act and the FSMA to the extent applicable to an investment manager) and, if
applicable, the prevailing rules, regulations, requirements, determinations,
practice and guidelines of the Board of Inland Revenue of the United Kingdom,
or any other governmental, market or regulatory authority (including with
respect to the Customer,


 


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the FSA and with respect to the Investment
Manager, the SEC (as long as the Investment Manager is registered as an
investment adviser with the SEC) and the FSA), in each case for the time being
in force.


 


“Associate”
in this Agreement has the meaning ascribed to it in the FSA Rules.


 


“Board”
means the board of directors from time to time of the Customer.


 


“Brokers”
means dealers, brokers, agents or other similar persons selected by the
Investment Manager in its discretion through whom dealings for the Account
shall be effected.


 


“Budgeted
Costs” shall have the meaning ascribed to it in clause 4(a).


 


“Control”
means, as to any Person, the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise. 
The terms “Controlled”, “under common Control with” and “Controlling”
shall have correlative meanings.


 


“Control Event”
means, with respect to either party, the occurrence of: (a) any event which
results in the Control of the party transferring from a Person that was an
Associate immediately prior to the occurrence of such event to a Person that is
not an Associate; (b) the sale or transfer of substantially all of a party’s
assets to a Person that is not an Associate; or (c) the merger or consolidation
of a party with or into another Person and the surviving Person is not an
Associate.


 


“CPR”
shall have the meaning set forth in Section 9.3.


 


“CPR
Arbitration Rules” shall have the meaning set forth in Section 9.4.


 


“Custodian”
shall have the meaning ascribed to it in clause 2.5.


 


“Custody
Agreement” shall have the meaning ascribed to it in clause 2.5.


 


“Directed
Brokers” shall have the meaning ascribed to it in clause 2.4(c).


 


“Directed Trades”
shall have the meaning ascribed to it in clause 2.4(c).


 


“Dispute”
shall have the meaning set forth in Section 9.1(a).


 


“Effective
Date” means the date of this Agreement.


 


“First
Extension” shall have the meaning ascribed to it in clause 3(a).


 


“FSA”
means the Financial Services Authority.


 


“FSA Rules”
means the designated rules made, from time to time, by the FSA under and in
accordance with the FSMA, including under the FSA Handbook of Rules and
Guidance.


 


“FSA
Termination” shall have the meaning ascribed to it in clause
3(e)(i).


 


“FSMA”
means the Financial Services and Markets Act 2000, as amended.


 


“GAAP”
means generally accepted accounting principles in effect, from time to time, in
the United States and/or in the United Kingdom as applicable, including all
applicable SEC requirements.


 


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“GE”
means General Electric Company, a New York corporation.


 


“GE Change”
shall have the meaning ascribed to it in clause 3(e)(iii).


 


“Initial
Notice” shall have the meaning set forth in Section 9.2.


 


“Initial
Termination Date” shall have the meaning ascribed to it in clause
3(a).


 


“Investment
Advisers Act” means the United States Investment Advisers Act of
1940, as amended.


 


“Investment
Committee” means a committee appointed by the Board to oversee the
Customer’s investment activities.


 


“Investment
Guidelines” shall mean certain guidelines and procedures concerning
the investment and management of the Account Assets (and which may be specific
as to any particular Account) as may be adopted from time to time by the Board
or the Investment Committee and which shall in all respects and at all times be
compliant with all Applicable Requirements, a copy of which will be delivered
to Investment Manager upon execution of this Agreement and from time to time
thereafter as the same may be modified or amended by the Board or the
Investment Committee; provided that any such modification shall be provided by
the Customer to the Investment Manager in writing in advance.


 


“Investment
Objectives” shall mean any investment objectives set forth in the
Investment Guidelines or otherwise communicated in writing from time to time by
the Customer to the Investment Manager.


 


“Investment
Reports” means statements, reports, analyses, data, summaries,
calculations, formulas and the like concerning Account Assets, investment
strategy, security selection and performance results, whether in written, oral
or electronic form.


 


“Losses”
shall have the meaning ascribed to it in clause 8.2(c).


 


“Management
Percentage” shall have the meaning ascribed to it in clause 4(a).


 


“Person”
means an individual, corporation, partnership, limited liability company,
association, trust or any other entity or organization, including governmental
or political subdivision or an agency or instrumentality thereof


 


“Proposal”
shall have the meaning ascribed to it in clause 4(c).


 


“Records”
shall have the meaning ascribed to it in clause 2.7(a).


 


“Regulatory
Change” shall have the meaning ascribed to it in clause 3(e)(ii).


 


“Remaining
Term” shall have the meaning ascribed to in clause 3(d).


 


“Representatives”
means, as applicable, the Customer’s or the Investment Manager’s directors,
officers, employees, agents, auditors, delegates, sub-contractors and legal and
financial advisors.


 


“Response”
shall have the meaning set forth in Section 9.2.


 


“SAP”
means statutory accounting procedures and principles prescribed or permitted by
Applicable Requirements.


 


“SEC”  means the United States Securities and
Exchange Commission.


 


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“Second
Extension” shall have the meaning ascribed to it in clause 3(b).


 


“Securities
Valuation Date”  shall
have the meaning ascribed to it in clause 2.9(b).


 


“Services”  shall have the meaning as described in
clause 2.1.


 


“True-up”
shall have the meaning ascribed to it in clause 4(b).


 


1.2                                 Headings.  The headings
contained in this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.


 


1.3                                 Exhibits.  The Exhibits
to this Agreement shall be regarded as incorporated into, and forming part of,
this Agreement.


 


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ARTICLE II


SERVICES


 


2.1                                 Appointment as Investment Manager.


 


The Customer appoints the Investment Manager and
the Investment Manager accepts appointment by the Customer as investment
adviser for the Account with full discretion subject to the terms of this
Agreement; provided that, and without limitation to any right or remedy of the
Customer under this Agreement, the ultimate control of the Customer’s accounts
shall remain with the Board, and nothing contained in this Agreement shall be
deemed to transfer or delegate such control to the Investment Manager.  The Investment Manager, acting in good faith
and with due diligence will provide continuous discretionary investment
management services (“Services”) to the Customer, which services may include
(but not limited to) the following:


 


(a)                                  Research and identify investment opportunities;


 


(b)                                 Open (or direct the Custodian to open) and maintain brokerage accounts
for securities and other property for and in the name of the Customer and
execute for the Customer, as its agent and attorney-in-fact, standard customer
agreements;


 


(c)                                  Invest Account Assets in income earning investments, such as bonds and
cash equivalents, and such other investments as are permitted by Applicable
Requirements, subject to any restrictions or limitations imposed by the
Investment Guidelines, the Board or the Investment Committee, in each case, as
communicated to the Investment Manager in writing;


 


(d)                                 Exercise, on behalf of the Customer or direct the exercise by the
Custodian where appropriate, all rights and remedies conferred by any
investment including, without limitation, voting rights (as set out in clause
2.6 below) with respect to the Account Assets;


 


(e)                                  Sell or dispose of investments as appropriate, subject to any
restrictions or limitations imposed by the Investment Guidelines, the Board or
the Investment Committee; provided, however, that the proceeds from any such
sales will be deposited in the relevant Account on the date of receipt;


 


(f)                                    Assist in developing an overall investment strategy for the Account
Assets; provided that in all cases the Customer shall have sole responsibility
for approving and adopting any such strategy;


 


(g)                                 As requested by the Customer, conduct inspections, valuations,
projections or other due diligence activities with respect to investments;


 


(h)                                 Negotiate the terms and conditions of investments and review and
participate in the preparation of any documentation relating to such
investments and execute for the Customer, as its agent and attorney-in-fact,
such documentation;


 


(i)                                     Keep the Account under review and confer at regular intervals with the
Customer regarding the investment and management of the Account;


 


(j)                                     Prepare a summary of all purchases and sales of investments with respect
to the Account for approval and ratification by the Board or the Investment
Committee not less than quarterly and more frequently if the Board or the
Investment Committee so requests;


 


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(k)                                  Assist with cash management and cash flow forecasting;


 


(l)                                     Participate in meetings of the Board, the Investment Committee and such
other meetings with Customer Representatives as the Customer may request from
time to time;


 


(m)                               Provide the Customer, in a timely manner, with such reports,
documentation and information as the Customer may reasonably request in
connection with monthly, quarterly and annual closing activities;


 


(n)                                 Provide the Customer with such additional investment management services
relating to the Account as the Customer may reasonably request from time to
time; and


 


(o)                                 Provide other support and analysis concerning investments, which, by way
of example, may include due diligence in connection with potential business
acquisitions or dispositions by the Customer and its Associates, reinsurance
transactions and capital markets structures; provided, however, such support and
analysis shall be similar in scope to that which Financial Insurance Group
Services Limited had previously provided to the Customer and shall be
consistent with the range of Services provided in the normal course by the
Investment Manager under this Agreement.


 


2.2                                 Non-Exclusivity. The Investment Manager shall perform the Services on a nonexclusive
basis. The Customer shall be free to retain at any time one or more additional
investment advisers to perform similar services in connection with any of its
assets. The Investment Manager may give advice and take action with respect to
other customers that differs from advice given or action taken with respect to
the Account, so long as the Investment Manager attempts in good faith to
allocate investment opportunities to the Customer and the Account over a period
of time on a fair and equitable basis compared to investment opportunities
extended to other customers.  The
Investment Manager is not obligated to initiate the purchase or sale of any
security for the Customer or the Account that the Investment Manager, its
Associates or the respective Representatives of either of them may purchase or
sell for its or their own accounts or for the account of any other the customer
if, in the reasonable opinion of the Investment Manager, such transaction or
investment appears unsuitable or undesirable for the Customer or the Account.


 


2.3                                 Covenants of the Investment Manager.


 


During the term of this Agreement:


 


(a)                                  The Investment Manager shall discharge its duties with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
person, acting in a like capacity and familiar with such matters should use in
the conduct of an enterprise of a like character and with like aims.   Further, the Investment Manager shall use
the same skill and care in the management of the Account and other duties
hereunder as it uses in the administration of other similar accounts for which
it has investment responsibility. The Investment Manager shall at all times comply
with its applicable duties under the FSA Rules.


 


(b)                                 The Investment Manager shall use its commercially reasonable efforts to
achieve the Investment Objectives. 
Notwithstanding the foregoing the, Customer understands that the
Investment Manager makes no representation regarding its ability to achieve any
Investment Objective and the Investment Manager shall have no liability
hereunder for such failure provided it has otherwise complied with the terms of
this Agreement.


 


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(c)                                  The Investment Manager shall notify the Customer in writing within seven
(7) business days of the Investment Manager becoming aware of:  (i) the Investment Manager’s failure or
inability to comply with any material term or provision of this Agreement; (ii)
any change in the Investment Manager’s senior officers who exercise investment
discretion in respect of the Account; (iii) any change in the Investment
Manager’s condition, financial or otherwise or in its business or any other change
which is reasonably likely to be materially adverse to the Investment Manager,
the Account or the Account Assets; (iv) the occurrence of any happening or
event which is reasonably likely to cause or has caused any breach of any
representation or warranty made by the Investment Manager in Article VI and the
nature and scope of the breach; (v) any threatened or actual material adverse
change in the Account or nature of the Account Assets of which it is aware;
(vi)  its  inability to comply with any part of the Investment Guidelines
including any change resulting from an amendment to such Investment Guidelines
or any instruction or direction given by the Customer pursuant to this
Agreement; (vii) an instruction, direction or guideline given by the Customer
that is:  (A) in the Investment
Manager’s opinion, inconsistent with the Investment Guidelines; or (B) in the
Investment Manager’s opinion, ambiguous or unclear in any respect, and the
instruction, direction or guideline must be clarified by the Customer; (viii) a
breach of any FSA Rule, which breach will or is expected to have a material
adverse effect on the Investment Manager’s ability to provide the Services; or
(ix) actual or potential non-routine investigation by the FSA or any other
regulator into the Investment Manager’s condition, financial or otherwise or in
its business or any actual or threatened withdrawal or suspension of any of the
Investment Manager’s authorisations, permission or licences necessary to
provide the Services.


 


(d)                                 In the performance of its duties and obligations under this Agreement,
the Investment Manager shall act in conformity with the Investment Guidelines
or other written instructions of the Board, the Investment Committee or
Representatives of the Customer, in each case as supplied to the Investment
Manager by the Customer, and all Applicable Requirements.  At the Customer’s request, the Investment
Manager shall provide to the Customer certificates or other evidence of
compliance relating to any Applicable Requirements or other legal requirements,
in each case in form and substance satisfactory to the Customer.


 


(e)                                  The Investment Manager shall at all times maintain sufficient and
knowledgeable personnel to perform the Services.


 


(f)                                    The Investment Manager shall inform the Customer of, and comply with,
the Investment Manager’s policy regarding the receipt by the Investment Manager
of all services received in connection with soft dollar commissions in relation
to the investment or management of the Account.


 


(g)                                 The Investment Manager shall account to the Customer for any monetary
benefits, fees or commissions received by the Investment Manager or any
Associate of the Investment Manager in relation to the investment of the
Account other than such monetary benefits or amounts permitted to be received
in accordance with Article IV.


 


(h)                                 The Investment Manager shall exercise due diligence in selecting,
appointing and reviewing the performance of any agent of the Investment Manager
in connection with the Account or any Brokers engaged by the Investment
Manager.


 


(i)                                     Except as otherwise disclosed in this Agreement, the Investment Manager
does not have and will not have any interest, direct or indirect, which would
conflict in any manner with its obligations under this Agreement.


 


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2.4                                 Transactions Involving Brokers.


 


(a)                                  In performing the
Services, the Investment Manager shall have full power, right, and authority to
issue orders for the purchase or sale of securities for the Account, directly
to Brokers, as well as to exercise or abstain from exercising any option,
privilege or right held in the Account. 
In selecting a Broker with respect to effecting any securities
transaction on behalf of the Customer, the Investment Manager may take into
account such relevant factors as (i) total transaction price (including
commissions, as a component of price), (ii) the Broker’s facilities,
reliability and financial responsibility, (iii) the ability of the Broker to
effect securities transactions, particularly with regard to such aspects as
timing, size and execution of orders, and (iv) the research services provided
by such Broker to the Investment Manager (either directly or by arrangement
with third parties) which may enhance the Investment Manager’s general
investment decision-making process, notwithstanding that the Customer may not
be the direct or exclusive beneficiary of such services.  Specifically, the Investment Manager may pay
a Broker a commission in excess of the amount another broker would have charged
for effecting such transaction, so long as, subject to the overriding
principles of suitability and in the good faith judgment of the Investment
Manager, the amount of the commission is reasonable in relation to the value of
the brokerage and research services provided by such Broker, viewed in terms of
that particular transaction or the Investment Manager’s overall investment
management business.  The Investment
Manager will make periodic disclosure to the Customer regarding transactions
subject to soft dollar arrangements as required.


 


(b)                                 Subject to FSA Rules, the Investment Manager may enter into arrangements
with Brokers to open “average price” accounts wherein orders during a trading
day are placed on behalf of the Customer and other customers of the Investment
Manager and its Associates and of its employees without prior reference to the
Customer and will allocate such transactions (along with an equivalent portion
of the expense related thereto) on a fair and reasonable basis using an average
price.


 


(c)                                  The Customer may direct the Investment Manager to effect securities
transactions for the Account (“Directed Trades”) through broker-dealer(s)
identified by the Customer in writing (“Directed Brokers”) in a separate
agreement acceptable to the Investment Manager.  The Customer acknowledges that: (i) Directed Trades may not
enable the Customer to obtain the cost and execution benefits, if any, of
participating in aggregated trades with other customers; and (ii) Directed
Trades may be executed before or after the Investment Manager effects the
execution of transactions for other accounts with the result that the Customer
may pay or receive, as the case may be, a different price for securities which
were also the subject of trades by the Investment Manager for its other
customers.  The Customer represents that
Directed Trades are not prohibited by Applicable Requirements or the Customer’s
governing documents.


 


(d)                                 The Investment Manager may provide typical investment representations
and warranties on behalf of the Customer, including but not limited to those
representations and warranties contained in clause 6.2 hereof, in connection
with the purchase or sale of securities by the Customer.


 


2.5                                 Custody Arrangements. 
The Customer has established an agreement with JPMorgan Chase Bank
(the “Custodian” and such agreement, the
“Custody Agreement”).  The Custodian
shall be responsible for arranging custody and safekeeping of the Account
Assets, the collection of income and other entitlements,


 


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the carrying out of any foreign exchange
transaction and all other administrative functions in relation to such Account
Assets.  All Account Assets will be held
by the Custodian in accordance with the provisions of the Custody
Agreement.  The Customer, during the
term of this Agreement, shall promptly provide to the Investment Manager copies
of any amendments to the Custody Agreement that may affect the Investment Manager
in providing the Service and shall give to the Investment Manager notice of any
termination of the Custody Agreement. 
The Customer shall be responsible for the payment of all custodial fees
to the Custodian.  The Investment
Manager shall have no responsibility including supervisory responsibility or
liability with respect to the acts, omissions or other conduct of the
Custodian.


 


2.6                                 Exercise of Rights. 
Subject to the Investment Guidelines and any
other written instructions of the Board, the Investment Committee or
Representatives of the Customer provided to the Investment Manager, the
Investment Manager shall use its best judgment to exercise or instruct the
Custodian to exercise, in a manner that the Investment Manager deems to be in
the best interests of the Customer, all voting rights, consent rights,
subscription rights, conversion rights or any other rights arising in
connection with any investment in the Account. 
The Investment Manager shall determine whether to consent to
modifications of any documents governing securities held in the Account.  Unless provided herein or requested in
writing by the Customer, the Investment Manager need not forward any proxy
material, consent solicitations or similar material to the Customer.


 


2.7                                 Record Keeping and Inspection.


 


(a)                                  The Investment Manager shall maintain all books, accounts, vouchers,
records, memoranda, instructions or authorizations (collectively, “Records”)
relating to the acquisition or disposition of securities or other investments
in the Account in accordance with FSA Rules. 
Such Records will at all times be the property of the Customer.  On a timely basis, the Investment Manager
shall make available to the Customer, at its administrative offices or such
other location as may be designated by the Customer, copies or originals of such
Records upon reasonable request.


 


(b)                                 All Records, both internal and external with third parties, to the
extent within the control of the Investment Manager, will clearly specify the
ownership interest of the Customer in the Account Assets.


 


(c)                                  Records relating solely to the Account and/or the Account Assets that
are not maintained physically on the Customer’s premises or in the Customer’s
care, custody and control shall be subject to review and audit at any time by
the Customer, its Representatives, the FSA and any other governmental or
regulatory authority, or any other entity designated by the Customer, and the
Investment Manager shall cooperate with and provide reasonable assistance to
any such Person, including any Representative appointed by the Customer to
conduct an audit of the Account.  The
Investment Manager shall notify the Customer prior to destruction of such
Records (in order that the Customer may request transfer of such Records to the
Customer as an alternative to destruction).


 


(d)                                 The Investment Manager shall provide to the Customer such other
documents and information pertaining to this Agreement, the Account and/or
Account Assets at such times as the Customer may reasonably request including,
but not limited to, information required to prepare reports to the FSA or any
other entity designated by the Customer or as may be required in order for the
Customer to comply with GAAP, SAP or Applicable Requirements.


 


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(e)                                  The Investment Manager will cooperate fully with the Customer with
respect to unsettled or unreconciled transactions and daily transmission of
trading activity.


 


(f)                                    The Investment Manager shall permit representatives of the FSA to have
access, with or without notice, during reasonable business hours to:


 


(i)                                     any of the Investment Manager’s business premises;


(ii)                                  any records, files, tapes, computer systems, computer data or other
material within the Investment Manager’s possession or control related to the
provision of the Services; and


(iii)                               any facilities which the FSA representatives may reasonably request, and
at the Investment Manager’s reasonable expense to make and remove copies of any
such Records are referred to in (ii) above.


 


(g)                                 The Investment Manager shall make itself readily available for meetings
with FSA representatives as reasonably requested and shall answer truthfully,
fully and promptly all questions that are reasonably put to them by FSA
representatives.


 


(h)                                  The Investment Manager shall give the Customer’s duly appointed auditors
entitlement to such information and explanations from its officers as they
reasonably consider necessary for the performance of their duties.


 


2.8                                 Information Furnished to the
Investment Manager.


 


(a)                                  The Customer shall furnish to the Investment Manager in a timely manner
any information that the Investment Manager may reasonably request with respect
to the Services.  In determining the
requirements of Applicable Requirements, the Investment Manager may rely on an
interpretation of law by legal counsel to the Customer.


 


(b)                                 The Customer shall furnish to the Investment Manager in a timely manner
details of inflows of cash to the Account in the first instance by e-mail
followed by post in accordance with clause 8.3.


 


(c)                                  The Investment Guidelines
may be modified or amended by the Board or the Investment Committee from time
to time, provided that any such modification or amendment shall be provided by
the Customer to the Investment Manager in writing in advance. The Investment
Manager shall have a reasonable amount of time to bring the Account into
compliance with any modification and amendment.


 


2.9                                 Reporting and valuation 


 


(a)                                  The Investment
Manager shall meet the Customer at such frequency as the Customer may
reasonably require to review the performance of the Account and to discuss the
Investment Guidelines.  The Investment
Manager shall (provided it receives no less than two weeks’ notice of the
meeting) provide the Customer not less than one week before each such meeting a
written submission reviewing developments since the last meeting and outlining
the major topics on which it proposes to comment at the forthcoming meeting.


 


(b)                                 The Investment
Manager shall promptly deliver to the Chief Financial Officer of the Customer
monthly statements showing all investments in each Account as of the close of
business on the last business day of each month (the “Securities Valuation
Date”).  Said statements shall be sent
to the Customer promptly following the end of each month and shall include:


 


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(i)                                     a statement summarizing the transactions subsequent to the immediately
prior Securities Valuation Date; and


 


(ii)                                  a report, if any, assessing the negative performance of the Custodian
with respect to the custody of the Account Assets, to the extent known by the
Investment Manager.


 


(c)                                  The Investment Manager shall agree with the Customer on any other
statements to be provided and in the absence of such agreement, shall have no
obligation to provide any statements other than as expressly provided herein.


 


(d)                                 For the purposes of these statements and any other statements or reports
requested by the Customer, unless otherwise agreed upon in writing by the
Customer and the Investment Manager, the basis for valuing Account Assets shall
be determined in good faith by the Investment Manager.


 


(e)                                  The Customer shall
provide the Investment Manager with a certificate (substantially in the form
set out in Exhibit A) setting forth the names and specimen signatures of the
individuals who are authorized to act on behalf of the Customer.  The Customer may from time to time amend or
vary such certificate by written notice to the Investment Manager.


 


ARTICLE III


TERM AND
TERMINATION


 


3.                                      Term
and Termination.


 


(a)                                  This Agreement shall continue in effect for a term beginning on the
Effective Date and ending on the third anniversary of the Effective Date (the
“Initial Termination Date”).  Not less
than one (1) year prior to the Initial Termination Date, the Customer shall notify
the Investment Manager in writing of its intent to terminate this Agreement on
the Initial Termination Date or to extend this Agreement for an additional one
(1) year term (the “First Extension”).


 


(b)                                 If the Customer exercises the First Extension, the Customer shall, no
later than the Initial Termination Date, notify the Investment Manager in
writing of its intent to terminate this Agreement at the end of the First
Extension or to further extend this Agreement for an additional one (1) year
term (the “Second Extension”).


 


(c)                                  This Agreement may only be terminated by the Customer:


 


(i)                                     for any reason (including, without any limitation, if the GE Life Group
decides to engage other investment managers to provide substantially all
advisory services to its fixed income assets) with six (6) months prior notice
(which notice shall specify the effective date of termination) to the
Investment Manager, provided, that the Customer may provide less than six (6)
months notice subject to clause 3(d) below; or


 


(ii)                                  immediately (A) for cause 
(“cause” being understood as any fraud or wilful misconduct by the
Investment Manager in managing the Account, the Investment Manager’s material
breach of this Agreement, materially deficient investment performance with
respect to the Account or the Investment Manager’s material or repeated
non-compliance in managing the Account in accordance with the


 


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Investment
Guidelines or Investment Objectives; provided that, except with respect to
Manager’s fraud or wilful misconduct, the Investment Manager shall have thirty
(30) days from notice of such non-compliance or material breach to cure such
non-compliance or material breach to the reasonable satisfaction of the
Customer in which case cause shall not be deemed to have arisen); (B) upon a
Control Event with respect to the Customer or the Investment Manager; or (C)
following the occurrence of a FSA Termination or Regulatory Change (each as
defined in clause 3(e) below) or the occurrence of an event described in clause
3(e)(iii)(A) below.


 


(d)                                 If the Customer terminates this Agreement with less than six (6) months
prior notice and if such termination is not due to the occurrence of any event
set forth in clause 3(c)(ii) above, the Customer will pay to the Investment
Manager, in addition to all fees applicable for the period from notice to
termination, the lesser of (1) the unpaid balance of the Budgeted Costs that
have been applicable for providing the Services during the period from the termination
date through the date that is six (6) months from the date that notice was
received (the “Remaining Term”) or
(2) the Actual Costs incurred by the Investment Manager for providing the
Services for the Remaining Term (in each case as adjusted to reflect the
pro-rata portion of the True-up for the following year, or portion thereof, if
applicable).  The Investment Manager
shall use reasonable efforts to mitigate the incurrence of such costs and
expenses.


 


(e)                                  This Agreement may be terminated by the Investment Manager:


 


(i)                                     if the FSA suspends or withdraws the Investment Manager’s investment
adviser registration or permission to carry on investment management
activities  (“FSA Termination”);


(ii)                                  if a change in Applicable Requirements occurs that would materially and
adversely affect the Investment Manager’s ability to provide the Services  (“Regulatory Change”); or


(iii)                               if (A) GE or an Associate thereof, as the case may be, decides to
dissolve the Investment Manager and commences dissolution or other winding up
proceedings; (B) a Control Event with respect to the Investment Manager occurs;
or (C) the GE Life Group decides to engage other investment managers to provide
substantially all advisory services to its fixed income assets (each such event
in (A), (B) or (C), a “GE Change”); provided that the Investment Manager shall
give prompt written notice of a GE Change to the Customer and the date of
termination shall occur on the later of the Initial Termination Date or six (6)
months from the giving of notice of the GE Change to the Customer.


 


(f)                                    The Investment Manager shall provide prompt written notice of a FSA
Termination or Regulatory Change to the Customer and the Investment Manager
shall use best efforts to extend the termination date of this Agreement to the
maximum date consistent with the requirements of the FSA or the date of
implementation of the Regulatory Change, as applicable, and in a manner
consistent with regard to clause 3(k).


 


(g)                                 This Agreement also shall automatically terminate in the event of its
unauthorized assignment by either party.


 


(h)                                 Termination in any manner shall not affect the rights of either party
that accrued prior to termination.


 


(i)                                     The Customer acknowledges that the Investment Manager has and will
continue to expend substantial fixed costs in providing the Services to the


 


13

















 


Customer and such costs would not have been
incurred but for the Investment Manager providing the Services.  Furthermore, the Customer acknowledges that
the Investment Manager has agreed to provide the Services for the fees payable
pursuant to Article IV in part because the Customer has expressed a good faith
intention to engage the Investment Manager for not less than three (3) years
following the Effective Date. 
Therefore, the Customer acknowledges that the management fees still to
be paid to the Investment Manager following a termination by the Customer of
this Agreement for reasons other than pursuant to clause 3(c)(ii) above and
with less than six (6) months prior notice should not be construed as a penalty
but as a reasonable approximation of the additional costs incurred by the
Investment Manager due to the failure of the Customer to meet the parties’
expectations.


 


(j)                                     Within sixty (60) days of the termination of this Agreement, the
Investment Manager shall transfer all Records to the Customer or its designee
provided that Investment Manager shall be entitled to maintain a copy of such
Records.  All reasonable costs (but not
any copying costs) to transfer such Records shall be paid by the Customer.


 


(k)                                  In the event of any termination of this Agreement, the Customer may
request that the Investment Manager continue to serve as an investment manager
hereunder (at the then-existing compensation level) in order to assist the
Customer in effecting a smooth and orderly transfer of services and all Records
to any successor Investment Manager (which may be Customer); provided that such
transition period shall not exceed 3 months unless otherwise agreed to by the
parties. The Investment Manager shall consent to such request provided
termination is not the result of a FSA Termination or Regulatory Change.


 


ARTICLE
IV


COMPENSATION


 


4.                                      Compensation.


 


(a)                                Subject to the
provisions of this Article IV, the Customer agrees to pay the Investment
Manager a management fee on a quarterly basis in arrears for the Services.   The management fee shall be
equal to ** basis points (**%) (the “Management Percentage”) multiplied by the
value of the Account Assets as of the end of the relevant calendar quarter, as
determined by the Custodian’s records, divided by four (4).   The Customer agrees to pay an estimate
(determined in good faith by the Investment Manager) of this amount in monthly
installments in advance with any difference between the amount paid and the
amount due being set against the actual quarterly fee. The parties acknowledge
that the initial Management Percentage has been, and the Management Percentage
applicable for each calendar year thereafter, will be equal to 105% of the
percentage resulting from dividing the Investment Manager’s budgeted direct and
indirect costs and expenses for providing the Services for such period (the
“Budgeted Costs”) as adjusted by any True-up for the prior year by the Customer’s
estimated average Account Assets for the next calendar year.


 


 


(b)                                 The parties will
reestablish the Management Percentage for each calendar year in accordance with
the following process.  By each
September 15, the Customer shall provide the Investment Manager with a
provisional forecast of the Customer’s Account Assets for the following
calendar year together with an outline of any significant changes that the
Customer proposes to


 


14

















 


implement
to its investment strategy during the following calendar year.  By each October 1, the Investment Manager
shall provide the Customer with a detailed budget setting forth the expected
Budgeted Costs to be incurred by the Investment Manager in order to provide the
Services for the following calendar year along with reasonable documentation in
support of such budget (collectively, the “Proposal”). The Customer shall
promptly review the Proposal and shall accept or reject the Proposal, in the
Customer’s reasonable discretion, by no later than November 1; provided,
however, if the Customer rejects the Proposal it shall provide the Investment
Manager with a written explanation for such rejection.  If the Customer rejects the Proposal, the
Customer and the Investment Manager will work in good faith to resolve all
issues so that the Proposal is acceptable to both parties no later than
December 1.  As promptly as possible,
but in no event later than January 15 of each year, the Customer shall provide
the Investment Manager its final forecast of Account Assets for the calendar
year and any significant changes to the Customer’s investment strategy that the
Customer proposes to implement during such calendar year.  Within five (5) business days following
receipt of such information, the Investment Manager shall calculate the
difference between the management fees paid or payable by the Customer to the
Investment Manager for the prior year under this Agreement and the Investment
Manager’s actual direct and indirect costs and expenses of providing services
(“Actual Costs”) during such period (such difference is referred to as the
“True-up”) and shall provide the True-up and proposed Management Percentage to
the Customer.  The calculation of any
True-up shall not give effect to fees received by the Investment Manager or
reductions in fees otherwise owed to the Investment Manager as a result of a
prior True-up.  The True-up shall be
added to or subtracted from, as applicable, the Budgeted Costs set forth in the
approved Proposal and shall be reflected in the Management Percentage
established for the following calendar year. 
If the Investment Manager is entitled to the benefit of the True-up
because Actual Costs exceeded Budgeted Costs, the True-up added to Budgeted
Costs for the following calendar year shall be the lesser of the actual True-up
or an amount equal to 10% of Budgeted Costs for the prior calendar year;
provided however, that any Actual Costs that were not included in the approved
Proposal for the year but were previously approved in writing by the Customer
in consultation with the Investment Manager during such year shall not be
included when applying the 10% cap.  The
Investment Manager shall provide the Customer with reasonable back-up
documentation supporting the Investment Manager’s calculation of the
True-up.  The Customer shall approve or
reject the True-Up and the Management Percentage not later than five (5)
business days after receipt thereof from the Investment Manager.  The Management Percentage shall be
implemented as if it were effective as of the prior January 1. If the parties
are unable to agree on a revised Proposal, the True-up or the Management
Percentage, the then existing Management Percentage shall remain in effect
until the parties agree on a revised Proposal and True-up.    If the parties are unable to agree on the
Proposal, the Management Percentage and the True-up by February 15, the
Budgeted Costs and Management Percentage (which shall reflect the True-up)
shall be established pursuant to the Arbitration process described in Article
IX of this Agreement.  In accordance
with the foregoing procedure, if the GE Life Group decides to engage other
investment managers to provide substantially all advisory services to its fixed
income assets, the Manager agrees that Budgeted Costs (without giving effect to
any True-up) for the calendar year immediately following such change shall not
increase by more than 5% unless mutually agreed by the parties. Both parties
understand that time is of the essence with respect to this clause 4(b).  For purposes of all dates set forth in this
clause, if such date is not a business day, then such date shall be deemed to
be the next calendar day that is a business day.


 


15

















 


(c)                                  The Customer
agrees to pay an estimate (determined in good faith by the Investment Manager)
of the quarterly charge contemplated in clause 4(a) above in monthly
installments in advance with any difference between the amount paid and the
amount due being set against the actual quarterly fee.  The Investment Manager shall submit to the
Customer at the beginning of each month, a written statement of the amount owed
by the Customer for that month. The Customer shall pay the Investment Manager
undisputed amounts within twenty eight (28) days following receipt of such
statement. Fees to be paid in GBP.  VAT
will be added and paid, where applicable, by the Customer.  The Customer will inform the Investment
Manager as soon as possible when it is no longer within the GE Capital Bank
Limited VAT Group.


 


ARTICLE V


CONFIDENTIALITY


 


Subject to the
duty of the Investment Manager or the Customer to comply with Applicable
Requirements, each party hereto shall treat as confidential all information
with respect to the other party received pursuant to this Agreement.  No party shall use or disclose the other
party’s confidential information except as contemplated by this Agreement.


 


The Investment Manager shall establish and maintain
reasonable procedures to keep Investment Reports, the information supplied by
the Customer to the Investment Manager for the Investment Reports and other
non-public information provided hereunder confidential and to prevent
disclosure or distribution to any Person other than to the Customer’s
Representatives or the Investment Manager’s Representatives or their service
providers who have a reasonable need to know or have access to such information
in connection with providing the Services; provided that the Investment Manager
may include information from such Investment Reports when presenting the
Investment Manager’s performance as long as the Customer is not identified as
the source of such information.  The
Investment Manager will be responsible for compliance with the terms of this
clause by its Representatives.


 


Investment Reports
provided by the Investment Manager to the Customer are privileged and may
include proprietary information. 
Investment Reports will be used solely for the purpose of monitoring and
evaluating the performance of the Account and for use by the Customer in
testing the Account Assets for regulatory compliance and similar purposes. The
Customer shall establish and maintain reasonable procedures to keep Investment
Reports confidential and to prevent disclosure or distribution to any Person
other than to the Customer’s Representatives who have a reasonable need to know
or have access to such Investment Reports in connection with the receipt of the
Services.  The Customer will be
responsible for compliance with the terms of this clause by its
Representatives.


 


Each party hereto will, to the extent legally
possible, obtain the other party’s approval before sending or making available
any Investment Report to third parties. 
If a party is required by Applicable Requirements or requested (by legal
process, civil investigative demand or similar process) to disclose any
confidential information of the other party, the party being required or
requested to make such disclosure will to the extent legally possible promptly
notify the other party so that the other party may to the extent legally and
practically possible seek an appropriate protective order or waive compliance
with this confidentiality covenant.


 


ARTICLE VI


REPRESENTATIONS
AND WARRANTIES


 


6.1.                            Representations and Warranties of the
Investment Manager.


 


The Investment Manager represents, warrants and
covenants that:


 


(a)                         It is duly incorporated under the laws of England and Wales.


 


16

















 


(b)                        It has and will maintain throughout the term of this
Agreement, all of the powers, rights and authorities to carry on the business
of an investment manager under Applicable Requirements (including, without
limitation, the appropriate permissions from the FSA, but excluding solely for
this purpose any registrations with the SEC).


 


(c)                         Neither the execution and delivery nor the performance
of this Agreement will violate any Applicable Requirements or applicable court
order, nor will the same constitute a breach of, or default under, provisions
of any agreement or contract to which it is a party or by which it is bound and
assuming the accuracy of sub-clause 6.2(b) below, all required regulatory
filings and notices, if any, have been made and, if necessary, approvals
received  (or applicable waiting or
notice periods lapsed) in connection with this Agreement.


 


(d)                                 It has the power, right and authority to execute, deliver and perform
this Agreement and any transaction contemplated by the terms of this Agreement.


 


(e)                                  It has, at least 48 hours prior to entering into this Agreement
furnished to the Customer a true and complete copy of Part II of its most
recent Form ADV; and since the date of such Form ADV, there has not been,
occurred or arisen any material adverse change in the financial condition or in
the business of the Investment Manager or any event, condition, or state of
facts which materially and adversely affects, or to its knowledge threatens to
materially affect, the business or financial condition of the Investment  Manager.


 


(f)                                    In terms of intellectual property, it is the sole owner of all right,
title and interest in and to the intellectual property used by it to perform
its obligations hereunder or, to its knowledge, possesses all appropriate
licenses to use the intellectual property; has not sold, granted, conveyed,
licensed or assigned to any third party, or in any way encumbered, the
intellectual property in a manner that interferes with the Investment Manager’s
obligations under this Agreement; and the intellectual property used by the
Investment Manager does not to the Investment Manager’s knowledge infringe the
rights of any third party.


 


6.2                               Representations and Warranties of the
Customer.


 


The
Customer hereby represents and warrants that:


 


(a)                                  It has the power to enter into and perform its obligations under this
Agreement, and has duly executed this Agreement so as to constitute a valid and
binding obligation of the Customer.


 


(b)                                 Neither the execution and delivery nor the performance of this Agreement
(including the payment of fees to the Investment Manager) will violate any
Applicable Requirements or applicable court order, nor will the same constitute
a breach of, or default under, provisions of any agreement or contract to which
it is a party or by which it is bound and, assuming the accuracy of sub-clause
6.1(c) above, all required regulatory filings and notices, if any, have been
made, and if necessary, approvals received 
(or applicable waiting or notice periods lapsed) in connection with this
Agreement.


 


17

















 


ARTICLE VII


NATURE OF
RELATIONSHIP


 


7.                                      Nature of Relationship; Conflicts of
Interest.


 


(a)                                  The Investment
Manager acts as the agent of the Customer, who will therefore be bound by the
Investment Manager’s acts under this Agreement providing the Investment Manager
acts within the authority granted to it by the Customer.  Nevertheless, none of the Services nor any
other matter shall give rise to any fiduciary or equitable duties which would
prevent or hinder the Investment Manager from providing similar services to
other customers or otherwise from acting as provided in this Agreement.


 


(b)                                 The Investment Manager may effect transactions in which the Investment
Manager or an Associate has or may have, directly or indirectly, a material
interest or relationship of any description with another party which may
involve a potential conflict with the Investment Manager’s duty to the
Customer, without reference to the Customer, provided that such transactions
are at arm’s length.  Neither the
Investment Manager nor any Associate shall be liable to account to the Customer
for any profit, commission or remuneration made or received from or by reason
of such transactions or any connected transactions and the Investment Manager’s
fees shall not, unless otherwise provided, be abated thereby.


 


(c)                                  The Investment Manager will ensure that such transactions are effected
on terms which are no less favourable to the Customer than if the potential
conflict had not existed.


 


(d)                                 The Investment Manager shall (subject to receiving instructions from the
Customer to the contrary) take all necessary steps (acting always in the best
interests of the Account) to ensure that the Investment Guidelines are fully
complied with, and to rectify any breach of such Investment Guidelines which
may occur through movements in the market as soon as reasonably practicable
after such breach occurs.


 


(e)                                  In accordance with
the FSA Rules, the Investment Manager notifies the Customer that the potential
conflicting interest or duties referred to in clause (b) above may arise
because:


 


(i)                                   any of the Investment Manager’s directors or employees (or those of an
Associate) is a director of, holds or deals in securities of, or is otherwise
interested in any company whose securities are held or dealt in on behalf of
the Customer;


 


(ii)                                  the transaction is in relation to an investment in respect of which the
Investment Manager or an Associate benefits from a commission, fee, mark-up or
mark-down payable otherwise than by the Customer, and/or the Investment Manager
or an Associate is also remunerated by the counterparty to any such
transaction;


 


(iii)                               the Investment Manager acts as agent for the Customer in relation to a
transaction in which it is also acting as an agent for the account of other
Customers and/or Associate;


 


(iv)                              the Investment Manager or an Associate deals in investments as principal
with the Customer, or acting as principal, sells to or purchases from the
Customer currency other than sterling;


 


(v)                                 a transaction is effected in securities issued by an Associate or the
Customer of an Associate;


 


18

















 


(vi)                              the Investment Manager deals on behalf of the Customer with or in
securities of an Associate;


 


(vii)                           the transaction is in units or shares of a collective investment scheme
(e.g. a unit trust) or of any company of which in either case the Investment
Manager or an Associate is the investment manager, operator, banker, adviser or
trustee;


 


(viii)                        the transaction is in the securities of a company for which the
Investment Manager or an Associate has underwritten, managed or arranged an
issue within the period of 12 months before the date of the transaction;


 


(ix)                                the Investment Manager may effect transactions involving placings and or
new issues with an Associate who may be acting as principal or receiving agents
commission;


 


(x)                                   the Investment Manager or an Associate receives remuneration or other
benefits by reason of acting in corporate finance or similar transactions
involving companies whose securities are held by the Customer; and


 


(xi)                                the transaction is in securities in respect of which the Investment
Manager or an Associate or a director or employee of either is
contemporaneously trading or has traded on its own account has either a long or
short position.


 


19

















 


ARTICLE VIII


MISCELLANEOUS


 


8.1                                 Other Charges.


 


The Investment Manager shall direct the
Custodian to pay out of the relevant Account Assets the total transaction costs
including all reasonable Broker’s commissions with respect to transactions of
the Account and all taxes or governmental fees, domestic or foreign,
attributable to such transactions.


 


8.2                                 Investment Manager’s Conduct.


 


(a)                                  In furnishing the Customer with the Services, neither the Investment
Manager nor any officer, director or agent thereof shall be held liable to the
Customer, its creditors or the holders of its securities for good faith errors
of judgment or for anything except wilful misfeasance, bad faith or gross negligence
in the performance of its duties, or reckless disregard of its obligations and
duties under the terms of this Agreement. 
It is further understood and agreed that the Investment Manager may rely
upon information furnished to it by the Customer that the Investment Manager
reasonably believes to be accurate and reliable.


 


(b)                                 No warranty is given by the Investment Manager as to the performance or
profitability of the Account any part thereof and there is no guarantee that
the Investment Objectives will be achieved, including without limitation any
risk control, risk management or return objectives.  The Account may suffer loss of principal, and income, if any, may
fluctuate.  The value of investments may
be affected by a variety of factors, including, but not limited to, economic
and political developments, interest rates and issuer-specific events, market
conditions, sector positioning, or other reasons.


 


(c)                                  Notwithstanding any limitation of liability contained in sub-clause (a)
above, the Investment Manager shall indemnify and hold the Customer harmless
from and against any losses, damages, expenses (including reasonable attorneys’
fees), liabilities, penalties, demands and claims of any nature whatsoever
(collectively, “Losses”) with respect to or arising out of the Investment
Manager’s breach or violation of this Agreement or any Applicable Requirement
or the wilful misfeasance, bad faith or gross negligence by the Investment
Manager in the performance of its duties, or reckless disregard of its obligations
and duties under the terms of this Agreement.


 


(d)                                 The Customer shall indemnify and hold the Investment Manager harmless
from and against all Losses with respect to or arising out of the Customer’s
breach or violation of this Agreement or any Applicable Requirement or with
respect to or arising out of the Investment Manager’s actions or inactions in
providing the Services as long as such Losses did not result from the
Investment Manager’s breach of this Agreement or any Applicable Requirements,
wilful misfeasance, bad faith or gross negligence in the performance of its
duties, or reckless disregard of its obligations and duties under the terms of
this Agreement.


 


(e)                                  The Investment Manager shall be entitled to rely upon any notice,
designation, instruction, direction, request or other communication given it
hereunder (whether given in writing by letter, fax, email teletype, order or
other document, or orally by telephone or in person) by or on behalf of any
person notified by the Customer from time to time as being authorised to
instruct the Investment Manager in respect of the Account Assets without being
required to determine the authenticity or correctness thereof, provided


 


20

















 


the Investment Manager believes such notice,
designation, instruction, direction, request or other communication to be
genuine or given by a person duly authorized and unless the Investment Manager
shall have received written notice to the contrary that the authority of any
such person shall have been terminated. 
The Investment Manger shall be entitled to rely upon advice of counsel
selected by it concerning all matters pertaining to this Agreement and the
Investment Manager’s duties hereunder.


 


8.3                               Notices.


 


Notices
hereunder shall be by confirmed fax, telecopy or other written form of
electronic communication (including e-mail) or by letter which shall be mailed
by certified mail, postage paid, addressed (except as the same may by like
notice be changed) as follows:


 


To
the Customer:


 


	
  [Subsidiary]

  	
   

  	
   

  
	
  [Address]

  	
   

  	
   

  
	
  Attn:  Chief
  Finance Officer

  	
   

  	
  Telephone
  No:

  
	
   

  	
   

  	
  Fax
  No:

  



 


To
the Investment Manager:


 


	
  GE
  Asset Management Limited

  	
   

  	
   

  
	
  6
  Agar Street

  	
   

  	
   

  
	
  London

  	
   

  	
   

  
	
  WC2N
  4HR

  	
   

  	
   

  
	
  Attn:
  Chief Executive Officer

  	
   

  	
  Telephone
  No: 44 207 599 5200

  
	
   

  	
   

  	
  Fax
  No: 44 207 599 5233

  



 


8.4                                 Assignment; Governing Law and
Jurisdiction.


 


This Agreement shall not be assignable in whole
or in part by either party without the prior consent of the other party (such
consent not to be unreasonably withheld), provided that this Agreement shall
automatically be assigned to any Person to which the business of the Customer
is transferred by virtue of any order made by the Court under Part VII of FSMA
.. For purposes of this clause, the term
“assignment” with respect to the Investment Manager as assignor shall have the
same meaning as defined in Section 202 of the Investment Advisors Act. Any successor or permitted assignee of the Customer to
whom the rights and/or the obligations of the Customer under this Agreement are
in any way transferred may require that the Investment Manager (and if it does
so require, the Investment Manager shall) provide all or certain of the
Services to the Customer after that transfer, for such period as that successor
or permitted assignee may require, and in addition to the Services which the
Investment Manager shall provide to that successor or permitted assignee
pursuant to the terms of this Agreement. 
This Agreement shall be governed by the laws of England..


 


8.5                                 Force
Majeure.


 


The Investment Manager shall not be liable to
the Customer for any failure to carry out or delay in carrying out any of its
obligations hereunder attributable to any cause of whatever nature outside its
reasonable control provided that the Investment Manager shall (1) use its best
efforts to remedy any such failure or delay or malfunction, event or
circumstance as soon as practicable and (2) maintain throughout the term of
this Agreement effective disaster recovery systems, details of which will be
provided to the Customer upon reasonable request.


 


21

















 


8.6                                 Independent Contractor.


 


                                                The Investment Manager shall be deemed to be an
independent contractor and, except as expressly provided or authorized in this
Agreement, shall have no authority to act for or represent the Customer. The
Customer shall always retain the ultimate authority to make investment
decisions on its own behalf.


 


8.7                                 Advertising and Promotion.


 


                                                A party shall not engage in any advertising or
promotional activity that refers to the other party without receiving the
written consent of the other party prior to publication or announcement. The
Investment Manager shall however be entitled to disclose the Customer’s name
and the size of the Account Assets in the client listings and other similar
material.


 


8.8                                 Severability.


 


Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


8.9                                 Amendments.


 


No term or provision of this Agreement may be
amended, waived, discharged or terminated orally, but only by an instrument in
writing signed by both parties.


 


22

















 


8.10                           Counterparts.


 


This Agreement may be executed in one or more
counterparts, and such counterparts together shall constitute one and the same
agreement


 


8.11                           Complaints.


 


If the Customer has any complaint about the
Investment Manager, it should be directed to the Compliance Officer at the
Investment Manager’s address at the head of this Agreement.  The Customer acknowledges that it is not an
eligible complainant as defined by the FSA Rules and as such does not have a
right to refer a complaint to the Financial Ombudsman Service.


 


8.12                           Contracts (Rights of Third Parties)
Act of 1999.


 


Other than as specifically provided for, the
parties to this Agreement do not intend that any term of this Agreement should
be enforceable by virtue of the Contracts (Right of Third Parties) Act of 1999,
by any person who is not a party to this Agreement.


 


8.13                           Entire Agreement.


 


This Agreement (including the Exhibits to this
Agreement which shall be regarded as incorporated into, and forming part of,
this Agreement) embodies the entire understanding of the parties hereto with
respect to its subject matter, supersedes any prior or contemporaneous
agreements or understandings between the parties with respect to such subject
matter and cannot be altered, waived, amended, supplemented or abridged except
by the written agreement of the parties.


 


8.14                          Exclusion or Termination of
Liability.


 


Nothing in this Agreement shall exclude any
liability of the Investment Manager to the Customer arising under Applicable
Requirements (including, without limitation, the FSMA or the FSA Rules).


 


ARTICLE
IX


DISPUTE
RESOLUTION


 


9.1                               General Provisions.


 


(a)                                  Any dispute, controversy or claim arising out of or relating to this
Agreement or the validity, interpretation, breach or termination thereof (a
“Dispute”), shall be resolved in accordance with the procedures set forth in
this Article IX, which shall be the sole and exclusive procedures for
the resolution of any such Dispute unless otherwise specified below.


 


(b)                                 Commencing with a request contemplated by Section 9.2 set forth
below, all communications between the parties or their representatives in
connection with the attempted resolution of any Dispute, including any
mediator’s evaluation referred to in Section 9.3 set forth below, shall
be deemed to be without prejudice communications and to have been delivered in
furtherance of a Dispute settlement and shall be exempt from inspection, and
shall not be admissible in evidence for any reason (whether as an admission or
otherwise), in any arbitral or other proceeding for the resolution of the
Dispute.


 


23

















 


(c)                                  In connection with any Dispute, the parties expressly waive and forego
any right to (i) punitive, exemplary, statutorily-enhanced or similar damages
in excess of compensatory damages, and (ii) trial by jury.


 


(d)                                 The specific procedures set forth below, including but not limited to
the time limits referenced therein, may be modified by agreement of the parties
in writing.


 


(e)                                  The running of time shall be suspended in respect of any Dispute for the
purposes of any defences based upon the passage of time (whether under the
Limitation Act 1980 (in its present form or as subsequently amended or replaced
or otherwise) while the procedures specified in this Article IX are pending.
The parties will take such action, if any, required to effectuate this
suspension.


 


 


9.2                               Consideration by Senior Executives. 
If a Dispute is not resolved in the normal
course of business at the operational level, the parties shall attempt in good
faith to resolve such Dispute by negotiation between executives who hold, at a
minimum, the office of President and CEO of the respective business entities
involved in such Dispute.  Either party
may initiate the executive negotiation process by providing a written notice to
the other (the “Initial Notice”). 
Fifteen (15) days after delivery of the Initial Notice, the receiving
party shall submit to the other a written response (the “Response”).  The Initial Notice and the Response shall
include (i) a statement of the Dispute and of each party’s position, and (ii)
the name and title of the executive who will represent that party and of any
other person who will accompany the executive. 
Such executives will meet in person or by telephone within thirty (30)
days of the date of the Initial Notice to seek a resolution of the Dispute.


 


9.3                               Mediation.  If a Dispute is not resolved by
negotiation as provided in Section 9.2 within forty-five (45) days from
the delivery of the Initial Notice, then either party may submit the Dispute
for resolution by mediation pursuant to the CPR Institute for Dispute
Resolution (the “CPR”) Model Mediation Procedure as then in effect.  The parties will select a mediator from the
CPR Panels of Distinguished Neutrals. 
Either party at commencement of the mediation may ask the mediator to
provide an evaluation of the Dispute and the parties’ relative positions.


 


9.4                               Arbitration


 


(a)                                  If a Dispute is not resolved by mediation as provided in Section 9.3
within thirty (30) days of the selection of a mediator (unless the mediator
chooses to withdraw sooner), either party may submit the Dispute to be finally
resolved by arbitration pursuant to the CPR Rules for Non-Administered
Arbitration as then in effect (the “CPR Arbitration Rules”).  The parties consent to a single,
consolidated arbitration for all known Disputes existing at the time of the
arbitration and for which arbitration is permitted.


 


(b)                                 The neutral organization for purposes of the CPR Arbitration Rules will
be the CPR.  The arbitral tribunal shall
be composed of three arbitrators, of whom each party shall appoint one in
accordance with the “screened” appointment procedure provided in Rule 5.4 of
the CPR Arbitration Rules.  The
arbitration shall be conducted in London, England.  Each party shall be permitted to present its case, witnesses and
evidence, if any, in the presence of the other party.  A written transcript of the proceedings shall be made and
furnished to the parties.  The
arbitrators shall determine the Dispute in accordance with the law of England,
without giving effect to any conflict of law rules or other rules that might
render law inapplicable or unavailable, and shall apply this Agreement
according to its terms.


 


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(c)                                  The parties agree to be bound by any award or order resulting from any
arbitration conducted in accordance with this Section 9.4 and further
agree that judgment on any award or order resulting from an arbitration
conducted under this Section 9.4 may be entered and enforced in any
court having jurisdiction thereof.


 


(d)                                 Except as expressly permitted by this Agreement, no party will commence
or voluntarily participate in any court action or proceeding concerning a
Dispute, except (i) for enforcement as contemplated by Section 9.4(c)
above, (ii) to restrict or vacate an arbitral decision based on the grounds
specified under applicable law, or (iii) for interim relief as provided in
paragraph (e) below.  For purposes of
the foregoing, the parties hereto submit to the non-exclusive jurisdiction of
the courts of England.


 


(e)                                  In addition to the authority otherwise conferred on the arbitral
tribunal, the tribunal shall have the authority to make such orders for interim
relief, including injunctive relief, as it may deem just and equitable.  Notwithstanding Section 9.4(d) above,
each party acknowledges that in the event of any actual or threatened breach of
Article V, the damages would not be adequate, and therefore injunctive or other
interim relief may be sought immediately to restrain such breach.  If the tribunal shall not have been
appointed, either party may seek interim relief from a court having
jurisdiction if the award to which the applicant may be entitled may be
rendered ineffectual without such interim relief.  Upon appointment of the tribunal following any grant of interim
relief by a court, the tribunal may affirm or disaffirm such relief, and the
parties will seek modification or rescission of the court action as necessary
to accord with the tribunal’s decision.


 


(f)                                    Each party will bear its own attorneys’ fees and costs incurred in
connection with the resolution of any Dispute in accordance with this Article
IX


 


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IN WITNESS WHEREOF, the parties have duly
executed this Agreement as of the day and year first above written.


 


 


	
   

  	
  [Subsidiary]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  GE ASSET MANAGEMENT LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


26

















 


Financial Assurance Insurance
Company Limited


Duly Authorised Representatives


Exhibit A


 


The following persons are duly authorized to
act on behalf of the above captioned for accounts managed by GE Asset
Management Limited.


 


 


	
  Signature:

  	
   

  	
   

  	
  Type of Authorisation

  
	
  Name:

  	
  Bind Firm (sign/amend contracts)

  
	
  Title:

  	
  Authorise Contributions/Withdrawals

  
	
  Firm Name:

  	
  Comments:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
  Type of Authorisation

  
	
  Name:

  	
  Bind Firm (sign/amend contracts)

  
	
  Title:

  	
  Authorise Contributions/Withdrawals

  
	
  Firm Name:

  	
  Comments:

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
  Type of Authorisation

  
	
  Name:

  	
  Bind Firm (sign/amend contracts)

  
	
  Title:

  	
  Authorise Contributions/Withdrawals

  
	
  Firm Name:

  	
  Comments:

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
  Type of Authorisation

  
	
  Name:

  	
  Bind Firm (sign/amend contracts)

  
	
  Title:

  	
  Authorise Contributions/Withdrawals

  
	
  Firm Name:

  	
  Comments:

  



 


27