Exhibit 10.20


 


INVESTMENT  ADVISORY SERVICES AGREEMENT


 


THIS
AGREEMENT (the “Agreement”) is executed as of 7-23-02 and made effective as of
the 1st day of January,  2002,
by and between ACE Capital Mortgage Reinsurance Company, a New York insurance
company (the “Client”), and ACE Asset Management Inc., a Delaware company
(“ServiceCo”).


 


W I T N E S S E T H


 


WHEREAS,
the Client and ServiceCo (together, the “Parties” and each a “Party”) are
affiliated corporations wholly-owned indirectly by ACE Limited, a Cayman
Islands limited liability company; and


 


WHEREAS,
the Client wishes to receive and ServiceCo wishes to provide certain investment
advisory services to the Client, and


 


WHEREAS,
the Client wishes to provide fair consideration for the services rendered to it
by ServiceCo;


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


ARTICLE I

SCOPE OF SERVICES


 


1.1           (i) The Parties hereby agree
that ServiceCo shall assist with the evaluation and selection of Client’s
investment advisors and monitor the performance, compliance and risk profile of
the Client’s investment portfolio.


 


(ii)
At any time and from time to time, the Client may request from ServiceCo, and
ServiceCo may elect to provide to the Client, certain additional investment
advisory services, on a consulting and/or administrative support basis.


 


All
services set forth above (the “Services”) and provided hereunder shall be
governed by and subject to such guidelines, procedures, objectives and
limitations as may be established and approved from time to time by the Board
of Directors (the “Board”) of the Client (the “Guidelines”), a copy of which
Guidelines, effective as of May 1, 2000, as may be amended from time to time,
is attached as Exhibit A hereto.


 


1

















 


1.2           The Services may be changed
from time to time by an amendment, that has been approved, in writing, by the
parties to this Agreement, provided such amendment is in accordance with the
Guidelines.


 


1.3           The Client and ServiceCo
hereby acknowledge that all employees rendering Services to the Client pursuant
to this Agreement (each an “Employee”) shall remain at all times an employee of
ServiceCo.  In the performance of
Services, the Employee shall report to and be under the sole control of
ServiceCo, which shall have full authority to direct his or her activities in
the performance of the Services provided hereunder.  Client shall exercise no control over the Employee in the
performance of his or her activities or of the Services.  Subject to the Guidelines and the ultimate
authority of the Board, ServiceCo will retain final decision-making authority
in all matters in respect of which ServiceCo provides Services under this
Agreement.


 


1.4           ServiceCo shall perform the
Services as an independent contractor. 
Nothing contained herein shall be construed to create the relation of
partner, employer or employee or of principal and agent between the Client and
ServiceCo.  ServiceCo shall have no
authority to negotiate or transact business on behalf of Client without the
express written consent of Client.


 


1.5           ServiceCo represents that it
possesses and will maintain the appropriate licenses and authority to perform
any Services required and requested hereunder. 
ServiceCo shall discharge its duties hereunder at all times in good
faith and with that degree of prudence, diligence, care and skill which a
prudent person rendering services as an institutional investment adviser would
exercise under similar circumstances.


 


ARTICLE II

COMPENSATION FOR SERVICES


 


2.1           For the services rendered by
ServiceCo to Client pursuant to Section 1.1 (i) of this Agreement, Client shall
pay to ServiceCo a management fee of 1.5bps (0.015%) based on the average of
the market value of the assets under advisement as reported in the quarterly
report to the Investment Committee of the Client.  For the services rendered by ServiceCo to Client pursuant to
Section 1.1(ii) of this Agreement, the parties shall agree upon a service fee
prior to the provision of such services, which fee shall be subject to the
prior approval or non-disapproval of the New York Superintendent of Insurance
(“Superintendent”), ServiceCo will provide client with a bill for services
within thirty (30) days after the end of each three-month period.  Client will pay ServiceCo within fifteen
(15) days of receipt of the bill.


 


2.2           ServiceCo and Client
acknowledge and agree that Client shall have the right to offset any amounts
due and owing to ServiccCo from Client under this Agreement against other
amounts due and owing by Client to ServiceCo.


 


2

















 


ARTICLE III

BOOKS AND RECORDS


 


3.1           The ownership of all books,
supplies, records or other materials (collectively, the “Records”) furnished by
or on behalf of the Client relating to any of the services provided to the
Client shall be vested in, and remain the property of the Client, and all shall
be delivered to the Client immediately upon the termination or cancellation of
this Agreement or at any time upon the request of the Client.  All of the Records shall be kept in
accordance with applicable laws and regulations, including, but not limited to,
New York Insurance Department Regulation 152.


 


3.2          The Client
shall have the right, from time to time, to conduct reviews, inspections and/or
audits of any or all of the Records and documents related to its business under
this Agreement, during ordinary business hours upon reasonable notice, and
ServiceCo shall cooperate and cause its employees, agents or advisors to
cooperate with the Client conducting such reviews, inspections and audits.  In addition, ServiceCo will provide any
materials, reasonably related to the investment advisory services provided
hereunder, as may be reasonably requested in writing by the directors or
officers of the Client or as may be required by any governmental agency with
jurisdiction thereunder.


 


ARTICLE IV

TERM AND TERMINATION


 


4.1           This Agreement is effective
as of the date first set forth above, and shall remain in effect up to and
including December 31, 2002 (the “Initial Term”), unless earlier terminated
pursuant to Clauses 4.2 and 4.3.  At the
end of the Initial Term, or any subsequent term thereof, this Agreement shall
automatically be renewed each year for a period of one year.


 


4.2           Either party may elect to
terminate this Agreement at any time and for any reason on sixty (60) days’ prior
written notice to the other Party.


 


4.3           Notwithstanding any other
provision of this Agreement, either Party may terminate this Agreement
immediately upon written notice to the other Party in the event that the other
Party (i) becomes insolvent or bankrupt, or admits in writing its inability to
pay its debts as they become due, or makes an assignment for the benefit of
creditors, or applies for or consents to the appointment of a trustee or
receiver for the major part of its property, (ii) becomes the subject of
bankruptcy, reorganization, rearrangement, insolvency or liquidation
proceedings, or other proceedings for relief of creditors and such proceedings
are not stayed or discharged within ninety (90) days after being commenced;
(iii) is acquired by another entity, unless such acquiring entity is wholly
owned, directly or indirectly, by ACE Limited; (iv) fails to obtain or maintain
any licenses, permits or other qualifications that are required by law to
fulfill its obligations under this Agreement and such failure remains uncured
after fifteen (15) days, or (v) commits abandonment, fraud or willful
misconduct with the provision of services under this Agreement.


 


3

















 


4.4           Termination of this
Agreement shall not relieve either Party of its obligations under this
Agreement up to the effective date of termination.  Following any termination, the Parties will cooperate with each
other to provide a smooth transition of services and to satisfy reasonable
requests for information concerning actions taken during the term.


 


ARTICLE V

INDEMNIFICATION


 


5.1           Client agrees to hold
harmless and indemnify ServiceCo and each of its officers, directors,
employees, shareholders, independent contractors and agents (collectively the
“ServiceCo Indemnitees”) from and against any and all claims, suits, causes of
action, demands, losses, damages, fines, penalties, punitive damages, costs or
expenses, including attorneys’ fees, or other liabilities of any nature
(“Damages”) based on, related to or in connection with (i) any action taken or
omitted by any of the ServiceCo Indemnitees solely at the direction of Client;
(ii) Damages incurred by the ServiceCo Indemnitees as a result solely of any
negligent, willful or intentional acts, errors or omissions of Client or its
officers, directors, employees or agents in the performance or breach of this
Agreement, and/or (iii) any litigation, arbitration or other proceeding related
to this Agreement and involving any of the ServiceCo Indemnities in which the
plaintiff, petitioner or other claimant does not allege any fault or wrongdoing
on the part of the ServiceCo Indemnities or any of them.


 


5.2           ServiceCo agrees to hold
harmless and indemnify Client and Client’s officers, directors, employees,
shareholders, independent contractors and agents (collectively the “Client
Indemnitees”) from and against any and all Damages based on, related to or in
connection with (i) any action taken or omitted by any of the Client
Indemnitees solely at the direction of ServiceCo, (ii) damages incurred by the
Client Indemnities as a result solely of any negligent, willful or intentional
acts, errors or omissions of ServiceCo or its directors, employees or agents in
the performance or breach of this Agreement; and/or (iii) any litigation,
arbitration or other proceeding relating to this Agreement and involving any of
the Client Indemnitees in which the plaintiff, petitioner or other claimant
does not allege any fault or wrongdoing on the part of the Client Indemnities
or any of them; and/or (iv) based on or related to or in connection with any
obligation to withhold and pay over any taxes based on wages, salary or other
compensation of employees of ServiceCo.


 


5.3           The terms of this Article
shall survive the termination of this Agreement.


 


ARTICLE VI

ARBITRATION


 


6.1           All disputes between the
Parties relating to or in connection with this Agreement, including but not
limited to its interpretation, performance or breach, shall be submitted to
binding arbitration as described in this Article and shall be in accordance
with the Commercial


 


4

















 


Arbitration
Rules of the American Arbitration Association and the Expedited Procedures
thereof, except as expressly set forth in this Article VI.


 


6.2           The Party initiating
arbitration shall provide notice of its demand for arbitration, which shall
include appointment of an arbitrator. 
The other Party shall have thirty (30) days from receipt of such demand
for arbitration in which to appoint its arbitrator.  If the responding Party fails to appoint its arbitrator within
such thirty (30) days, the initiating Party shall be entitled to choose the
second arbitrator.  Together the two
arbitrators shall agree upon a neutral umpire. 
If no such agreement is reached within thirty (30) days of the
appointment of the second arbitrator, the umpire shall be chosen by drawing
lots.  The arbitrators and the umpire
(collectively the “Panel”) shall be active or retired insurance professionals
of disinterested insurance-related companies not under the control of either
Party or their respective parent companies.


 


6.3           Each Party shall submit its
case to the Panel within one (1) month from the date of the appointment of the
umpire, but this period of time may be extended by unanimous written consent of
the Panel.


 


6.4           The Panel shall make its
decision with regard to the custom and usage of the insurance business.  The Panel shall be relieved of all judicial
formalities and the strict rules of law. 
The written decision of a majority of the Panel shall be rendered within
sixty (60) days following the termination of the Panel’s hearings, unless the
Parties consent to an extension.  Such
majority decision of the Panel shall he final and binding upon the Parties both
as to law and fact, and may not be appealed to any court of any
jurisdiction.  Judgment may be entered
upon the final decision of the Panel in any court of proper jurisdiction.


 


6.5           Each Party shall bear the
fees and expenses of the arbitrator selected by or on its behalf, and the costs
of arbitration, including the fees of the umpire, shall be divided equally
between the two Parties.  The Panel
shall have the authority to award to the prevailing Party its costs and
attorneys’ fees.


 


6.6           Any arbitration proceeding
shall take place in New York.


 


ARTICLE VII

CONFIDENTIALITY


 


7.1           ServiccCo
agrees that, except with the consent of the Client, it will not disclose or use
for any purpose outside the scope of this Agreement proprietary or confidential
information provided to it by the Client unless and until such information (i)
becomes public knowledge other than through disclosure by ScrviceCo or (ii) is
subpoenaed or otherwise required by an authorized governmental authority.  In the event that ServiceCo, upon the advice
of counsel, determines that it is required to provide any such information, it
shall promptly provide notice to the Client.


 


5

















 


7.2           ServiceCo’s obligations
under this Article shall survive the termination of this Agreement.


 


ARTICLE VIII

NOTICES


 


8.1           Any notice required or
permitted under this Agreement shall be in writing and shall be deemed to have
been given (i) when received if given in person or by courier or a courier
service, (ii) on the date of transmission if sent by telex, facsimile or other
wire transmission (receipt confirmed) or (iii) five (5) business days after
being posted by certified or registered mail, postage prepaid:


 


8.2           If to ServiceCo, addressed
as follows:


 


	
  ACE Asset Management Inc.

  
	
  Attention: General Counsel

  
	
  1325 Avenue of the
  Americas

  
	
  18th Floor

  
	
  New York, NY 10019

  
	
  Fax:  (212) 581-3268

  



 


8.3          If to Client, addressed as
follows:


 


	
  ACE Capital Mortgage
  Reinsurance Company

  
	
  Attention: Norie Bregman,
  Esq.

  
	
  1325 Avenue of the Americas

  
	
  New York, New York 10019

  
	
  Fax: (212) 581-3268

  



 


ARTICLE IX

MISCELLANEOUS PROVISIONS


 


9.1           The Parties agree that this
Agreement constitutes the entire understanding and agreement among them and
supersedes any prior or contemporaneous written or oral agreements,
undertakings, communications or representations among them concerning the
subject matter of this Agreement.


 


9.2           If any separable provision
hereof shall be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision hereof.


 


9.3           No terms, conditions, or
other provisions of this Agreement may be waived, modified, amended, or
otherwise changed except in a writing signed by the Parties which expressly
states that it is an amendment or waiver of terms of this Agreement.  Any such writing


 


6

















 


must also specify with
particularity which term or terms of this Agreement are so amended or
waived.  Any such writing shall not be
construed as a general waiver, abandonment, modification or amendment of any
terms, conditions or provisions of this Agreement, but rather strictly
construed as an amendment or waiver of only those terms or conditions stated
therein.  Any such writing shall be
subject to the prior approval or non-disapproval of the Superintendent.


 


9.4           No Party may assign its
rights or obligations under this Agreement without the prior written consent of
the other Party.


 


9.5           The rights, duties and
obligations under this Agreement shall be binding upon inure to the benefit of
the Parties’ respective successors and assigns.


 


9.6           This Agreement shall be
governed and construed in accordance with the laws of New York without giving
effect to the principles of conflicts of laws thereof.


 


9.7           This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 


9.8           The headings in this
Agreement are for reference purposes only, and shall not affect in any way the
meaning or interpretation of this Agreement.


 


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IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed and
delivered as of the date first above written.


 


 


	
   

  	
  ACE CAPITAL MORTGAGE

  REINSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Norie R. Bregman

  	
   

  
	
   

  	
  Name:

  	
  Norie R. Bregman

  	
   

  
	
   

  	
  Title:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACE ASSET MANAGEMENT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGEBLE]

  	
   

  
	
   

  	
  Name:

  	
  [ILLEGEBLE]

  	
   

  
	
   

  	
  Title:

  	
  COO

  	
   

  
							



 


8

















 


Exhibit A


 


Statement of Investment Policy and Guidelines


 


9

















 


	
  

  	
   

  
	
   

  
	
  ACE capital MORTGAGE reinsurance
  company

  statement
  of investment policy and guidelines

  
	
  ace financial

  services

  	
  dated
  as of september 1, 2003

  



 


I.              INVESTMENT GUIDELINES AND OBJECTIVES


 


The investment portfolio (the “Portfolio”) of ACE
Capital Mortgage Reinsurance Company (the “Company”) shall be invested based on
the following objectives and guidelines. 
The Portfolio will consist of a fixed income portfolio (the “Fixed
Income Portfolio”) and an equity portfolio (the “Equity Portfolio”).


 


The following objectives are applicable to the
entire Portfolio:


 


•      Adhere to high fiduciary standards.


•      Maximize after-tax total return while meeting GAAP revenue projections.


•      Maintain an asset mix consistent with a AA claims-paying rated
(re)insurance company.


•      Maintain liquidity and credit quality consistent with a AA claims-paying
rated (re)insurance company.


•      Maintain
sufficient liquidity to cover an unexpected stress in the liability portfolio.


•      Maintain compliance with all applicable insurance regulatory and rating
agency requirements.


•      Minimize
principal risk through risk management controls.


 


Conceptually, the Portfolio will be divided into
two segments:  a reserve segment
consisting of assets supporting unearned premium, loss and profit commission
reserves and an invested capital segment.


 


The following additional objectives are applicable
to the reserve segment of the Portfolio:


 


•      Meet asset/liability management objectives and constraints for each
risk.


•      Earn a return at or above the cost of carrying the liability.


•      Minimize currency risk and exposure.


•      Hedge
a specific liability exposure or meet the underlying needs of a(n)
(re)insurance agreement.  Under such
conditions a separately managed investment portfolio may be formed.


 


The following additional objectives are applicable
to the invested capital segment of the Portfolio:


 


•      Limited to high-quality, liquid fixed income securities.


•      Manage
to a duration that meets the Company’s overall risk/return profile and overall
asset/liability management objectives.


 


II.            AUTHORIZED INVESTMENTS – FIXED INCOME PORTFOLIO


 


Permitted fixed income investments are US Treasury
obligations, US Government agency securities, mortgage-backed securities
(including pass-through securities and collateralized mortgage obligations),
commercial mortgage-backed securities, domestic corporate obligations
(including publicly issued securities and securities offered pursuant to SEC
Rule 144A), obligations of foreign corporations and foreign governments
(including US dollar denominated yankee and eurodollar securities), asset
backed securities (including but not limited to credit card, automobile and
home equity backed securities), municipal bonds (including general obligation
bonds, revenue or special obligation bonds, industrial development bonds,
variable rate demand notes and tax anticipation notes), tax-exempt securities
such as “private activity bonds”, preferred stocks, commercial paper,
repurchase agreements, bank certificates of deposits, bankers’ acceptances,
money market funds and time deposits.


 


One of the ACE Group of Insurance & Reinsurance
Companies


 

















 


III.           INVESTMENT GUIDELINE – FIXED INCOME PORTFOLIO EXPOSURE
LIMITS 


 


Taxable Securities


 


The maximum allocation to each taxable fixed Income
sector is based on the total market value of the Fixed Income Portfolio and
will be measured at the time of purchase of any security:


 


	
  •

  	
   

  	
  Securities
  issued or guaranteed by the US Government and its Agencies

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Securities
  issued by corporate issuers(1)

  	
  50%

  
	
   

  	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Mortgage-Backed
  Securities (including Commercial MBS)

  	
  60%

  
	
   

  	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Non-Agency
  Mortgage Backed Securities (including Commercial MBS)

  	
  40%

  
	
   

  	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Commercial
  Mortgage Backed Securities

  	
  20%

  
	
   

  	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Asset-Backed
  Securities (other than MBS)

  	
  25%

  
	
   

  	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  US
  Dollar denominated securities issued or guaranteed by the Government of
  Canada, the Government of any Canadian Province or by any Agency thereof

  	
  10%

  
	
   

  	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  US
  Dollar denominated securities issued or guaranteed by a Non-Canadian Foreign
  Government

  	
  10%

  
	
   

  	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Securities
  issued by any single corporate issuer(2)

  	
  The greater

  of 3% or $1

  million

  



 


Tax-Exempt Securities


 


The target allocation to tax-exempt securities will
primarily be based on the tax position of the Company and the optimal mix of
tax and tax-exempt securities as determined by management of the Company.  The Company will notify the investment
manager in writing (e-mail will be sufficient) at least annually of the target
percentage of tax-exempt securities.  If
the Company fails to so notify the investment manager in any year, the target
percentage of tax-exempt securities for such year will remain the same as the
target percentage of tax-exempt securities for the previous year.  Tax-exempt securities issued by any single
issuer may not, at the time of purchase, exceed the greater of 3% of the total
market value of the Fixed Income Portfolio or $1 million.


 


IV.           INVESTMENT GUIDELINE –
FIXED INCOME PORTFOLIO CREDIT QUALITY


 


Portfolio Credit Quality:  Overall weighted average portfolio credit quality must be rated
at a minimum in the AA category as measured by the lower rating of two
nationally recognized


 












(1)   Corporate
issuers exclude special purpose vehicles (howsoever described).


(2)   Securities
issued or guaranteed by the U.S. Government or its agencies are exempt from
this provision.


 


2

















 


 


statistical rating organizations (“NRSROs”).  A minimum of 33% of the market value of the
Fixed Income Portfolio must be invested in securities rated at a minimum in the
AA category by two NRSROs.


 


Security Credit Quality: Investments in securities
rated “BBB” are limited to 5% of the market value of the Fixed Income Portfolio
at the time of purchase.  Investment in
securities rated lower than “BBB” by two NRSROs are limited to 5% of the market
value of the Fixed Income Portfolio at time of purchase.  Investments in securities rated “BBB” or
lower plus investments in equities may not in the aggregate exceed 10% of the
market value of the Portfolio.  In the
event of any downgrade below the “BB” category, the investment manager must
contact the Chief Operating Officer or other designated officer of the Company
within a reasonable time to evaluate the need to take action.


 


The Company shall determine the allocation of the
assets of the Portfolio to securities rated “BB” or lower.  The Company will notify the investment
manager in writing (e-mail will be sufficient) at least annually of the maximum
allocation to non-investment grade securities. 
If the Company fails to so notify the investment manager in any year,
the maximum allocation for such year will remain the same as the allocation for
the previous year.


 


V.            INVESTMENT GUIDELINE – FIXED INCOME PORTFOLIO DURATION


 


The management of the Company will notify the
investment manager in writing (e-mail will be sufficient) at least annually, of
the target duration(3) of the Fixed Income Portfolio.  The investment manager may shift the duration of the Fixed Income
Portfolio based on market conditions but may not exceed a variance of
plus/minus 1.00 year from the target effective duration unless otherwise
notified in writing (e-mail will be sufficient) by the Company.


 


VI.           INVESTMENT GUIDELINE – SHORT-TERM INVESTMENTS


 


Subject to the following limitations, the Fixed
Income Portfolio may be invested in cash, cash equivalents and other securities
with an effective maturity (as determined by the investment manager) of less
than one year and money market funds.


 


The Fixed Income Portfolio may be invested in
commercial paper rated at the time of investment either A-1 by S&P or P-1
by Moody’s.


 


The Fixed Income Portfolio may be invested in
short-term municipal securities rated at the time of investment either SP-1 by
S&P or MIG1 by Moody’s.


 


The Fixed Income Portfolio may be invested in
“First Tier” securities issued by money market funds that seek to maintain a
stable net asset value. “First Tier” securities are securities that are rated
(or that have been issued by an issuer that is rated with respect to a class of
short-term debt obligations, or any security within that class, comparable in
priority and quality with such securities) in the highest short-term rating
category by at least two NRSROs.  A
single fund may not comprise more than 5% of the Portfolio.


 












(3)   Calculation
of effective duration to be defined by the Investment Advisor in its  sole discretion using current industry
practices.


 


3

















 


VII.         AUTHORIZED INVESTMENTS AND INVESTMENT GUIDELINES –
EQUITY PORTFOLIO


 


Permitted equity investments are common stocks,
convertible preferred stocks and convertible bonds.  All equity securities must be listed on a US stock exchange, and
shall include American Depository Receipts (ADR’s).


 


The Company shall determine the percentage of
assets of the Portfolio to be invested in equity securities and shall determine
the equity strategy to be undertaken by the investment manager.  The Company will notify the investment
manager in writing (e-mail will be sufficient) at least annually of the equity
strategy and target percentage of assets of the Portfolio to be invested in
equity securities.  If the Company fails
to so notify the investment manager in any year, the strategy and target
percentage for such year will remain the same as the strategy and target
percentage for the previous year.


 


The total market value of common stocks,
convertible preferred stocks and convertible bonds issued by any one
corporation, at the time of the investment, may not exceed 1% of the market
value of the Portfolio.


 


The maximum allocation of equity securities to any
industry group, as such groups are determined by the investment manager in its
sole discretion, at the time of investment, may not exceed 10% of the market
value of the Portfolio.


 


VIII.        INVESTMENT GUIDELINES – CAPITAL GAIN AND LOSS
CONSTRAINTS


 


No investment will be sold during a fiscal quarter
without explicit direction of the Chief Operating Officer or other designated officer
if such sale, together with all prior sales and redemptions during the same
period, produces a net capital gain or loss on the Portfolio in excess of an
amount established by the Chief Operating Officer or other designated officer
at the beginning of such fiscal quarter. 
The Company will notify the investment manager in writing (e-mail will
be sufficient) at the beginning of each fiscal quarter, of the level of capital
gain or loss that the investment manager may take without further approval from
the Company.


 


IX.           CURRENCY EXPOSURE


 


The Company shall determine the allocation of its
assets to non-United States dollar denominated securities and the appropriate
level of currency exposure.  Currency
exposure is to be limited to that exposure necessary to hedge loss reserves,
unearned premium reserves and profit commissions.  Speculation of non-US dollar denominated currencies is strictly
prohibited.  Specific allocations to sectors
and issuers must be made consistent with the diversification and credit quality
of US dollar securities.  The Company
will notify the investment manager in writing (e-mail will be sufficient) at
least annually of the currency exposure and allocations.


 


X.            PROHIBITED SECURITIES


 


Unless agreed to in advance and in writing (e-mail
will be sufficient) by the Company, the investment manager will not invest in
the following types of securities:


 


1.             Direct
investments in mortgage loans, except for mortgage backed securities issued by
an agency of the US Government or a US domiciled corporation.


 


4

















 


2.             Interest
only, principal only and inverse floating rate securities.


3.             Direct
investments in real estate.


4.             Private
placement investments.  This includes
but is not limited to securities in which a liquid market is not readily
available.


 


XI.           SECURITIES LENDING


 


Securities lending is prohibited.


 


XII.         PERFORMANCE BENCHMARKS


 


A Performance Benchmark Index will be maintained
for the Fixed Income Portfolio.  The
index will be determined based upon the allowable asset classes, weightings of
selected asset classes and the targeted effective duration of the
portfolio.  The weightings of the index
will be revised from time to time to reflect changes in the targeted structure
of the Fixed Income Portfolio.


 


A Performance Benchmark Index will be maintained
for the Equity Portfolio.  The Company
will notify the investment manager in writing (e-mail will be sufficient) at
least annually of the Performance Benchmark Index for the Equity
Portfolio.  If the Company fails to so
notify the investment manager in any year, the Performance Benchmark Index for
the Equity Portfolio for such year will remain the same as the Performance
Benchmark Index for the Equity Portfolio for the previous year.


 


XIII.        EXCEPTIONS


 


The investment manager will not be held responsible
for any breaches of the foregoing investment guidelines to the extent such
breaches are due to conditions outside the investment manager’s control, such
as market movements or changes to the Portfolio made by the Company.  However, the investment manager must contact
the Chief Operating Officer or other designated officer of the Company within a
reasonable time after becoming aware of any breach to evaluate the need to take
action to remedy such breach.


 


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