Exhibit 10.15


 


SERVICE AGREEMENT


 


This Service Agreement (this
“Agreement”) is entered into as of January 1, 2003, by and between ACE Guaranty
Corp., a Maryland domiciled insurance company (“AGC”) and ACE Asset Management
Inc., a Delaware company (“AAM”).


 


WHEREAS, AGC has leased office space at 1325
Avenue of the Americas, New York, NY and AGC maintains a staff of professional
executives and administrative and clerical personnel; and


 


WHEREAS, AAM requires office space and
certain support services in order to conduct its business, and AGC desires to
provide such office space and services; and


 


NOW, THEREFORE, in consideration of the
mutual benefits to be derived, the parties hereto hereby agree as follows:


 


1.                                       AGC will make available such office space and
services, including legal, human resources, data processing, accounting and tax
planning services to AAM as are needed and requested by AAM.  Under no circumstances shall any member of
AGC’s staff be granted any authority pursuant to this Agreement to make investment
or business decisions on behalf of AAM or otherwise make any legally binding
commitments on behalf of AAM.


 


2.                                       AGC’s staff members who provide services to
AAM hereunder will remain, for all purposes, the employees of AGC and will be
instructed to provide the services to AAM with the same degree of care and
diligence as they would exercise in the performance of the same or similar
services to AGC.


 


3.                                       AGC shall compensate its staff members who
provide such services to AAM on the same basis as they are customarily
compensated for the performance of their regular duties to AGC.  AAM shall not make any direct payment of any
kind to, or compensate in any manner, the staff members of AGC whose services
are provided to it.


 


4.                                       AAM shall remain the sole owner of all
records, documents and other work products developed, utilized or maintained
for it by ACC’s staff.


 


5.                                       Each party hereto shall have the right to
conduct up to four audits per year of such books, records and accounts of the
other party as are reasonably necessary to confirm compliance by such other
party with the terms hereof upon giving reasonable notice of its intent to
conduct such an audit.  In the event of
such audit, the party being audited shall give to the party requesting the
audit reasonable cooperation and access to all books, records and accounts
necessary to the audit.


 


6.                                       In consideration of the office space and
services provided by AGC, AAM shall pay to AGC, monthly in arrears, (x) an
amount equal to 8% of each expense item listed on Exhibit A hereto paid by AGC,
plus (y) an amount equal to 13% of each expense item listed on Exhibit B hereto
paid by AGC (each, an “Expense Item”); provided, however, if the parties
mutually agree that an Expense Item relates only to a company other than AAM,
no amount shall be payable hereunder in respect of such Expense Item; provided,
further, if the parties mutually agree that an Expense Item relates only to
AAM, an


 

















 


amount
equal to 100% of such Expense Item shall be payable hereunder, plus (z) a
service fee equal to $16,667.00.


 


7.                                       AGC shall provide ACRO with a written
accounting of amounts due pursuant to paragraph 6 hereof within ten days
following the end of each month. ACRO shall pay all amounts due to AGC within
fifteen days after receipt of such accounting.


 


8.                                       Should an irreconcilable difference of
opinion between the parties arise as to the interpretation of any matter
respecting this Agreement, such difference shall be submitted to arbitration as
the sole remedy available to the parties. 
Such arbitration shall be conducted in the accordance with the rules of
the American Arbitration Association, and the arbitration shall take place in
New York City.


 


9.                                       This Agreement shall be effective as of
January 1, 2003 and shall terminate sixty days following written notice given
by any party to the other parties of its intent to terminate this Agreement.


 


10.                                 This Agreement shall be governed by and
interpreted in accordance with the laws of the State of New York.


 


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


 


12.                                 This Agreement shall be binding upon all
successors, assignees and transferees of the parties to this Agreement;
provided, however, that neither this Agreement nor any rights or obligations
under this Agreement may be assigned or transferred by any party without the
prior written consent of the other parties.


 


13.                                 This Agreement constitutes and sets forth the
entire agreement and understanding of the parties pertaining to the subject
matter hereof.  All amendments or
modifications hereto shall be in writing and signed by all of the parties.


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.


 


	
  ACE GUARANTY CORP.

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Geraldine Alfino Egler

  	
   

  
	
   

  	
  Name:

  	
  Geraldine
  Alfino Egler

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  General Counsel

  
	
   

  
	
  ACE ASSET MANAGEMENT INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Richard
  Bradley

  	
   

  
	
   

  	
  Name:

  	
  Richard
  Bradley

  
	
   

  	
  Title:

  	
  Chief
  Operating Officer

  
				



 


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EXHIBIT A


 


EXPENSE ITEMS


 


	
  Other
  Employee Welfare

  	
  6042110000

  	
   

  
	
  Pension Plan
  Administration Fee

  	
  6042910020

  	
   

  
	
  Non-Qualified
  Profit Share Exp

  	
  6039610070

  	
   

  
	
  401k Saving
  Plan

  	
  6042810000

  	
   

  
	
  Outside Services - All
  Other

  	
  6061710020

  	
   

  
	
  Depreciation
  Furniture

  	
  6049110000

  	
   

  
	
  Depreciation
  Edp

  	
  6050110000

  	
   

  
	
  Depreciation
  Software

  	
  6050310000

  	
   

  
	
  Printing

  	
  6051110030

  	
   

  
	
  Office
  Supplies

  	
  6051110000

  	
   

  
	
  Publications

  	
  6051110020

  	
   

  
	
  Postage

  	
  6052110000

  	
   

  
	
  Telephone

  	
  6052310000

  	
   

  
	
  Outsourcing
  Mail

  	
  6052110050

  	
   

  
	
  Air Freight

  	
  6052110020

  	
   

  
	
  Outside Ins
  Carrier

  	
  6044110040

  	
   

  
	
  Insurance
  Misc. Exp

  	
  6044110020

  	
   

  
	
  Online
  Searches

  	
  6051110080

  	
   

  
	
  Repairs
  & Maintenance

  	
  6048110040

  	
   

  
	
  Outside
  Services All Other

  	
  6061710020

  	
   

  
	
  Consulting -
  Inform Tech

  	
  6061410010

  	
   

  
	
  Healthcare
  Benefits

  	
  6043010010

  	
   

  
	
  Life
  Insurance

  	
  6043010000

  	
   

  
	
  Disability
  Benefits

  	
  6043010020

  	
   

  
	
  Temporary
  Help

  	
  6061110000

  	
   

  
	
  Consulting

  	
  6061410090

  	
   

  
	
  Charitable
  Contributions

  	
  6066210000

  	
   

  
	
  Misc. Prof
  Fees

  	
  6061710020

  	
   

  
	
  Computer
  Forms

  	
  6051110050

  	
   

  
	
  Hardware/Soft
  Maintenance

  	
  6050610000

  	
   

  
	
  Software
  Purchases

  	
  6050410010

  	
   

  



 


4

















 


EXHIBIT
B


 


EXPENSE
ITEMS


 


	
  Rent

  	
  6048110000

  	
   

  
	
  Utilities

  	
  6048110020

  	
   

  
	
  Rent Related Property Tax

  	
  6048110100

  	
   

  
	
  Repairs and Maintenance

  	
  6048110050

  	
   

  
	
  Furniture & Equipment
  Maintenance

  	
  6049210010

  	
   

  
	
  Furniture & Fixture
  Purchase

  	
  6049210000

  	
   

  



 


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