INVESTMENT MANAGEMENT AGREEMENT
Witnesseth this AGREEMENT, effective October 15, 1999 by and between the PXRE
REINSURANCE LTD. (the "Client") and PHOENIX INVESTMENT COUNSEL, INC (the
"Manager") a corporation organized pursuant to the laws of The Commonwealth of
Massachusetts, with its home office at 56 Prospect Street, Hartford,
Connecticut.
In consideration of the mutual covenants contained herein, the parties hereto
agree as follows:
1. APPOINTMENT OF MANAGER
Client hereby engages the Manager and delegates to the Manager the power to
manage (including the power to acquire or dispose of), in accordance with the
terms and conditions of this Agreement, the assets of the Account. The "Account"
shall mean the assets of the Client which are acceptable to the Manager and
which by notice given to the Manager are placed in the Account, and the
investments and reinvestments of, and all income earned by, or distributions
received with respect to, any assets in the Account, subject to the provisions
of paragraph 3 of this Agreement.
Client agrees to provide Manager with written notice of additions to, and
withdrawals from, the Account.
2. ACCEPTANCE BY MANAGER
The Manager hereby acknowledges and agrees to the engagement provided in
paragraph 1 hereof, and acknowledges and warrants that it is duly registered
with the Securities and Exchange Commission as an investment adviser under the
Investment Advisers Act of 1940.
3. INVESTMENT DIRECTION
The Client's fundamental investment policies and any applicable investment
guidelines are set forth in Part I of Schedule A attached hereto and made a part
hereof. The Client hereby directs the Manager to select investments for the
Account in compliance with such policies and in accordance with such guidelines.
All interest payments and other distributions with respect to any security or
other property in the Account shall be reinvested, unless Client provides
written notice to the contrary to Manager.
Upon receiving written notice from the Client that a specified cash amount is
required from the Account, the Manager shall liquidate such portion of the
Account as may be necessary to provide the specified cash amount. The Manager
shall in its sole discretion select the assets of the Account to be liquidated
in such event, provided that the investment guidelines set forth in Schedule A
shall be complied with to the extent possible after giving effect to such
liquidation. The directions contained herein may be modified at any time by the
Client by notice in writing to the Manager.
4. CUSTODY OF SECURITIES
The Client will establish and maintain a custody account with a custodian
("Custodian") acceptable to the Manager for all assets in the Account. The
Client agrees to give the Manager at least thirty (30) days' written notice of
any change of Custodian.
5. MANAGER'S AUTHORITY
Subject to the provisions of paragraph 3 and Schedule A of this Agreement, the
Manager is authorized by the Client to invest, sell and reinvest the assets of
the Account as it deems appropriate. The Manager is not authorized to take
physical possession of the assets of the Account; and the Custodian shall have
sole responsibility for holding and safekeeping the assets. The Custodian shall
make settlement of purchases and sales of such assets upon orders placed by the
Manager pursuant to the Custodian's established operating procedures. The
Manager shall promptly notify the Custodian in writing of any purchase or sale
made for the Account.
The Manager shall select brokers and dealers for any purchase or sale of assets
of the Account. The Manager may, in the allocation of portfolio brokerage
business and the payment of brokerage commissions, consider the brokerage and
research services furnished the Manager by brokers and dealers, in accordance
with the provisions of Section 28(e) of the Securities Exchange Act of 1934, as
amended.
The Manager will not be required to take any action, or render any advice, with
respect to the voting of any of the securities in the Account and Client agrees
to be solely responsible for the voting of any such securities and for any
required recordkeeping with respect thereto.
6. DOCUMENTATION TO BE FURNISHED
The Manager shall keep accurate and detailed accounts of any investments,
receipts and disbursements, and other transactions hereunder, and all such
accounts and the books and records relating thereto shall be open to inspection
at all reasonable times by the Client and by any other person entitled by law to
inspect such records.
Upon written request, the Manager will make available to the Client any
information in the Manager's possession which may be required by the Client in
fulfilling any reporting, disclosure, or recordkeeping obligation imposed on the
Client by applicable law.
7. APPRAISAL; DETERMINATIONS OF VALUE
The Manager will provide the Client with an appraisal of the Account as of the
last day of each calendar quarter on which the New York Stock Exchange is open
(the "Appraisal Date") during the term of this Agreement. Such appraisal shall
include a written statement of each individual asset held in the Account on the
Appraisal Date.
8. COMPENSATION TO MANAGER
In consideration of the services to be performed by Manager pursuant to the
terms of this Contract, the Client will pay to Manager compensation in
accordance with the attached Schedule A, Part II based upon the value of the
funds, securities and other assets subject to this Contract, as of the calendar
quarter end, which compensation will be charged quarterly in arrears directly to
the Client. Securities and other assets will, for purpose of determining
compensation to Manager, be valued at market value or, in absence of market
value, at fair value as determined in good faith by Manager.
9. ASSIGNMENT
No assignment (as the term is defined in the Investment Adviser's Act of 1940)
of this Agreement shall be made by the Manager without the consent of the
Client.
10. RENEWAL AND TERMINATION
This contract may be terminated by either the Client or the Manager upon written
notice of such termination delivered to the other party at least 30 days prior
to the end of any quarterly period.
11. LIABILITY OF MANAGER
Client specifically acknowledges and agrees that except for loss resulting from
negligence, misfeasance, bad faith or reckless disregard on the part of the
Manager in performance of its duties hereunder, neither Manager or any of the
Manager's officers, directors, shareholders, agents or employees shall be liable
hereunder for any action taken or not taken in providing services hereunder.
12. OTHER AGREEMENTS AND OBLIGATIONS
It is understood that the Manager may have advisory or other contracts with
other persons, firms, or organizations (some of which may have investment
policies similar to those of the Account) and may have other interests and
businesses. In these connections the Manager may acquire information of a
confidential nature. The Client agrees that the Manager shall not be required to
provide investment advice or take any other action on behalf of the Account with
respect to any particular investment if such action by the Manager would involve
a violation of law. All information and advice furnished by either party to this
Agreement shall be treated as confidential and shall not be disclosed to third
parties except as required by law.
The Manager may act as investment adviser to other clients and may give advice,
and take action, with respect to any of those clients that may differ from the
advice given, or the timing or nature of action taken, with respect to the
Account. The Manager shall have no obligation to purchase or sell for Client, or
to recommend for purchase or sale by Client, any security that the Manager, its
principals, affiliates or employees may purchase for themselves or for any other
clients.
13. NOTICES
All notices and instructions with respect to any matters contemplated by this
Agreement shall be deemed duly given when delivered in writing to the addresses
below or when deposited by first-class mail addressed as follows:
(a) To Client:
James F. Dore
PXRE Reinsurance Ltd.
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
b) To Manager:
Nancy Engberg, VP General Counsel
Phoenix Investment Counsel, Inc.
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115
14. AUTHORITY TO PERFORM
Each of the parties to this Agreement hereby represents that it is duly
authorized and empowered to execute, deliver, and perform this Agreement and the
transactions contemplated hereby, that such actions do not conflict with or
violate any provision of law or contract.
15. GOVERNING LAW
The laws of the State of Connecticut shall control all matters relating to this
Agreement and shall apply to the extent not preempted by Federal law.
16. MISCELLANEOUS
Client hereby acknowledges receipt of Adviser's brochure as required by Rule
204-3 under the Investment Advisers Act of 1940 prior to or on the date of the
execution of this Contract. If the Client has received said brochure less than
forty-eight hours prior to the execution of this Contract, the Client shall have
the option to terminate this Contract without penalty within five business days
after the date of execution; provided, however, that any investment action taken
by Adviser with respect to the Account prior to the effective date of such
termination shall be at the Client's risk.
This Agreement is the entire agreement of the parties with respect to management
of the assets in the Account and subject to the terms of paragraph 9, may not be
amended except by a writing signed by the parties.
This Agreement shall be effective as of the day and year first above written.
PXRE REINSURANCE LTD. PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Gerald L. Radke By: James K. Salonia
_______________________________ _______________________________
Title: President Title: Vice President
___________________________ ____________________________
Date: October 14, 1999 Date: November 1, 1999
_____________________________ ____________________________
WITNESS /s/ F. Sedgwick Browne
Attachment: Schedule A, Parts I and II
SCHEDULE A, PART I
INVESTMENT OBJECTIVES AND GUIDELINES
ATTACHMENT
PXRE REINSURANCE LTD.
STATEMENT OF INVESTMENT OBJECTIVES AND GUIDELINES
DATED 10-14-99
____________________
Investment Policy
Scope: This policy would cover the investment portfolio of PXRE Reinsurance,
Ltd., PXRE Group Ltd. and PXRE (Barbados) Ltd.
Investment Limitations:
1. No more than 5% of opening admitted assets (or Bermuda equivalent) in any
single issuer.
a. except, where a fund or limited partnership consisting of a
diversified portfolio of stocks, bonds, equities or other instruments;
a maximum of up to 10% in such fund or limited partnership.
b. except, there shall be no limit on U.S. Treasury Securities or such
investments guaranteed by the U.S. government (i.e., FNMA, GNMA,
etc).
c. No more than 30% can be invested in securities of any country (other
than the United States) except where such investments are used to
match with liabilities denominated in the same currency.
2. No more than 80% of the portfolio shall be in equity or limited
partnership investments.
3. No more than 20% of the portfolio can be invested in below investment
grade bonds as defined as below Baa S&P or equivalent for other rating
agencies.
4. Exceptions can be made so long as the sum of all exceptions to the above
policy statements does not exceed 15% of opening assets.
5. No more than 25% of the investments should be in mortgage or asset backed
securities.
Other Limitations:
Short Term Investments -- All short term investments should be in instruments
which are A2/P2 or better.
SCHEDULE A, PART II
INVESTMENT MANAGER COMPENSATION
The Manager shall be paid a fee as specified below by the Client as full
compensation for services rendered under the Investment Manager Agreement
effective October 15, 1999.
Upon presentation of an invoice by the Manager, after the close of each quarter,
the Client shall pay the Manager a management fee which shall be calculated on
the value of the assets of the Account and paid at one-fourth of the following
annual fee rate:
All Assets..................................................0.125%
subject to a minimum quarterly fee of $6,250.
For purposes of the calculation of the fee, the value of the securities
(including all cash and cash equivalents) in the Account shall be determined as
of the Appraisal Date at the end of each calendar quarter. If the Manager shall
serve for less than the whole of any calendar quarter, its compensation shall be
determined as provided above on the basis of the value of assets in the Account
on the date of termination and shall be payable on a pro rata basis for the
period of the calendar quarter for which it has served as Manager hereunder. In
the event funds are contributed to or withdrawn from the Account during the
calendar quarter, the amount of the management fee then due shall be prorated
proportionately.