Consulting Agreement between Triad Guaranty Entities and Collateral Mortgage, Ltd. (December 9, 2004)
Triad Guaranty Inc., Triad Guaranty Insurance Corporation, and Triad Guaranty Assurance Company have entered into a one-year consulting agreement with Collateral Mortgage, Ltd. Under this agreement, Collateral Mortgage will advise the companies and their investment committee on their new relationship with Conning Asset Management, including monitoring investment strategies and participating in monthly calls. Collateral Mortgage will be paid $100,000 in quarterly installments. The agreement starts around January 1, 2005, can be renewed by mutual consent, and may be terminated by any party with 30 days' written notice.
Exhibit 10.27 — CONSULTING AGREEMENT
THIS AGREEMENT is made as of the 9th day of December 2004 by and between TRIAD GUARANTY INC., a Delaware corporation (“TGI”), TRIAD GUARANTY INSURANCE CORPORATION, an Illinois corporation (“TGIC”), TRIAD GUARANTY ASSURANCE COMPANY, an Illinois corporation (“TGAC”) and COLLATERAL MORTGAGE, LTD., an Alabama Limited Partnership (“CML”). TGI, TGIC and TGAC may be referred to individually as “Company” or collectively as “Companies”.
WHEREAS, TGI, TGIC and CML entered into an Investment Advisory Agreement on or about February 1, 1998; and
WHEREAS, TGI, TGIC and CML have agreed to terminate said Investment Advisory Agreement and have done so by letter dated December 9, 2004; and
WHEREAS, TGI, TGIC, TGAC and CML desire to enter into this Consulting Agreement (“Agreement”) to memorialize the terms of their agreement.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
| 1. | TGI, TGIC and TGAC have entered into an Asset Management Agreement with Conning Asset Management Company (“Conning”) on or about December 9, 2004. | |||
| 2. | As a result of the above referenced Asset Management Agreement, the Companies desire that CML become an advisor to management of the Companies and an advisor to the Investment Committee and Board of Directors of TGI with respect to the newly formed relationship with Conning. | |||
| 3. | CML will monitor and provide advice and counsel regarding the investment strategy and tactics of Conning. | |||
| 4. | CML will participate in the strategy that Companies and Conning desire to initiate in their business dealings, including, but not limited to, changes in liquidity, changes in term, and strategic and tactical changes in portfolio management during the onset of the Companies’ and Conning’s relationship. | |||
| 5. | CML will review Conning’s actual results compared to predetermined benchmarks. | |||
| 6. | CML will participate in monthly conference calls with Conning and Companies. | |||
| 7. | Companies will pay CML a total of One Hundred Thousand Dollars ($100,000) in equal quarterly installments of Twenty-Five Thousand Dollars ($25,000). | |||
| 8. | This Agreement will be for a term of twelve (12) months beginning on or about January 1, 2005. Upon the mutual agreement of the Parties, the term may be renewed for an additional twelve (12) months or a shorter term. | |||
| 9. | This Agreement may be terminated by any party at any time by giving thirty (30) days written notice to the other parties. | |||
| 10. | This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. | |||
IN WITNESS WHEREOF, the parties have executed this Agreement effective the 9th day of December, 2004.
TRIAD GUARANTY INC.
By: /S/ Ron Kessinger
TRIAD GUARANTY INSURANCE CORPORATION
By: /S/ Ron Kessinger
TRIAD GUARANTY ASSURANCE CORPORATION
By: /S/ Ron Kessinger
FOR COLLATERAL MORTGAGE, LTD.
By: /S/ Cheryl R. Stone
Its: Senior Vice President & Chief Financial Officer
