FIRST AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Exhibit 10.8
FIRST AMENDMENT TO
INVESTMENT MANAGEMENT AGREEMENT
THIS FIRST AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT dated as of August 15, 2011 (“this Amendment”) is entered into between WHITE MOUNTAINS ADVISORS LLC, a Delaware limited liability company (the “Advisor”), ONEBEACON INSURANCE GROUP, LTD., an exempted limited liability company organized under the laws of Bermuda (the “Client”), and ONEBEACON SPECIALTY INSURANCE COMPANY, a Pennsylvania corporation, HOMELAND INSURANCE COMPANY OF PENNSYLVANIA, a Pennsylvania corporation, OBI NATIONAL INSURANCE COMPANY, a Pennsylvania corporation, and HOMELAND INSURANCE COMPANY OF DELAWARE, a Delaware corporation (collectively, the “New Companies”), and ONEBEACON LLOYD’S OF TEXAS, a Texas Lloyd’s association, and ONEBEACON LLOYD’S, INC., a Texas corporation (collectively, the “Former Companies”).
WHEREAS, the Advisor, the Client and the Affiliated Companies are parties to an Investment Management Agreement dated as of October 1, 2010 (the “Investment Management Agreement”) (all terms used herein and not otherwise defined having the meanings set forth in the Investment Management Agreement); and
WHEREAS, the New Companies have been incorporated recently and have become or will become affiliates of the Client; and
WHEREAS, the Former Companies”, which were Affiliated Companies under the Investment Management Agreement, have been liquidated and dissolved and are no longer affiliates of the Client; and
WHEREAS, the Client and the Advisor desire to add the New Companies as Affiliated Companies under, and to sever the Former Companies from, the Investment Management Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree that the Investment Management Agreement is hereby amended as follows:
1. The New Companies are hereby added to the Investment Management Agreement as Affiliated Companies as of the date hereof in accordance with the provisions of Section 17 thereof, after which each New Company shall be treated for all purposes as an “Affiliated Company” under the Investment Management Agreement.
2. The Former Companies are hereby severed from the Investment Management Agreement as of June 30, 2011 in accordance with the provisions of Section 17 thereof, after which neither Former Company shall be treated as a party to the Investment Management Agreement.
3. Schedule B to the Investment Management Agreement is hereby updated to read in its entirety as set forth in Schedule B to this Amendment.
4. Except as expressly modified by this Amendment, the Investment Management Agreement is hereby ratified and confirmed in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the day and year first above written.
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ADVISOR: |
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CLIENT: | ||
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WHITE MOUNTAINS ADVISORS LLC |
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ONEBEACON INSURANCE GROUP, LTD. | ||
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By |
/s/Xxxxx X. Xxxxxxx |
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By |
/s/Xxxx X. Xxxxxxxx |
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Xxxxx X. Xxxxxxx |
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Xxxx X. Xxxxxxxx |
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Chief Compliance Officer and Secretary |
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Secretary and Associate General Counsel |
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NEW COMPANIES: |
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ONEBEACON SPECIALTY INSURANCE COMPANY |
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HOMELAND INSURANCE COMPANY OF PENNSYLVANIA | ||
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By |
/s/Xxxx X. Xxxxx |
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By |
/s/Xxxx X. Xxxxx |
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Xxxx X. Xxxxx |
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Xxxx X. Xxxxx |
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Vice President and Treasurer |
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Vice President and Treasurer |
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OBI NATIONAL INSURANCE COMPANY |
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HOMELAND INSURANCE COMPANY OF DELAWARE | ||
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By |
/s/Xxxx X. Xxxxx |
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By |
/s/Xxxx X. Xxxxx |
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Xxxx X. Xxxxx |
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Xxxx X. Xxxxx |
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Vice President and Treasurer |
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Vice President and Treasurer |
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FORMER COMPANIES: |
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ONEBEACON LLOYD’S OF TEXAS |
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ONEBEACON LLOYD’S, INC. | ||
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By ONEBEACON LLOYD’S, INC., |
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Its Attorney-in-Fact |
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By |
/s/Xxxxxx X. Xxxxx |
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By |
/s/Xxxxxx X. Xxxxx |
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Xxxxxx X. Xxxxx |
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Xxxxxx X. Xxxxx |
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Secretary |
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Secretary |
SCHEDULE B
AFFILIATED COMPANIES
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MILL SHARES HOLDINGS (BERMUDA) LTD. |
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ONEBEACON HOLDINGS (GIBRALTAR) LIMITED |
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ONEBEACON HOLDINGS (LUXEMBOURG) S.A.R.L. |
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WM BELVAUX (LUXEMBOURG) S.A.R.L. |
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ONEBEACON INVESTMENTS (LUXEMBOURG) S.A.R.L. |
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XX XXXXXX (LUXEMBOURG) S.A.R.L. |
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WM Kehlen (Luxembourg) S.A.R.L. |
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WM Queensway (Gibraltar) Limited |
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OneBeacon Insurance Group LLC |
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OneBeacon U.S. Enterprises Holdings, Inc. |
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OneBeacon U.S. Financial Services, Inc. |
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OneBeacon U.S. Holdings, Inc. |
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Atlantic Specialty Insurance Company |
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AutoOne Insurance Company |
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AutoOne Select Insurance Company |
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The Camden Fire Insurance Association |
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The Employers’ Fire Insurance Company |
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Essentia Insurance Company |
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Homeland Insurance Company of Delaware |
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Homeland Insurance Company of New York |
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Homeland Insurance Company of Pennsylvania |
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The Northern Assurance Company of America |
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OBI National Insurance Company |
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OneBeacon America Insurance Company |
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OneBeacon Insurance Company |
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OneBeacon Midwest Insurance Company |
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OneBeacon Specialty Insurance Company |
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Pennsylvania General Insurance Company |
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Potomac Insurance Company |
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Traders & General Insurance Company |
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OneBeacon Charitable Trust |
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A.W.G. Xxxxx, Inc. |
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AutoOne Insurance Agency, Inc. |
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EBI Claims Services, LLC |
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National Marine Underwriters, Inc. |
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OneBeacon Entertainment, LLC |
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OneBeacon Professional Insurance, Inc. |
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OneBeacon Risk Management, Inc. |
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OneBeacon Services, LLC |
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OneBeacon Sports and Leisure, LLC |
