March 30, 2007 BlackRock Financial Management, Inc.
Exhibit 10.22
Xxxxx 00, 0000
XxxxxXxxx Financial Management, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
We refer to the Investment Manager Agreement dated as of October 31, 2005 (the “Agreement”) between GeoVera Holdings, Inc. (“GeoVera”) and BlackRock Financial Management, Inc. (“BlackRock”).
GeoVera and BlackRock hereby agree to amend the Agreement to add as parties three subsidiaries of GeoVera (the “Subsidiaries”), for which GeoVera will be acting under the Agreement (and with respect to which GeoVera hereby represents and warrants to BlackRock that it has the authority to act), such Subsidiaries to be included within the defined term “Company” used within the Agreement, and such Subsidiaries are Pacific Select Property Insurance, GeoVera Insurance Company and GeoVera Specialty Insurance Company (formerly USF&G Specialty Insurance Company). In addition, GeoVera and BlackRock hereby agree to amend Section 3 of the Agreement, effective as of the date hereof, by deleting the third sentence thereof and replacing it with the following:
“The Company does hereby delegate to the Manager all of its powers, duties and responsibilities with regard to such investment and reinvestment and hereby appoints the Manager as its agent in fact with full authority to buy, sell or otherwise effect investment transactions involving the assets in its name and for the Account; provided, however, that the sale of any securities which have a fair value which is less than the amortized book value at the date of the proposed sale must be approved by either the Company’s CFO or Treasurer, in writing. Such persons will have two (2) trading hours to respond to such requests in writing. If a decision on the sale is not received within the two (2)-hour window the sale shall not be deemed approved. If the sale is still recommended by the Manager a follow-on request should be sent for approval as aforesaid.”
GeoVera also desires to change the changes persons identified in Section 11 of the Agreement who are authorized on its behalf to give directions to BlackRock and to change the recipient of additional copies of notices under the Agreement. Accordingly, effective as of the date hereof, such persons identified in Section 11 are:
| Name |
Title | |
| Xxxxx Xxxx |
President, CEO | |
| Xxxxx Xxxxxxx |
Senior Vice President, CFO | |
| Xxxxxx Xxxxxx |
Treasurer |
In addition, GeoVera’s notice address with respect to the recipient of copies of any notices under the Agreement is
Xxxxxxx Xxxxxxxx, General Counsel
GeoVera Holdings, Inc.
0000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
or by facsimile: 000-000-0000
As so amended the Agreement is hereby approved, ratified and confirmed in all respects.
Please acknowledge your agreement with the foregoing by signing both original versions of this letter in the space provided below, and return one to the undersigned and retain the other for your records.
| Very truly yours,
GeoVera Holdings, Inc., for itself and each of the Subsidiaries defined above | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President, CFO | |
Agreed to and Accepted:
BlackRock Financial Management, Inc.
| By: | /s/ Soei Shin | |
| Name: | Soei Shin | |
| Title: | Vice President | |
