EXHIBIT 10.56
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT AGREEMENT effective
as of April 1, 1996 by and among
CENTRE INVESTMENT SERVICES LIMITED, a company incorporated
under the laws of Bermuda ("CIS");
ZURICH CENTRE INVESTMENTS LIMITED, a company incorporated
under the laws of Bermuda ("ZCI");
HOME HOLDINGS INC., a company incorporated under the laws of
Delaware ("Home Holdings");
THE HOME INSURANCE COMPANY, a stock insurance company
domiciled in New Hampshire ("Home");
U.S. INTERNATIONAL REINSURANCE COMPANY, a stock re-insurance
company domiciled in New Hampshire ("USIre");
THE HOME INSURANCE COMPANY OF ILLINOIS, a stock insurance
company previously domiciled in New Hampshire and subsequently
merged into Home ("Home Illinois");
THE HOME INSURANCE COMPANY OF WISCONSIN, a stock insurance
company previously domiciled in New Hampshire and subsequently
merged into Home ("Home Wisconsin") (Home (which now includes
Home Illinois and Home Wisconsin) and USIre are hereinafter
collectively referred to as the "Insurers"). (Home Holdings and
the Insurers are hereinafter referred to collectively as the
"Companies"); and
ZURICH INVESTMENT MANAGEMENT, INC., a company incorporated
under the laws of Delaware ("ZIM").
WHEREAS, the INVESTMENT MANAGEMENT AGREEMENT, dated as of
June 12, 1995 (the "Agreement") was entered into by and among
CIS, ZCI and the Companies.
WHEREAS, the parties desire to have ZIM be made a party to
the Agreement effective as of April 1, 1996;
WHEREAS, this Amendment No. 1 to the Agreement (the
"Amendment") is made pursuant to Section 22 of the Agreement and
is intended to permit CIS to appoint ZIM as its sub-manager to
carry out certain duties and responsibilities of CIS under the
Agreement as CIS may designate in its discretion;
WHEREAS, the New Hampshire Department of Insurance (the
"Department") has an interest in the full and complete
performance of this Agreement by the parties hereto, and the
Department has consented to this Amendment by affixing the
signature of its representative;
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Definitions. All capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned
to them in the Agreement.
Section 2. Addition of ZIM. Effective as of April 1, 1996,
ZIM shall be added as an additional party to the Agreement and
shall be responsible under the Agreement for all of the duties,
obligations and agreements of CIS to the same extent as CIS,
including without limitation the obligations set forth in
Sections 9 and 11 of the Agreement. In the discretion and at the
direction of CIS, ZIM shall act as a sub-manager of CIS and shall
provide funds management services according to, and in full
compliance with, the terms and provisions contained in the
Agreement. ZIM and CIS shall be jointly and severally liable
with respect to all actions taken by ZIM in its capacity as sub-
manager on behalf of CIS, under the terms and in accordance with
the Agreement. ZCI hereby covenants and agrees with the
Companies to ensure that ZIM will have sufficient resources
adequately to perform its obligations under the Agreement.
Section 3. Authority of Parties; No Change in Fees. Each
of CIS and ZIM has all necessary corporate authority to enter
into this Amendment and the Agreement and each has (and in the
case of ZIM has had at all times since April 1, 1996) all
regulatory power and authority to perform their respective
obligations hereunder and thereunder. The fees payable by the
Companies under the Agreement pursuant to Section 5 thereof shall
remain the same notwithstanding the addition of ZIM as a party to
the Agreement.
Section 4. Third Party Beneficiaries. This Agreement is
not intended to confer on any person other than the parties
hereto any rights or remedies hereunder, except that the
Commissioner of Insurance for the State of New Hampshire or his
designee is granted third party beneficiary rights to enforce the
Companies rights under this Agreement.
Section 5. Notices to ZIM. Notices pursuant to Section 17
of the Agreement shall be sent to ZIM as follows:
To ZIM: Zurich Investment Management, Inc.
000 Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention - President
Telephone: (000) 000-0000
Telecopy No.: (000) 000-0000
Section 6. Status of Agreement. This Amendment is limited
solely for the purposes and to the extent expressly set forth
herein and nothing contained herein or implied shall constitute
an amendment or waiver of any other term, provision or condition
of the Agreement and each of the parties by their execution
hereof ratifies and confirms its rights and obligations under the
Agreement as amended hereby all of which shall remain in full
force and effect.
Section 7. References to the Agreement. References in this
Amendment and the Agreement and words therein of similar import,
shall be deemed references to the Agreement as amended hereby and
further amended from time to time in accordance with the
requirements of the Agreement.
Section 8. Counterparts. This Amendment may be executed in
any number of counterparts, all of which taken together shall
constitute one Amendment, and any of the parties hereto may
execute this Amendment by signing such a counterpart.
Section 9. Effectiveness. This Amendment shall become
effective as of the dates noted herein upon the execution and
delivery by each party hereto of a counterpart hereof.
IN WITNESS WHEREOF, the parties have executed this Amendment
No. 1 to the Investment Management Agreement to be effective as
of the date noted above.
CENTRE INVESTMENT SERVICES LIMITED
By: /s/ Xxxxxxxxx Xxxxxxxxxxx
Name: Xxxxxxxxx Xxxxxxxxxxx
Title: Vice President - Manager
of Investment Operations
ZURICH CENTRE INVESTMENTS LIMITED
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
HOME HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title:
THE HOME INSURANCE COMPANY FOR
ITSELF AND AS SUCCESSOR BY MERGER
TO THE HOME INSURANCE COMPANY OF
ILLINOIS AND THE HOME INSURANCE
COMPANY OF WISCONSIN
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title:
U.S. INTERNATIONAL REINSURANCE
COMPANY
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title:
ZURICH INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Managing Director
Accepted and Agreed for
the New Hampshire
Department of Insurance:
By: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
