EX-10.8 3 a12-1085_1ex10d8.htm EX-10.8

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.

ADVISOR: |  | CLIENT:
WHITE MOUNTAINS ADVISORS LLC |  | ONEBEACON INSURANCE GROUP, LTD.
By | /s/Doris M. Schmidt |  | By | /s/Jane E. Freedman
| Doris M. Schmidt |  |  | Jane E. Freedman
| Chief Compliance Officer and Secretary |  |  | Secretary and Associate General Counsel
NEW COMPANIES: |  |
ONEBEACON SPECIALTY INSURANCE COMPANY |  | HOMELAND INSURANCE COMPANY OF PENNSYLVANIA
By | /s/Todd C. Mills |  | By | /s/Todd C. Mills
| Todd C. Mills |  |  | Todd C. Mills
| Vice President and Treasurer |  |  | Vice President and Treasurer
OBI NATIONAL INSURANCE COMPANY |  | HOMELAND INSURANCE COMPANY OF DELAWARE
By | /s/Todd C. Mills |  | By | /s/Todd C. Mills
| Todd C. Mills |  |  | Todd C. Mills
| Vice President and Treasurer |  |  | Vice President and Treasurer

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FORMER COMPANIES: |  |
ONEBEACON LLOYD’S OF TEXAS |  | ONEBEACON LLOYD’S, INC.
By ONEBEACON LLOYD’S, INC., |  |
Its Attorney-in-Fact |  |
By | /s/Dennis R. Smith |  | By | /s/Dennis R. Smith
| Dennis R. Smith |  |  | Dennis R. Smith
| Secretary |  |  | Secretary

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SCHEDULE B

AFFILIATED COMPANIES

MILL SHARES HOLDINGS (BERMUDA) LTD.
ONEBEACON HOLDINGS (GIBRALTAR) LIMITED
ONEBEACON HOLDINGS (LUXEMBOURG) S.A.R.L.
WM BELVAUX (LUXEMBOURG) S.A.R.L.
ONEBEACON INVESTMENTS (LUXEMBOURG) S.A.R.L.
WM FINDEL (LUXEMBOURG) S.A.R.L.
WM Kehlen (Luxembourg) S.A.R.L.
WM Queensway (Gibraltar) Limited
OneBeacon Insurance Group LLC
OneBeacon U.S. Enterprises Holdings, Inc.
OneBeacon U.S. Financial Services, Inc.
OneBeacon U.S. Holdings, Inc.
Atlantic Specialty Insurance Company
AutoOne Insurance Company
AutoOne Select Insurance Company
The Camden Fire Insurance Association
The Employers’ Fire Insurance Company
Essentia Insurance Company
Homeland Insurance Company of Delaware
Homeland Insurance Company of New York
Homeland Insurance Company of Pennsylvania
The Northern Assurance Company of America
OBI National Insurance Company
OneBeacon America Insurance Company
OneBeacon Insurance Company
OneBeacon Midwest Insurance Company
OneBeacon Specialty Insurance Company
Pennsylvania General Insurance Company
Potomac Insurance Company
Traders & General Insurance Company
OneBeacon Charitable Trust
A.W.G. Dewar, Inc.
AutoOne Insurance Agency, Inc.
EBI Claims Services, LLC
National Marine Underwriters, Inc.
OneBeacon Entertainment, LLC
OneBeacon Professional Insurance, Inc.
OneBeacon Risk Management, Inc.
OneBeacon Services, LLC
OneBeacon Sports and Leisure, LLC

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