AMENDMENT NUMBER 1 TO THE INVESTMENT MANAGEMENT AGREEMENT
Exhibit 10.1
AMENDMENT NUMBER 1 TO THE
INVESTMENT MANAGEMENT AGREEMENT
This AMENDMENT Number 1, dated as of April 1, 2012, to the Investment Management Agreement (Agreement) dated as of June 1, 2011 originally made by and among WHITE MOUNTAINS ADVISORS LLC, a Delaware limited liability company (the Adviser), and SYMETRA FINANCIAL CORPORATION, a Delaware corporation, together with its Affiliated Companies (the Client). Capitalized terms used but not defined herein have the meaning set forth in the Agreement.
WITNESSETH
WHEREAS, Adviser and Client are parties (Parties) to the Agreement; and
WHEREAS, pursuant to the terms of paragraph 19 of the Agreement, the Parties may amend the Agreement in writing; and
WHEREAS, the Adviser and Client desire to modify certain terms of the Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. Schedule A of the Agreement is deleted in its entirety and replaced with the following schedule that is retroactive to June 1, 2011:
SCHEDULE A
1. | Management Fee. |
The Management Fee will be calculated according to the following schedule. The basis for calculation will be the assets under management in the Investment Account that are managed by the Adviser (excluding assets under management in the Investment Account that are sub-advised by a third-party and with respect to which Sub-adviser Fees are paid by the Client as set forth in Section 10(c) of this agreement).
Assets Under Management in the Investment Account | Value | Annual Fee | Quarterly Fee | |||
Investment Grade Fixed Income: | ||||||
Up to $1 billion | Book | 10.0 basis points | 2.5 basis points | |||
(0.1% or 0.001) | (0.025% or 0.00025) | |||||
$1 billion - $2 billion | Book | 8.5 basis points | 2.125 basis points | |||
$2 billion - $5 billion | Book | 7.5 basis points | 1.875 basis points | |||
Greater than $5 billion | Book | 2.5 basis points | 0.625 basis points | |||
High Yield Debt | Market | 25.0 basis points | 6.25 basis points | |||
Equities | Market | 100.0 basis points | 25.0 basis points | |||
Fully Funded Hedge Funds | Market | 100.0 basis points | 25.0 basis points | |||
Private Equities & Other Deferred Fundings: | ||||||
First 2 Years of Funds Life | Committed | 100.0 basis points | 25.0 basis points | |||
Thereafter | Market | 100.0 basis points | 25.0 basis points | |||
Affordable Housing Credit Funds: | ||||||
First Year of Funds Life | Committed | 100.0 basis points | 25.0 basis points | |||
Thereafter | Market | 10.0 basis points | 2.5 basis points | |||
Derivatives | Notional | 4.0 basis points | 1.0 basis points |
2. | Portfolio Management Services Fee. |
The Portfolio Management Services Fee will be equal to three-quarter of one basis point (0.0075%) per annum. The basis for calculation will be the sum of (A) the assets under management in the Investment Account, whether managed directly by the Adviser or sub-advised, (B) the assets under management in the Clients Commercial Loan Portfolio, in each case and (C) other investment assets as mutually agreed by the Client and Adviser from time to time. The values for all assets included in clause (A) shall be determined according to the methodologies (book, market, committed or notional) set forth in the schedule above.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment Number 1 to the Agreement.
ADVISER: | CLIENT: | |||||||
WHITE MOUNTAINS ADVISORS LLC | SYMETRA FINANCIAL CORPORATION | |||||||
By: | /s/ Mark J. Plourde | By: | /s/ Margaret A. Meister | |||||
Print: | Mark J. Plourde | Print: | Margaret A. Meister | |||||
Title: | Chief Financial Officer | Title: | Executive Vice President, Chief Financial Officer |
AFFILIATED COMPANIES: | ||
SYMETRA LIFE INSURANCE COMPANY | ||
SYMETRA NATIONAL LIFE INSURANCE COMPANY | ||
By: | /s/ Margaret A. Meister | |
Print: | Margaret A. Meister | |
Title: | Executive Vice President, Chief Financial Officer | |
SYMETRA INVESTMENT SERVICES, INC. | ||
By: | /s/ Margaret A. Meister | |
Print: | Margaret A. Meister | |
Title: | Director | |
FIRST SYMETRA NATIONAL LIFE INSURANCE COMPANY OF NEW YORK | ||
By: | /s/ Margaret A. Meister | |
Print: | Margaret A. Meister | |
Title: | Executive Vice President, Chief Financial Officer | |
TIF INVEST III, LLC | ||
By: | /s/ Margaret A. Meister | |
Print: | Margaret A. Meister | |
Title: | President |