exv10w7



 





EXHIBIT 10.7




EXECUTION VERSION




INVESTMENT MANAGEMENT AGREEMENT




     WHITE MOUNTAINS ADVISORS LLC, a Delaware limited liability company (the
“Adviser”), having an address at 370 Church Street, Guilford, Connecticut 06437,
and OCCUM ACQUISITION CORP., a Delaware corporation (the
“Client”), having an address at
370 Church Street, Guilford, Connecticut 06437, hereby enter into this Investment Management
Agreement, dated as of March 14, 2004 (this “Agreement”), and hereby agree that the
Adviser shall act as discretionary adviser with respect to the assets of the Client and/or its
Subsidiaries, (as defined in Schedule B) described below (the “Investment Account”) on the
following terms and conditions:



     1. Investment Account. The Investment Account
shall consist of cash and the securities of the Client and/or its subsidiaries.



     2. Services of Adviser. By execution of this Agreement the Adviser accepts
appointment as adviser for the Investment Account with full discretion and agrees to supervise and
direct the investments of the Investment Account in accordance with the investment objectives,
policies and restrictions described in the investment guidelines to be furnished by the Client to the
Adviser in writing from time to time (the “Investment Guidelines”). In the performance of its
services, the Adviser will not be liable for any error in judgment or any acts or omissions to act
except those resulting from the Adviser’s gross negligence, willful misconduct or malfeasance.
Nothing herein shall in any way constitute a waiver or limitation of any right of any person under
the federal securities laws. The Adviser shall have no responsibility whatsoever for the management of any assets of the Client other than the Investment Account.



     3. Discretionary Authority. Subject to the terms of this Agreement, the Adviser shall
have full discretion to manage, acquire and dispose of assets in the Investment Account, and
for this
purpose to direct the investment, reinvestment, retention, sale, purchase, transfer and
exchange
of, property from time to time allocated to the Investment Account, to place orders with
brokers, dealers and other proper persons with respect to such sales, purchases and exchanges,
and to give directions for the delivery and receipt of property and documents of transfer and
conveyance upon execution of such transactions. The Adviser shall also have full discretion to
structure, on behalf of the Client, the Investment Account’s investment in Funds. To
facilitate
the subscription for, redemption or transfer of interests in Funds, the Adviser shall also
have
the power and authority on behalf of and in the name of the Client to perform such acts and
execute such documents as may be necessary to subscribe or redeem interests in Funds. In
furtherance of the foregoing, the Adviser shall have full discretion and authority to do
anything that the Adviser shall deem requisite, appropriate or advisable in connection
therewith, including without limitation, the selection of such brokers, dealers, and others as
the Adviser shall determine in its absolute discretion.



     4. Custody. The assets of the Investment Account shall be held in one or more separately identified accounts in the custody of one or more banks, trust companies, brokerage
firms or other entities designated by the Client and acceptable to the Adviser. The Adviser
will communicate its investment purchase, sale and delivery instructions directly with the Client’s



 









 





custodian or other qualified depository. The Client shall be responsible for all custodial
arrangements and the payment of all custodial charges and fees, and the Adviser shall have no
responsibility or liability with respect to custody arrangements or the acts, omissions or other
conduct of the custodians.



     5. Brokerage. When placing orders for the execution of transactions for the
Investment Account, the Adviser may allocate all transactions to such brokers or dealers, for
execution on such markets, at such prices and commission rates, as are selected by the Adviser in
its sole discretion. In selecting brokers or dealers to execute transactions, the Adviser need not
solicit competitive bids and does not have an obligation to seek the lowest available commission
cost. It is not the Adviser’s practice to negotiate “execution only” commission rates, and, in
negotiating commission rates, the Adviser shall take into account the financial stability and
reputation of brokerage firms and brokerage and research services provided by such brokers. The
Client may be deemed to be paying for research provided or paid for by the broker which is
included in the commission rate although the Client may not, in any particular instance, be the
direct or indirect beneficiary of the research services provided. Research furnished by brokers may
include, but is not limited to, written information and analyses concerning specific securities,
companies or sectors; market, finance and economic studies and forecasts; financial publications;
statistics and pricing services; discussions with research personnel; and software and data bases
utilized in the investment management process. The Client acknowledges that since commission
rates are generally negotiable, selecting brokers on the basis of considerations which are not limited
to applicable commission rates may at times result in higher
transaction costs than would otherwise
be obtainable. The Adviser is hereby authorized to, and the Client acknowledges that the Adviser
may, aggregate orders on behalf of the Investment Account with orders on behalf of other clients of
the Adviser. In such event, allocation of the securities purchased or sold, as well as expenses
incurred in the transaction, shall be made in a manner which the Adviser considers to be the most
fair and equitable to all of its clients, including the Client.



     6. Representations and Warranties of the Client. The Client represents, warrants and agrees that:




	 	i)	 	it has full legal power and authority to enter into this Agreement;
	 
	 	ii)	 	the appointment of the Adviser hereunder is permitted by
the Client’s governing documents and has been duly authorized by all
necessary corporate or other action;
	 
	 	iii)	 	it is a “qualified purchaser” as defined in the Investment Company Act of
1940 and the regulations thereunder and an “accredited investor” as defined in
Regulation D, Rule 501, as promulgated under the Securities Act of 1933, because it is
an entity that owns investments with a value of at least $25,000,000;
	 
	 	iv)	 	it is not a “restricted person” under Section IM-2110-1 of the
Conduct Rules adopted by the Board of Governors of the National Association of
Securities Dealers, Inc.;




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	 	v)	 	it will notify the Adviser if the preceding representations in (iii) and (iv) become false
during the term of this Agreement and will provide the Adviser with any information that may be
required to complete any subscription agreements for Funds;
	 
	 	vi)	 	it is not (a) an employee benefit plan, (b) an IRA, (c) a “benefit plan
investor” subject to the Employee Retirement Income Security Act of 1974, as
amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, or
(d) an entity in which the participation by “benefit plan investors” is
“significant”, as those terms are defined in regulations issued by the U.S.
Department of Labor;
	 
	 	vii)	 	it understands that the Adviser will be relying upon the
representations and information provided herein or in connection herewith by the
Client in completing and entering into subscription agreements on behalf of the
Investment Account; and
	 
	 	viii)	 	it will indemnify the Adviser and hold it harmless against any and
all losses, costs, claims and liabilities which the Adviser may suffer or incur
arising out of any breach of these representations and warranties.





     7. Reports. The Adviser shall provide the Client quarterly reports containing a detailed
listing of invested assets and transactions in the Investment Account. All records maintained
pursuant to this Agreement shall be subject to examination by the Client and by persons authorized
by it, or by appropriate governmental authorities, at all times upon reasonable notice. The Adviser
shall provide copies of trade tickets, custodial reports and other records the Client reasonably
requires for accounting or tax purposes.



     8. Management Fee and Expenses.



          (a) The Adviser will be paid a quarterly management fee (the “Management Fee”)
for its investment advisory services provided hereunder, determined in accordance with Schedule A
to this Agreement. During the term of this Agreement, the Management Fee shall be billed and
payable in arrears on a quarterly basis within 10 days after the last day of each calendar quarter
based upon the value of the Investment Account as of the last day of the immediately preceding
calendar quarter. The Management Fee shall be pro-rated for any partial quarter. It is understood
that, in the event that the Management Fee is to be billed and payable by the custodian out of the
Investment Account, the Client will provide written authorization to the custodian to pay the
Management Fee directly from the Investment Account.




          (b) The Client shall be responsible for all expenses incurred directly in connection
with transactions effected on behalf of the Client pursuant to this Agreement and shall
include: the
Management Fee; custodial fees; investment expenses such as commissions; and other expenses
reasonably related to the purchase, sale or transmittal of Investment Account assets (other than
research fees and expenses with respect to the Investment Account).




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     9. Confidential Relationship. All information and advice furnished by either party
to the other party pursuant to this Agreement shall be treated by the receiving party as
confidential and shall not be disclosed to third parties except as required by law.



     10. Non-Assignability. No assignment of this Agreement shall be made by the Adviser
or the Client without the written consent of the other party hereto.



     11. Directions to the Adviser. All directions by or on behalf of the Client to the
Adviser shall be in writing signed by or on behalf of the Client. The Adviser shall be fully
protected in relying upon any such writing which the Adviser believes to be genuine and signed or
presented by the proper person or persons, shall be under no duty to make any investigation or
inquiry as to any statement contained therein and may accept the same as conclusive evidence of
the truth and accuracy of the statements therein contained.



     12. Consultation with Counsel. The Adviser may consult with legal counsel (who may
be counsel to the Client) concerning any question that may arise with reference to its duties under
this Agreement, and the opinion of such counsel shall be full and complete protection in respect of
any action taken or omitted by the Adviser hereunder in good faith and in accordance with such
opinion.



     13. Services to Other Clients. It is understood that the Adviser acts as investment
adviser to other clients and may give advice and take action with respect to such clients that differs
from the advice given or the action taken with respect to the Investment Account. Nothing in this
Agreement shall restrict the right of the Adviser, its members, managers, officers, employees or
affiliates to perform investment management or advisory services for any other person or entity, and
the performance of such service for others shall not be deemed to violate or give rise to any duty or
obligation to the Client.



     14. Investment by the Adviser for Its Own Account. Nothing in this Agreement shall
limit or restrict the Adviser or any of its members, managers, officers, employees or affiliates from
buying, selling or trading any securities for its or their own account or accounts. The Client
acknowledges that the Adviser and its members, managers, officers, employees, affiliates and other
clients may at any time have, acquire, increase, decrease or dispose of securities which are at or
about the same time acquired or disposed of for the account of the
Client. The Adviser shall have
no obligation to purchase or sell for the Investment Account or to recommend for purchase or sale
by the Investment Account any security mat the Adviser or its members, managers, officers,
employees or affiliates may purchase or sell for itself or themselves or for any other client.



     15. Proxies. Subject to any other written instructions of the Client, the Adviser is
hereby appointed the Client’s agent and attorney-in-fact in its discretion to vote, convert or tender in
an exchange or tender offer any securities in the Investment Account, to execute proxies, waivers,
consents and other instruments with respect to such securities, to endorse, transfer or deliver such
securities and to participate in or consent to any plan of reorganization, merger, combination,
consolidation, liquidation or similar plan with reference to such securities, and the Adviser shall not
incur any liability to the Client by reason of any exercise of, or failure to exercise, any such
discretion.



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     16. Notices. All notices and instructions with respect to securities transactions or any
other matters contemplated by this Agreement shall be deemed duly given when delivered in writing
or deposited by first-class mail to the following addresses: (a) if to the Adviser, at its

address set forth above, Attention: President, or (b) if to the Client, at its address set forth
above, Attention: Treasurer. The Adviser or the Client may change its address or specify a
different manner of addressing itself by giving notice of such change in writing to the other
party.



     17. Entire Agreement; Amendment. This Agreement sets forth the entire agreement of
the parties with respect to management of the Investment Account and shall not be amended except
by an instrument in writing signed by the parties hereto.



     18. Arbitration. Any
controversy or claim arising out of or relating to this Agreement,
or the breach of the same, shall be settled by arbitration in accordance with the rules of the
American Arbitration Association, and judgment upon the award rendered by the arbitrators may be
entered in any court haying jurisdiction. All arbitration expenses shall be borne equally by the
Adviser and the Client.



     19. Termination. This Agreement shall continue in force from the date hereof until
terminated by either party without penalty by written notice to the other party at least sixty (60) days
prior to the date upon which such termination is to become effective, provided that the Client shall
honor any trades executed but not settled before the date of any such termination. Upon
termination of this Agreement, any accrued and unpaid Management Fee hereunder shall be paid by
the Client to the Adviser.



     20. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Connecticut.



     21. Effective Date. This Agreement shall become effective on the date first written
above.



     22. Anti-Money Laundering.




	 	(a) The Client understands and agrees that the Adviser and Funds prohibit the
investment of funds by any persons or entities that are acting, directly or
indirectly, (i) in contravention of any applicable laws and regulations, including
anti-money laundering regulations or conventions, (ii) on behalf of terrorists or
terrorist organizations, including those persons or entities that are included on the
List of Specially Designated Nationals and Blocked Persons maintained by the U.S.
Treasury Department’s Office of Foreign Assets Control1 (“OFAC”),
as such list may be
amended from time to time, (iii) for a senior foreign political figure, any member of
a senior foreign political figure’s immediate family or any close associate of a
senior foreign political figure2, unless the







 




			
	1	 	The OFAC list may be accessed on the web at
http://www.treas.gov/ofac.
	 
	2	 	Senior foreign political figure means a senior official in the executive, legislative,
administrative, military or judicial branches of a foreign government (whether elected or
not), a senior official of a major foreign political party, or a senior executive of a






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	 	Adviser, after being specifically notified by the Client in writing that it is such a
person, conducts further due diligence, and determines that such investment shall be permitted, or (iv) for a
foreign shell bank3 (such persons or entities in (i) — (iv) are
collectively referred to as “Prohibited Persons”).
	 
	 	(b) The Client represents, warrants and covenants that: (i) it is not, nor is any
person or entity controlling, controlled by or under common control with the
Client, a Prohibited Person, and (ii) to the extent the Client has any beneficial
owners,4 (A) it has carried out thorough due diligence to establish the identities
of such beneficial owners, (B) based on such due diligence, the Client
reasonably believes that no such beneficial owners are Prohibited Persons, (C) it
holds the evidence of such identities and status and will maintain all such
evidence for at least five years from the date of termination of this Agreement,
and (D) it will make available such information and any additional information
that the undersigned may require upon request.
	 
	 	(c) If any of the foregoing representations, warranties or covenants ceases to be true or if the Adviser no longer reasonably
believes that it has satisfactory







 




			
	 	 	foreign government-owned corporation. In addition, a senior foreign political figure includes any
corporation, business or other entity that has been formed by, or for the benefit of, a senior
foreign political figure. The immediate family of a senior foreign political figure typically
includes the political figure’s parents, siblings, spouse, children and in-laws. A close associate
of a senior foreign political figure is a person who is widely and publicly known internationally
to maintain an unusually close relationship with the senior foreign political figure, and includes
a person who is in a position to conduct substantial domestic and international financial
transactions on behalf of the senior foreign political figure.
	 
	3	 	Foreign shell bank means a foreign bank without a physical presence in any country, but does not
include a regulated affiliate. A post office box or electronic address would not be considered a
physical presence. A regulated affiliate means a foreign shell bank that: (1) is an affiliate of a
depository institution, credit union, or foreign bank that maintains a physical presence in the
United States or a foreign country, as applicable; and (2) is subject to supervision by a banking
authority in the country regulating such affiliated depository institution, credit union, or
foreign bank.
	 
	4	 	Beneficial owners will include, but not be limited to: (i) shareholders of a corporation; (ii)
partners of a partnership; (iii) members of a limited liability company; (iv) investors in a
fund-of-funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an
irrevocable trust; (vii) the individual who established an IRA; (viii) the participant in a
self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person being
represented by the Subscriber in an agent, representative, intermediary, nominee or similar
capacity. If the beneficial owner is itself an entity, the information and representations set
forth herein must also be given with respect to its individual beneficial owners. If the Client is
a publicly-traded company, it need not conduct due diligence as to its beneficial owners.





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	 	evidence as to their truth, notwithstanding any other agreement to the
contrary, the Adviser may be obligated to freeze the Client’s investment,
either by prohibiting additional investments, declining or suspending any
withdrawals and/or segregating the assets constituting the investment in
accordance with applicable regulations, or the Client’s investment may
immediately be withdrawn by the Adviser, and the Adviser may also be required
to report such action and to disclose the Client’s identity to OFAC or other
authority. In the event that the Adviser is required to take any of the
foregoing actions, the Client understands and agrees that it shall have no
claim against the Adviser or its affiliates, directors, members, partners,
officers, employees and agents for any form of damages as a result of any of
the aforementioned actions.
	 
	 	(d) The Client understands and agrees that any withdrawal proceeds paid to
it will
be paid to the same account from which the Client’s investment in the
Investment
Account was originally remitted, unless the Adviser, in its sole
discretion, agrees
otherwise.
	 
	 	(e) The Client agrees to indemnify and hold harmless the Adviser and Funds
and
their respective affiliates, directors, members, partners, shareholders,
officers,
employees and agents from and against any and all losses, liabilities,
damages,
penalties, costs, fees and expenses (including legal fees and
disbursements) which
may result, directly or indirectly, from any inaccuracy in or breach of any
representation, warranty, covenant or agreement set forth in, or otherwise
provided
pursuant to this Section 22.
	 
	  23.   	Counterparts. This Agreement may be executed in two counterparts,
each one of which shall be deemed to be an original.







     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective duly authorized representatives as of the date first written above.





ADVISER:

WHITE MOUNTAINS ADVISORS LLC





			
	By:	 	
 







			
	Title:	 	Managing Director
 









CLIENT:

OCCUM ACQUISITION CORP.





			
	By:	 	
 







			
	Title:	 	Secretary & Treasurer 
 












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SCHEDULE A




	 	 	 	 	 	 	 	 	 
	Assets Under Management	 	Annual Fee	 	Quarterly Fee
	 
	 	 	 	 	 	 	 	 
	Investment Grade Fixed Income:
	 	 	 	 	 	 	 	 
	Up to $999 million
	 	10 basis points	 	2.5 basis points
	 
	 	(0.1% or 0.001)	 	(0.025% or 0.00025)
	 
	 	 	 	 	 	 	 	 
	Next $1-1.999 billion
	 	8.5 basis points	 	2.125 basis points
	 
	 	 	 	 	 	 	 	 
	Amounts over $2 billion
	 	7.5 basis points	 	1.875 basis points
	 
	 	 	 	 	 	 	 	 
	High Yield Debt
	 	50 basis points	 	12.5 basis points
	 
	 	 	 	 	 	 	 	 
	Equities
	 	100 basis points	 	25.0 basis points
	 
	 	 	 	 	 	 	 	 
	Hedge Funds
	 	100 basis points	 	25.0 basis points
	 
	 	 	 	 	 	 	 	 
	Limited Partnerships
	 	100 basis points	 	25.0 basis points







 









 





SCHEDULE B



The
following legal entities represent Subsidiaries of Occum Acquisition Corporation, the
Client, and have entered into this Agreement through their
affiliation with the Client:




Safeco Life Insurance Company




First Safeco National Life Insurance Company of New York





American States Life Insurance Company




Safeco National life Insurance Company




Safeco Asset Management Company




Safeco Investment Services, Inc.




Safeco Assigned Benefits Service Company




Safeco Administrative Services, Inc.





 









 








AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT




     AMENDMENT made as of September 30, 2004 to the Investment Management Agreement (the
“Agreement”) made as of March 14, 2004 between WHITE MOUNTAINS ADVISORS LLC, a Delaware limited
liability company (the “Advisor”), and SYMETRA FINANCIAL
CORPORATION (formerly Occum Acquisition
Corp.) (the “Client”). Capitalized terms not defined herein
have the meaning set forth in the
Agreement.



WITNESSETH




     WHEREAS, the Advisor and the Client are parties to the Agreement;



     WHEREAS, pursuant to the Agreement, the Advisor acts as discretionary adviser with
respect to the assets of the Client and/or its subsidiaries;



     WHEREAS, the Client and its subsidiaries desire that the Advisor provide Life Insurance
Portfolio Management advisory services to the Investment Account and to the commercial mortgage
assets managed by the Client, and the Advisor agrees to provide such services;



     WHEREAS, the Client and the Advisor desire to amend the Agreement to add certain terms to the
Agreement and to clarify and modify certain other terms of the Agreement, including (i) the
definitions of “Investment Account,” “Aggregate
Investment Account” and “Funds,” (ii) the basis
for the calculation of the Management Fee, and (iii) the structure of the Management Fee set forth
in Schedule A;



     NOW, THEREFORE, the parties agree to amend the Agreement as follows:



     1. Section 1 of the Agreement is amended by deleting it in its entirety and replacing
it with the following:




1.      Investment Account and Aggregate Investment Account. The Investment
Account shall consist of cash, securities and other invested assets of the Client
and/or its subsidiaries, excluding the commercial mortgage assets managed by the
Client. The Aggregate Investment Account shall consist of the Investment
Account and the commercial mortgage assets managed by the Client.



     2. Section 2 of the Agreement is amended by deleting it in its entirety and replacing it
with the following:




2.      Services of Advisor. By execution of this Agreement the Advisor accepts
appointment as adviser for the Investment Account with full discretion and agrees to
supervise and direct the investments of the Investment Account in accordance with
the investment objectives, policies and restrictions described in the investment
guidelines to be furnished by the Client to the Advisor in writing from time to time



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(the
“Investment Guidelines”). In addition, the Advisor agrees to provide
Life Insurance Portfolio Management advisory services (“Portfolio Management
Services”) to the Aggregate Investment Account consistent with the
Investment Guidelines. The Portfolio Management Services include,
without limitation, (i) managing the characteristics of the portfolio,
(ii) portfolio derivative hedging, (iii) coordination with the Client to
ensure that investment strategies and significant initiatives meet the
Client’s accounting and financial objectives, and (iv) Client support in
establishing new strategies and in pricing new services.



     In the performance of its services under this Agreement, the
Advisor will not be liable for any error in judgment or any acts or
omissions to act except those resulting from the Advisor’s gross
negligence, willful misconduct or malfeasance. Nothing herein shall in
any way constitute a waiver or limitation of any right of any person
under the federal securities laws. Except with respect to the Portfolio
Management Services provided to the Aggregate Investment Account, the
Advisor shall have no responsibility whatsoever for be management of any
assets of the Client other than the Investment Account.



     3. Section 3 of the Agreement is amended by
adding the following sentence to the end of the Section:




For purposes of this Agreement, “Funds” mean private investment funds
and other pooled investment vehicles, including private investment funds
and other pooled investment vehicles managed by hedge fund managers.



     4. Section 7 of the Agreement is amended by deleting it in its entirety and
replacing it with the following:




7. Reports. The Advisor shall provide the Client quarterly reports containing
(i) a detailed listing of invested assets and transactions in the Investment Account
and (ii) financial information supporting the Advisor’s performance of the Portfolio
Management Services. All records maintained pursuant to this
Agreement shall be subject to examination by the Client and persons authorized by it, or
by appropriate governmental authorities, at all times upon reasonable
notice. The Advisor shall provide copies of trade tickets, custodial
reports and other records the Client reasonably requires for accounting
or tax purposes.



     5. Section 8 of the Agreement is amended by deleting it in its entirety and
replacing it with the following:




8. Management Fee and Expenses.




     (a)
The Advisor will be paid a quarterly fee for its services,
including the Portfolio Management Services, provided hereunder (the
“Management Fee”, determined in accordance with Schedule
A to this Agreement. During the term of this Agreement, the
Management Fee shall be billed and payable in arrears on a quarterly
basis within 10 days after the last day of each calendar quarter based
upon the book value of the Investment Account, and, with respect to the
Portfolio



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Management Services, the book value of the net assets of the Aggregate
Investment Account, as of the last day of the immediately preceding calendar quarter.
The Management Fee shall be pro-rated for any partial quarter. It is understood that,
in the event that the Management Fee is to be billed and payable by the custodian out
of the Investment Account, or, with respect to the Portfolio Management Services, the
Agreement Investment Account, the Client will provide written authorization to the
custodian to pay the Management Fee directly from the Investment Account, or, with
respect to the Portfolio Management Services, the Aggregate Investment Account.




     (b) The Client shall be responsible for all expenses incurred directly in
connection with transactions effected on behalf of the Client pursuant to this
Agreement and shall include: the Management Fee; custodial fees; State Street PAM
accounting services; investment expenses such as commissions; and other expenses
reasonably related (i) to the purchase, sale of transmittal of Investment Account
assets (other than research fees and expenses with respect to the Investment Account)
and (ii) providing the Portfolio Management Services.



     6. Section 17
of the Agreement is amended by deleting it in its entirety and replacing it with the
following:




17.
Entire Agreement; Amendment.  This Agreement sets forth the entire
agreement of the parties with respect to the management of the Investment Account and
to the provision of Portfolio Management Services to the Aggregate
Investment Account.
This Agreement shall not be amended except by a written instrument signed by the
parties hereto.



     7. Section 19 of the Agreement is amended by
deleting it in its entirety and replacing it with the following:




19. Termination.




     (a) This Agreement shall continue in force from the date hereof until
terminated by either party without penalty by written notice to the other party
at least sixty (60) days prior to the date upon which such termination is to become
effective, provided that the Client shall honor any trades executed but not settled
before the date of any such termination. Upon termination of this Agreement, any
accrued and unpaid Management Fee hereunder shall be paid by the Client to the
Advisor.




     (b) Either party may, without penalty, terminate this Agreement with respect to
the Portfolio Management Services by providing written notice to the other party at
least sixty (60) days prior to the date upon which such termination is to become
effective. Upon termination of this Agreement with respect to the Portfolio Management
Services, any accrued and unpaid Management Fee relating to the Portfolio Management
Services hereunder shall be paid by the Client to the Advisor. The termination of this
Agreement with respect to the Portfolio Management Services will not affect the
remaining terms and conditions of this Agreement.



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     8. Schedule A of the Agreement is amended by deleting it in its entirety and replacing
it with the following:



SCHEDULE A





	1.	 	Investment Account.





	 	 	 	 	 	 	 	 	 
	Assets Under Management	 	Annual Fee	 	Quarterly Fee
	 
	 	 	 	 	 	 	 	 
	Investment Grade Fixed Income
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Up to $999 million
	 	10 basis points	 	2.5 basis points
	 
	 	(0.1% or 0.001)	 	(0.025% or 0.00025)
	 
	 	 	 	 	 	 	 	 
	Next $1-$1.1999 billion
	 	8.5 basis points	 	2.125 basis points
	 
	 	 	 	 	 	 	 	 
	Amounts over $2 billion
	 	7.5 basis points	 	1.875 basis points
	 
	 	 	 	 	 	 	 	 
	High Yield Debt
	 	25 basis points	 	6.25 basis points
	 
	 	 	 	 	 	 	 	 
	Equities
	 	100 basis points	 	25.0 basis points
	 
	 	 	 	 	 	 	 	 
	Funds
	 	100 basis points	 	25.0 basis points






     2. Aggregate Investment Account. The Advisor will be paid a quarterly fee for the Portfolio
Management Services computed at the annual rate of one (1) basis point (0.01%) of the book value of
the net assets of the Aggregate Investment Account.



{Signature Page Follows]




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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement.



	 	 	 	 	 
	 	ADVISOR:



WHITE MOUNTAINS ADVISORS LLC

 	 
	 	By:  	Mark
J. Plourde	 
	 	Title: 	CFO/CCO 	 
	 	 	 	 
	 
	 	CLIENT:



SYMETRA FINANCIAL CORPORATION

 	 
	 	By:  	Margaret Meister
 	 
	 	Title: 	Vice President 	 
	 	 	 	 
	 




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AMENDMENT NUMBER 2 TO THE

INVESTMENT MANAGEMENT AGREEMENT



This AMENDMENT dated as of August 1, 2005 to the Investment Management Agreement (“Agreement”)
dated as of March 14, 2004 originally made by and among WHITE MOUNTAINS ADVISORS LLC, a Delaware
limited liability company (the “Advisor”), and Occum Acquisition Corp., a Delaware Corporation,
now known as SYMETRA FINANCIAL CORPORATION (the “Client”). Capitalized terms used but not defined
herein have the meaning set forth in the Agreement.




WITNESSETH 




     WHEREAS, the Advisor and Client are parties to the Agreement; and



     WHEREAS, pursuant to the terms of paragraph 2 and paragraph 3 of the Agreement, the
Advisor has authority to act with full discretion with respect to the Client’s
Investment Account; and



     WHEREAS, the Advisor seeks to clarify paragraph 3 to have the Client acknowledge
that the Advisor in the fulfillment of its duties and in accordance with its
discretionary authority may contract with certain sub-advisers; and



     WHEREAS, Client agrees to acknowledge that Advisor has the authority to do this.



     NOW, THEREFORE, the parties agree that the following will be added to the end of
paragraph 3 of the Agreement to reflect this understanding.




“Such discretion shall include a right of the Adviser to contract with certain
sub-advisers with respect to making investment decisions in the Investment
Account on the Client’s behalf. Adviser will be responsible for engaging,
monitoring and terminating such sub-advisers and for ensuring the overall
portfolio is invested in accordance with the Investment Guidelines. Adviser
shall provide prior written notice to Client of any such engagement or
termination.”



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement.



	 	 	 	 	 	 	 
	ADVISOR:	 	CLIENT:
	WHITE MOUNTAINS ADVISORS LLC	 	SYMETRA FINANCIAL CORPORATION
	 
	 	 	 	 	 	 
	By:

	 	/s/ Mark K. Dorcus
	 	By:
	 	/s/ Oscar Tengtio
	 

	 	 
	 	 	 	 
	Name:

	 	Mark K. Dorcus
	 	Name:
	 	Oscar Tengtio
	 

	 	 
	 	 	 	 
	Title:

	 	President
	 	Title:
	 	CFO
	 

	 	 
	 	 	 	 






 









 








AMENDMENT NUMBER 3 TO THE

INVESTMENT MANAGEMENT AGREEMENT



This AMENDMENT Number 3, dated as of October 1, 2005, to Amendment
Number 1 (“Amendment
One”), dated as of September 30, 2004, to the Investment Management Agreement
(“Agreement”) dated as of March 14, 2004 originally made by and among WHITE MOUNTAINS
ADVISORS LLC, a Delaware Limited Liability Company (the
“Advisor”), and Occum
Acquisition Corp., a Delaware Corporation, now known as SYMETRA FINANCIAL CORPORATION
and its SUBSIDIARIES (the “Client”). Capitalized terms used but not defined herein have
the meaning set forth in the Agreement.




WTTNESSETH 




     WHEREAS, Advisor and Client are parties (“Parties”) to the
Agreement; and



     WHEREAS, pursuant to the terms of paragraph 17 of the Agreement, the Parties may
amend the Agreement in writing; and



     WHEREAS, Advisor and Client desire to clarify and modify certain terms of Amendment
One, including (i) the basis of the calculation of the Management Fee and (ii) the
structure of the Management Fee set forth in Schedule A;



     NOW, THEREFORE, the Parties agree as follows:




	 	1.	 	Paragraph 5 of Amendment One, which amended Section 8 of the
Agreement, is deleted in its entirety and replaced with the following:






     8. Management Fee and Expenses.




     (a) The Advisor will be paid a quarterly fee for its investment
advisory services, including the Portfolio Management Services, provided
hereunder, (the “Management Fee”), determined in accordance with
Schedule A to the Agreement. During the term of this Agreement,
the Management Fee shall be billed and payable in arrears on a quarterly
basis within 30 days after the last day of each calendar quarter based
upon the value of the Investment Account, as defined herein, and, with
respect to the Portfolio Management Services, the value of the net assets,
as defined herein, of the Aggregate Investment Account, as of the last day
of the immediately preceding calendar quarter. The Management Fee shall be
pro-rated for any partial quarter. Capital inflows and outflows during a
quarter result in an adjustment to the value of assets under management
that serves as the base of the Management Fee. This adjustment has the
effect of time-weighting capital flows in the account resulting in the
Management Fee being properly charged for only the period of time such
assets are actually managed by the Advisor. It is understood that, in the
event that the Management Fee is to be paid by the custodian out of the
Investment Account, or, with respect to the Portfolio Management Services,
the Aggregate Investment Account, the Client will provide written
authorization to the custodian to pay the Management Fee directly from the
Investment Account, or with respect to the Portfolio Management Services,
the Aggregate Investment Account.




 









 









     (b) For determining the Management Fee calculation described in Paragraph 8(a), the Investment
Account shall be segregated by asset classification and assigned the following values: Investment
grade fixed income assets shall be valued at book value. High yield debt, equities (e.g.: common
stock, preferred stock and securities convertible into equities), hedge funds and other investment
partnerships/limited liability companies (“LLCs”) where commitments are funded immediately shall be
valued at market value. Private equities (including Affordable Housing Equity Funds) and other
partnerships where commitments are funded over an extended period of lime shall be charged one (1)
percent on total committed amounts over the first two (2) years of the fund’s life, and men one (1)
percent on market value thereafter.




     (c) The Client shall be responsible for all expenses incurred directly in connection with
transactions effected on behalf of the Client pursuant to this Agreement and shall include: the
Management Fee; custodial fees; State Street PAM accounting services, investment expenses such as
commissions; and other expenses reasonably related to the purchase, sale or transmittal of
investment Account assets (other than research fees and expenses with respect to the Investment
Account).




	2.	 	Paragraph 8 of Amendment One, which amended Schedule A of the Agreement, is deleted it in
its entirety and replaced with the following:





SCHEDULE A





	1.	 	a. Investment Account.





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Assets Under Management	 	Value	 	Annual Fee	 	Quarterly Fee
	Investment Grade Fixed Income:
	 	 	 	 	 	 	 	 	 	 	 	 
	Up to $999 million
	 	Book	 	10.0 basis points	 	2.5 basis points
	 
	 	 	 	 	 	(0.1% or 0.001)	 	(0.025% or 0.00025)
	Next $1-$1.999 billion
	 	Book	 	8.5 basis points	 	2.125 basis points
	Amounts over $2 billion
	 	Book	 	7.5 basis points	 	1.875 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, Limited Partnerships &
Limited Liability Companies
	 	Market	 	100.0 basis points	 	25.0 basis points
	Private Equities & Other
Deferred Fundings:
	 	 	 	 	 	 	 	 	 	 	 	 
	First 2 Years of Fund’s Life
	 	Committed	 	100.0 basis points	 	25.0 basis points
	Thereafter
	 	Market	 	100.0 basis points	 	25.0 basis points







     b. In consideration for the services provided by sub-advisers, the Advisor
shall pass-through all investment advisory fees to the Client in accordance with
the terms of the sub-adviser contracts.




 









 









2.    Aggregate Investment Account. The Advisor will be paid a quarterly fee for the
Portfolio Management Services computed at the annual rate of one (1)
basis point (0.01%) of the aggregate value of the net assets of the
Aggregate Investment Account utilizing the value methodologies described
in Paragraph i (a) and (b) of Schedule A.



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number 3 to the
Agreement.



	 	 	 	 	 	 	 
	ADVISOR:	 	CLIENT:
	WHITE MOUNTAINS ADVISORS LLC	 	SYMETRA FINANCIAL CORPORATION
	 
	 	 	 	 	 	 
	By:

	 	/s/ Mark K. Dorcus
	 	By:
	 	/s/ Oscar Tengtio
	 

	 	 
	 	 	 	 
	Name:

	 	Mark K. Dorcus
	 	Name:
	 	Oscar Tengtio
	 

	 	 
	 	 	 	 
	Title:

	 	MD & President
	 	Title:
	 	Chief Financial Officer
	 

	 	 
	 	 	 	 






 









 








AMENDMENT NUMBER 4 TO THE

INVESTMENT MANAGEMENT AGREEMENT



This
AMENDMENT Number 4, dated as of March 9, 2007, to Amendment Number 3 (“Amendment
Three”), dated as of October 1, 2005, to the Investment Management Agreement
(“Agreement”) dated as of March 14, 2004 originally made by and among WHITE MOUNTAINS
ADVISORS LLC, a Delaware Limited Liability Company (the
“Advisor”), and Occum
Acquisition Corp., a Delaware Corporation, now known as SYMETRA FINANCIAL CORPORATION
and its SUBSIDIARIES (the “Client”). Capitalized terms used but not defined herein have
the meaning set forth in the Agreement.




WITNESSETH




     WHEREAS, Advisor and Client are parties (“Parties”) to the Agreement; and



     WHEREAS, pursuant to the terms of paragraph 17 of the Agreement, the Parties may
amend the Agreement in writing; and



     WHEREAS, Advisor and Client desire to modify certain terms of Amendment Three,
including the structure of the Management Fee originally set forth in Schedule A to the
Agreement;



     NOW, THEREFORE, the Parties agree as follows:




	 	1.	 	Paragraph 2 of Amendment Three and Schedule A of the
Agreement, is deleted it in its entirety and replaced with the following
management fee schedule that is retroactive to January 1, 2007:





SCHEDULE A





	 	1.	 	a. Investment Account.





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Assets Under Management	 	Value	 	Annual Fee	 	Quarterly Fee
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Investment Grade Fixed Income:
	 	 	 	 	 	 	 	 	 	 	 	 
	Up to $1 billion
	 	Book	 	10.0 bps	 	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, Limited Partnerships &
Limited Liability Companies
	 	Market	 	100.0 basis points	 	25.0 basis points
	Private Equities & Other
Deferred Fundings:
	 	 	 	 	 	 	 	 	 	 	 	 
	First 2 Years of Fund’s Life
	 	Committed	 	100.0 basis points	 	25.0 basis points
	Thereafter
	 	Market	 	100.0 basis points	 	25.0 basis points






 









 






     b. In consideration for the services provided by sub-advisors, the Advisor shall
pass-through all investment advisory fees and charges to the Client in
accordance with the terms of the sub-adviser contracts.




2.
   Aggregate Investment Account. The Advisor will be paid a quarterly fee for
the Portfolio Management Services computed at the annual rate of one (1)
basis point (0.01%) of the aggregate value of the net assets of the Aggregate
Investment Account utilizing the value methodologies described in Paragraph 1
(a) and (b) of Schedule A.



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number 4 to the
Agreement.



	 	 	 	 	 	 	 
	ADVISOR:	 	CLIENT:
	WHITE MOUNTAINS ADVISORS LLC	 	SYMETRA FINANCIAL CORPORATION
	 
	 	 	 	 	 	 
	By:

	 	/s/ Mark K. Dorcus
	 	By:
	 	/s/ Margaret Meister
	 

	 	 
	 	 	 	 
	Name:

	 	Mark K. Dorcus
	 	Name:
	 	Margaret Meister
	 

	 	 
	 	 	 	 
	Title:

	 	President and Managing Director
	 	Title:
	 	Chief Financial Officer