exv10w1






Exhibit 10.1




AMENDED AND RESTATED

INVESTMENT CONSULTING AGREEMENT




     This Amended and Restated Investment Consulting Agreement (this “Agreement”) dated as of
August 14, 2008, is made between Rosenkranz Asset Managers LLC (“Managers”), a Delaware limited
liability company, and Delphi Financial Group, Inc. (“DFG”), a Delaware corporation.



     WHEREAS, the undersigned are parties to an Investment Consulting Agreement dated November 10,
1988 (the “Existing Agreement”);



     WHEREAS, Managers and its affiliates have demonstrated expertise in the management and
supervision of investment portfolios; and



     WHEREAS, DFG desires to continue to avail itself of the experience, sources of information,
advice and assistance of Managers for the ongoing direct and indirect management and periodic
review of the investment portfolios of DFG and its direct and indirect non-insurance subsidiaries
and subsidiaries engaged in the business of property and casualty insurance (DFG and such direct
and indirect subsidiaries, the “Companies”), and, in connection therewith, to amend and restate the
Existing Agreement as provided herein:



     NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the
parties hereto agree as follows:



     1. Consultation. Rosenkranz agrees to render consulting services to the Companies
concerning financial, accounting, taxation and general investment matters, including, by way of
example and not in limitation of the generality of the foregoing, (a) assistance and advice with
respect to planning, analyzing and forecasting long-term



 









 




financial outlook and needs, (b)
assistance and advice with respect to locating and analyzing investment opportunities, (c)
assistance and advice with respect to formulating and implementing investment strategies, (d)
assistance and advice with respect to locating, retaining and supervising independent investment
managers, and (e) the rendering of general investment management consultation and business advice
(the “Consulting Services”), and DFG agrees to utilize the Consulting Services of Managers on its
own behalf and on the Companies’ behalf on the terms and conditions contained herein. In providing
the Consulting Services, Managers shall comply in all respects with the provisions of applicable
law, as well as such directions as may be furnished from time to time by DFG’s Board of Directors.




     2. Term of Consultation. Managers shall render the Consulting Services to DFG from
the effective date of this Agreement until written notice of termination shall have been given by
either party hereto in accordance with Paragraph 4 hereof.



     3. Compensation. As compensation for the Consulting Services of Managers rendered
hereunder, DFG shall pay to Managers a quarterly fee (the “Consultation Fee”) equal to .05% (i.e.,
five basis points) multiplied by the average market value of the Companies’ investment portfolios,
taken in the aggregate, during each calendar quarter, computed by averaging the marked-to-market
value thereof on the last business day of each month of said calendar quarter. Notwithstanding the
foregoing, the Consultation Fee shall not exceed a maximum aggregate amount of one million eight
hundred thirty-four thousand eighty-eight dollars ($1,834,788) for the four calendar quarters
comprising calendar year 2008, with such maximum amount to be escalated by a factor of ten percent
(10%) for each four calendar quarters comprising each subsequent calendar year during



 









 




the term of
this Agreement. Following each calendar quarter, Managers shall furnish DFG with a detailed
invoice stating the Consultation Fee for such calendar quarter, with appropriate supporting
documentation. Payment shall be made to Managers no later than ten (10) days after receipt of such
invoice.




     4. Termination. Either party shall have the right to terminate this Agreement upon
thirty (30) days’ written notice to the other party. Termination of this Agreement shall not
affect DFG’s obligation to pay to Managers (to the extent DFG has not previously paid such amounts)
the Consultation Fee for the period prior to such termination and to reimburse expenses pursuant to
Paragraph 3 hereof to the extent they were incurred prior to such termination.



     5. Notices. Notices, demands, payments, reports and correspondence shall be addressed
to either party hereto at the address for such party set forth below the signature of such party or
such other places as may from time to time be designated in writing to the other party.



     6. Liability of the Consultant. Managers assumes no responsibility under this
Agreement other than to perform the Consulting Services in good faith, and Managers will not be
responsible for any action of DFG or any of the other Companies in following or declining to follow
any advice or recommendation of Managers. The parties hereto recognize and agree that the
effectiveness of the Consulting Services and the success of any actions undertaken by any Companies
in response thereto are not guaranteed or warranted by Managers.



     7. Amendment. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof. No modifications or amendment of any



 









 




of the terms,
conditions or provisions hereof may be made otherwise than by written agreement signed by the
parties hereto.




     8. Governing Law. The substantive laws of the State of New York shall govern the
validity, construction, enforcement and interpretation of the provisions hereof.



     IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the
date first set forth above.



	 	 	 	 	 
	 	ROSENKRANZ ASSET MANAGERS LLC

 	 
	 	By:  	     /S/ ROBERT ROSENKRANZ
 	 
	 	 	Robert Rosenkranz, Manager 	 
	 	 	 	 
	 	DELPHI FINANCIAL GROUP, INC.

 	 
	 	By:  	     /S/ THOMAS BURGHART
 	 
	 	 	Thomas Burghart 	 
	 	 	Senior Vice President and Treasurer