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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