EX-10.1






FIRST AMENDED AND RESTATED

DISCRETIONARY INVESTMENT MANAGEMENT AGREEMENT




This FIRST AMENDED AND RESTATED DISCRETIONARY INVESTMENT MANAGEMENT AGREEMENT (the
“Agreement”) is made the 21st day of November, 2008 and is between GOLDMAN SACHS ASSET
MANAGEMENT INTERNATIONAL, a company organized with unlimited liability under the laws of England
(the “Manager”), and [Name of ALLIED WORLD ASSURANCE COMPANY entity and place of incorporation]
(the “Customer”).



WHEREAS, the Manager is engaged in the business of providing investment advisory and
management services;



WHEREAS, the Manager is headquartered in the United Kingdom and has significant assets and
employees in the United Kingdom in connection with providing investment advisory and management
services; and



WHEREAS, the Customer wishes to use the investment management services of the Manager in
respect of the Customer’s entire investment portfolio and the Manager is willing to provide such
services subject to the terms and conditions set forth below.



THE PARTIES AGREE THAT:



1. Interpretation. References to statutory provisions, regulations, notices or the
rules of the UK Financial Services Authority (“FSA”) and the Rules of the FSA (the “Rules”) shall
include those provisions, regulations, notices or Rules as amended, extended, consolidated,
substituted or re-enacted from time to time. Unless a term is otherwise defined in or pursuant to
this Agreement, the terms shall have the same meaning herein as in the Rules. References to
“Section(s)” are to sections of this Agreement and headings are instead for convenience only and
shall not affect construction of this Agreement.



2. Appointment and Acceptance.



2.1 The Manager is hereby appointed as the investment manager of the Account (as defined in
Section 3) for the purpose of selecting and executing transactions which are in compliance with the
investment guidelines (as set out in Appendix A, the “Guidelines”) as agent of the Customer, and
the Manager hereby accepts such appointment. Notwithstanding anything in this Agreement to the
contrary, the Manager may, at its own discretion, delegate any or all of its discretionary
investment, advisory and other rights, powers, functions and obligations hereunder to any affiliate
of the Manager, without further consent of the Customer; provided that the Manager shall always
remain liable to the Customer for its obligations hereunder and for all actions of any such
affiliates to the same extent as the Manager is liable for its own actions hereunder. In such
event, references herein to the Manager shall be deemed to be references to the relevant affiliate
to which the Manager delegates responsibilities hereunder. The Manager is regulated by FSA in the
conduct of its investment business in the United Kingdom. For purposes of this Agreement, the
lower case term “affiliate(s)” shall be defined as any entity controlled, directly or indirectly by
the Manager, any entity that controls, directly or indirectly, the Manager or an entity directly or
indirectly under common control with the Manager.



2.2 The Customer may from time to time, upon at least 10 day’s written notice to the Manager,
amend the Guidelines; provided that the Customer may not amend the Guidelines; to impose additional
monitoring, reporting or other material obligations on the Manager without the Manager’s consent.
In the event of an amendment to the Guidelines, the parties shall mutually agree to an appropriate
fee schedule for any additional asset class.



2.3 The Manager may in its sole discretion, in accordance with the Guidelines, invest the
Account in any investment company, unit trust or other collective investment fund, registered or
non-registered, for which the Manager or any of its affiliates serves as investment adviser
(“Affiliated Fund(s)”); provided, however, that in respect of the fixed income account any such
Affiliated Fund shall be a money market sweep vehicle or similar fund for the management of short
term cash balances in the Account, or in the Goldman Sachs Funds S.I.C.A.V. – Global High Yield
Portfolio. In connection with such investments in an Affiliated Fund, the Customer will, except as
otherwise agreed in writing, pay all fees associated with investing in the Affiliated Fund, and any
Affiliated Fund’s advisory or administrative fee will not be offset against fees payable in
accordance with the fee schedule hereunder.  The Customer acknowledges that the fees paid in
connection with an Affiliated Fund may be higher than fees for certain comparable, non affiliated
collective investment funds.



2.4 Based on the information available to the Manager, the Manager has categorised the
Customer as a professional client within the meaning of the Markets in Financial Instruments
Directive (“MiFID”). The Customer has the right to request re-categorisation as a retail client.
However, the Manager will not act as an investment manager for the Account under this Agreement
where the Customer requests categorisation as a retail client.



3. Account.



3.1 The “Account” shall initially consist of the cash and other assets of the Customer listed
in the schedule of assets separately furnished in writing to the Manager by the Customer. Any cash,
securities or other assets delivered by the Customer to its Custodian (as defined in Section 6) or
deposited by the Customer in its account designated for such purpose by notice to the Manager, plus
all investments, reinvestments and proceeds of the sale thereof, including, without limitation, all
interest, dividends and appreciation on investments shall also comprise part of the “Account”. The
Account may be divided into one or more “Sub-Accounts” with each subject to separate fee schedules
and Guidelines. The Customer shall notify the Manager of any additions made to, or withdrawals
made from, the Account; it being understood and agreed, that the Customer shall not withdraw funds
from the Account in order to invest such funds, including without limitation in any other money
market investment vehicle.



3.2 In the event that the Customer notifies the Manager of a pending addition to the Account
on a specified future date, the Manager shall have the authority to effect transactions on behalf
of the Customer for settlement on or after the specified date on the assumption that such assets
shall become part of the Account by such date and the Customer shall be responsible for all
transactions effected on the basis of such assumption.



3.3 The Manager shall in respect of investments held in the Account assist the Customer in
respect of any obligations to disclose shareholdings under Part VI the Disclosure and Transparency
Rules Sourcebook of the Rules and Part 22 of the Companies Act 1985 (or, where agreed by the
Parties in writing, similar overseas rules or legislation).



4. Authority of Manager.



4.1 The Manager is hereby authorized to supervise and direct the investment and reinvestment
of the assets in the Account, with full authority and at its discretion, on the Customer’s behalf
and at the Customer’s risk, subject to the terms of this Agreement and the Guidelines and subject
to the Manager’s assessment of suitability in light of the investment objective.



4.2 Failure to comply with any specific guideline or restriction contained in the Guidelines
because of market fluctuation, changes in the capital structure of any Account company, rating
agency or credit rating changes, or withdrawals or other events outside of the Manager’s control
will not be deemed a breach of the Guidelines or this Agreement, provided that (i) the Manager
cures such failure to comply as soon as practicable after its discovery by the Manager, or (ii) the
Manager believes that such a cure would not be in the best interests of the Customer, the Manager
promptly notifies the Customer of such non-compliance and its belief with respect to cure, and the
Customer provides written notice instructing the Manager to allow the Account to remain outside the
Guidelines in respect of such non-compliance.



4.3 Subject to the Guidelines, the Manager’s authority shall include, without limitation, the
power to buy, sell, retain, exchange or otherwise deal in investments and effect transactions; and
to exercise all such other powers as the Manager in its sole discretion deems appropriate in
relation to investing and executing transactions for the Account.



4.4 The Manager may give the Customer investment advice in such manner as may be agreed with
the Customer or otherwise as the Manager deems fit.



4.5 Subject to any other written instructions of the Customer, the Manager is hereby appointed
the Customer’s agent and attorney-in-fact to exercise in its discretion all rights and perform all
duties which may be exercisable in relation to any assets in the Account, including, without
limitation, the right to vote, tender or exchange any securities in the Account, to execute
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 class action, plan of
reorganization, merger, combination, consolidation, liquidation or similar plan with reference to
such securities. Notwithstanding the above, the Customer or its Custodian, and not the Manager,
shall make any and all filings in connection with any securities litigation or class action
lawsuits involving securities held or that were held in the Account. However, the Manager shall
not incur any liability to the Customer by reason of any exercise of, or failure to exercise, any
such discretion, and further, the Manager shall not incur any liability for any failure arising
from an act or omission of a person other than the Manager, in each case, subject to the Manager’s
standard of liability as set forth in Section 8.1 hereof. The Customer understands that the
Manager may, from time to time and at the Manager’s expense, establish guidelines for the voting of
proxies and employ the services of a proxy voting service in exercising proxy votes.



4.6 The Customer hereby authorizes the Manager to open accounts (for example with brokers and
other market counterparties) and execute documents, warranties, indemnities and representation
letters in the name of, binding against and on behalf of the Customer to the extent customary and
reasonably necessary or desirable in the Manager’s view to carry out the Manager’s activities under
this Agreement.



4.7 The Customer agrees to notify the Manager immediately in writing in the event that the
authority and/or discretion of the Manager, as contemplated by this Section 4, becomes or is
reasonably likely to become fettered in any way which may include, without limitation,
circumstances where any of the assets in the Account become subject to rights exercisable by third
parties where such third parties may have a right of veto of those investment decisions made by the
Manager (referred to in this Section 4.7 as “Controlled Assets”). The Manager shall use its
reasonable endeavours, subject always to applicable law and regulation and the terms hereof, to
comply with any direction of the Customer in respect of the Controlled Assets but, except for the
Manager’s gross negligence, bad faith or wilful misconduct to comply with such direction (which
must be reasonable), the Manager shall not be responsible for any losses or liabilities howsoever
incurred and which are attributable to the Controlled Assets.



5. Account Transactions.



5.1 The Manager will place orders for the execution of transactions for the Account on behalf
of the Customer. When executing transactions or placing orders with other entities for execution
that result from decisions by the Manager to deal when providing the service of portfolio
management for the Account on behalf of the Customer, the Manager shall take all reasonable steps
to obtain on a best execution (in such manner as that obligation may be satisfied under the Rules)
and shall act in good faith and with due diligence in its choice and use of any counterparties.



5.2 The Customer consents to the Manager’s policy to obtain best execution, information on
which is set out in “Information on GSAMI’s Execution Policy” at Appendix D (the “Execution
Policy”) and to the Manager effecting transactions on behalf of the Customer outside a regulated
market or multilateral trading facility.



5.3 The Manager shall provide the Customer in writing with information about/notify the
Customer of any amendments to the Execution Policy that are material in the context of this
Agreement, no less than 45 days before those amendments take effect.



5.4 The Customer authorizes the Manager and its affiliates to bunch and aggregate orders for
the Account in accordance with the Rules. The Manager is not required to aggregate orders. In
accordance with the Rules, the Manager hereby notifies the Customer that Aggregation may work to
the Customer’s disadvantage in relation to a particular order.



5.5 The Manager may not execute trades with or through itself or any of its affiliates acting
as agent or as principal. The Manager may execute transactions in which the Manager, its
affiliates and/or their personnel have interests as described in Section 2.3 and 14 hereof. The
Manager is authorized to effect cross transactions between the Account and other accounts managed
by the Manager and its affiliates provided that remuneration paid by the Account for the execution
of such transactions shall be paid to broker-dealers unaffiliated with the Manager and provided,
further, that the terms of such cross transactions are, in the Manager’s reasonable view, fair and
equitable to the Customer. Such cross transactions enable the Manager to purchase or sell a block
of securities for the Account at a set price and possibly avoid an unfavorable price movement that
may be created through entrance into the market with such purchase or sell order. The Manager
believes that such transactions can provide meaningful benefits for its clients. However, the
Customer should note that the Manager has a potentially conflicting division of loyalties and
responsibilities regarding both parties to such transactions.



5.6 The Manager may cause the Custodian to advance cash on the Customer’s behalf to facilitate
execution and settlement of transactions in the Account.



6. Custody. The Account shall be held by a custodian (the “Custodian”) appointed by
the Customer pursuant to a separate custody agreement or by the Customer itself. The Manager and,
except as may be otherwise specifically provided by the separate custody agreement, its affiliates
shall at no time have custody or physical control of the assets and cash in the Account. The
Customer shall instruct the Custodian to provide the Manager with such periodic reports concerning
the status of the Account as the Manager may reasonably request from time to time. The Customer
will not change the Custodian without giving the Manager reasonable prior written notice of its
intention to do so together with the name and other relevant information with respect to the new
Custodian. The quarterly fee shall be billed in arrears for each calendar quarter and payable in
U.S. dollars within 30 days upon receipt of a reasonably detailed invoice. The Customer will
arrange for the Custodian to send to the Customer, no less than quarterly, a statement showing all
amounts disbursed from the Customer’s Custodian account to the Manager. Neither the Manager nor
its affiliates shall have any responsibilities for the selection, appointment or monitoring of the
Custodian and shall not be liable for any act or omission of the Custodian.



7. Representations and Warranties.



7.1 The Manager hereby represents and warrants to and agrees with the Customer that:



7.1.1 this Agreement has been duly authorized, executed and delivered by the Manager and
constitutes its legal, valid and binding obligation;



7.1.2 the execution and delivery of this Agreement, the incurrence of the obligations set
forth herein, the consummation of the transactions contemplated herein and the payment (or receipt,
as applicable) of the fees described herein shall not violate or conflict with any constitutive
document, agreement, instrument, law, rule, order or regulation binding on it; and



7.1.3 the Manager has and will maintain in full force and effect with respect to itself and
its affiliates, all approvals, consents, registrations, filings and licenses required to enable it
to execute, deliver and perform its obligations under this Agreement.



7.2 The Customer hereby represents and warrants to and agrees with the Manager that:



7.2.1 the Customer is the sole beneficial owner of all assets in the Account, and that no
restrictions exist on the transfer, sale or other disposition of any of those assets and that no
option, lien, charge, security or encumbrance exists or will, due to any act or omission of the
Customer, exist over any of the said assets;



7.2.2 this Agreement has been duly authorized, executed and delivered by the Customer and
constitutes the Customer’s legal, valid and binding obligation;



7.2.3 the Customer shall provide in writing and update as necessary a list of companies in
which the Customer prohibits the Manager from investing, whether for regulatory or other reasons;
and



7.2.4 (i) all transactions in securities, futures, options, forwards and other instruments and
obligations of any kind relating thereto authorized by the Customer in the Guidelines
(collectively, “Obligations”) are within the Customer’s power, are duly authorized by the Customer
and, when duly entered into with a counterparty, will be the legal, valid and binding Obligations
of the Customer; (ii) all transactions and agreements that the Customer has authorized under this
Agreement and the Guidelines which the Manager enters on behalf of the Customer will not violate
the constituent documents of, or any law, rule, regulation, order or judgment binding on the
Customer, or any contractual restriction binding on or affecting the Customer or its properties and
no governmental or other notice or consent is required in connection with the execution, delivery
or performance of this Agreement by the Customer or of any agreements governing or relating to
Obligations, subject to the Manager’s compliance with Section 7.2.3; (iii) the Customer will give
the Manager reasonable notice of its intention to deal or authorize anyone other than the Manager
to deal with the Account. Furthermore, the Customer agrees to inform the Manager promptly in
writing if any representation, warranty or agreement made by the Customer in this Agreement is no
longer true or requires exception and/or modification to remain true; (iv) all information which
the Customer provides or has provided to the Manager including information relating to the
Customer’s identity, domicile and, financial position and investment objectives is accurate,
complete and not misleading in any material respect and the Customer has notified the Manager of
all such information which is reasonably relevant to the performance of the Manager’s duties under
this Agreement; and (v) any personal recommendation or decision to trade made by the Manager in
accordance with the Guidelines is suitable for the Customer.



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8 Limitation of Liability; Indemnification.



8.1 Except for a breach of confidentiality obligations as provided for in Section 12, the
Manager shall not be liable for any expenses, losses, damages, liabilities, demands, charges and
claims of any kind or nature whatsoever (including, without limitation, any legal expenses and
costs and expenses relating to investigating or defending any demands, charges and claims)
(collectively “Losses”) by or with respect to the Account, except to the extent that such Losses
are the result of an act or omission taken or omitted by the Manager during the term of the
Agreement hereunder which constitutes gross negligence, bad faith or willful misconduct with
respect to the Manager’s obligations hereunder (including its obligations to select and execute
transactions in accordance with the Guidelines as described in Section 2 hereof or if the Manager
accepted instructions which do not correspond to terms of Section 9 of this Agreement), with
respect to which the Manager shall remain liable. Without limitation, the Manager shall not have
breached any obligation to the Customer and shall incur no liability for Losses resulting from (i)
the actions of the Customer or its Custodian or other agents, following directions of the Customer
or the Manager’s failure to follow unlawful or unreasonable directions of the Customer or (ii)
force majeure or other events beyond the control of the Manager, including, without limitation, any
failure, default or delay in performance resulting from computer failure, breakdown in
communications or market disruptions not reasonably within the control of the Manager. No warranty
is given by the Manager as to the performance or profitability of the Account or any part thereof
or that the investment objectives of the Account, including, without limitation, its risk control
or return objectives, will be successfully accomplished, and the Manager shall have no liability in
respect of any Losses arising as a result of a change in market conditions, unless resulting from
the Manager’s gross negligence, bad faith or willful misconduct (with respect to which the Manager
shall remain liable). Where the investment objective of the Account refers to a benchmark index,
for the avoidance of doubt the Manager will not be obliged to manage the Account in accordance with
the composition of that index, but will be subject at all times to the Investment Guidelines.



8.2 The Customer shall reimburse, indemnify and hold harmless the Manager, its affiliates and
their directors, officers and employees and any person controlled by or controlling the Manager
(collectively, the “indemnitees”) for, from and against any and all Losses (i) relating to this
Agreement or the Account arising out of any misrepresentation or act or omission or alleged act or
omission on the part of the Customer, the Custodian or any of their agents or (ii) arising or
relating to any demand, charge or claim in respect of an indemnities’ acts, omissions,
transactions, duties, obligations or responsibilities arising pursuant to this Agreement, unless
such demand, charge or claim results from the Manager’s gross negligence, bad faith or willful
misconduct or such indemnitees shall have settled such demands, charges and claims without the
Customer’s consent.



8.3 Nothing in this Agreement shall exclude or restrict any duty or liability to the Customer
which the Manager may have under MiFID or the Financial Services and Markets Act 2000, as amended,
or any rules regulations made under it, including the Rules. Additionally, U.S. federal and state
securities laws impose liabilities under certain circumstances on persons who act in good faith,
and nothing in this Agreement shall constitute a waiver or limitation of any rights that the
Customer may have under any applicable U.S. federal or state securities laws.



9. Directions to the Manager.



9.1 All directions to the Manager shall be in writing signed either by the Customer or by an
authorized agent of the Customer.



9.2 For this purpose, the term “in writing” shall include directions given by facsimile or
electronic mail. A list of persons authorized to give instructions to the Manager hereunder with
specimen signatures is set out in Appendix C to this Agreement that may be amended from time to
time. The Customer may revise the list of authorized persons from time to time by sending the
Manager a revised list which has been certified either by the Customer or by a duly authorized
agent of the Customer. The Manager shall be entitled to rely upon any direction from, or document
signed by, any person listed in Appendix C of this Agreement. The Manager shall have no liability
in respect of fax transmission errors or interceptions of email communications by unauthorized
persons; provided, however, that any such interceptions do not occur due to grossly negligent
security measures of the Manager. The Manager shall be under no duty to make any investigation or
inquiry as to any statement contained in any writing and may accept the same as conclusive evidence
of the truth and accuracy of the statements therein contained.



9.3 Directions given by the Customer to the Manager shall be effective only upon actual
receipt by the Manager and shall be acknowledged by the Manager through its actions, unless the
Customer is advised by the Manager otherwise or unless the Customer requests otherwise in the text
of its directions.



10. Reports and Valuation. The Manager shall promptly provide the Customer with
written reports containing the valuations and status of the Account on a quarterly basis, or
otherwise as the Customer may from time to time reasonably request, except that written
confirmations of brokerage transactions shall be promptly sent solely to the Manager.



11. Non-Assignability. No assignment of this Agreement may be made by Manager except
with the written consent of the Customer, provided that an assignment by operation of law shall not
require the written consent of the Customer unless required by applicable law. No assignment of
this Agreement may be made by the Customer except with the written consent of the Manager. Subject
to the foregoing, the provisions of this Agreement shall be binding upon and shall inure to the
benefit of and be enforceable by each of the parties hereto and their respective successors and
permitted assigns. The Customer will be notified of a change in control of the Manager within a
reasonable time thereafter.



12. Confidential Information. All proprietary client information of the Customer and
proprietary information and advice of the Manager (collectively the “Information”) shall be treated
as confidential by the other party hereto and shall not be disclosed to the public by such other
party except (i) if such Information is or becomes available to the public or industry sources
other than as a result of disclosure by the receiving party or by someone known to such party to
have an obligation to keep such Information confidential; (ii) receiving party can demonstrate that
the Information was in its possession prior to the time of disclosure by the disclosing party;
(iii) the information is independently developed by or for the receiving party by persons not
having access to the Information hereunder; or (iv) the Information is, on the advice of legal
counsel, required to be disclosed by law or by legal process. Notwithstanding the foregoing, if the
receiving party receives a request to disclose all or any part of the Information under a subpoena
or other order issued by a court of competent jurisdiction or by a government agency, the
receiving party shall, if possible: (i) give the disclosing party prompt written notice of such
request; (ii) consult with the disclosing party on the advisability of taking reasonable steps to
resist or narrow that request and if disclosure of that Information is required, furnish only such
portion of the Information as the receiving party is advised by counsel is legally required to be
disclosed; and (iii) cooperate with the disclosing party, at the disclosing party’s expense in
obtaining protective orders or undertakings that confidential treatment will be afforded any of
such Information so furnished. Notwithstanding the foregoing, the Customer hereby consents to the
disclosure by the Manager of the Customer’s name to brokers and dealers (including, without
limitation, any futures brokers and futures commission merchants if futures are permitted by the
Guidelines) whether executing or clearing, to carry out the Manager’s activities on behalf of the
Customer under this Agreement. Notwithstanding the foregoing, with the prior written consent of
the Customer, the Manager may disclose the Customer’s name to consultants and prospective clients
as part of a representative client list in connection with the compilation of marketing materials.



The receiving party acknowledges and agrees that, in the event of any breach of this Agreement, the
disclosing party might be irreparably and immediately harmed and unable to be made whole by
monetary damages. It is accordingly agreed that the disclosing party, in addition to any other
remedy to which it may be entitled in law or equity, will be entitled to seek an injunction or
injunctions to remedy breaches of this Agreement.



13. Remuneration. For its discretionary investment management services hereunder, the
Manager shall be entitled to the fees and terms of payment as set forth in Appendix B to this
Agreement, as the same may be amended from time to time by written agreement signed by the Manager
and the Customer. The Manager may, at its discretion, make payments out of such fees to any
affiliate from which the Manager obtains assistance. Custodial fees, if any, are charged separately
by the Custodian for the Account and are not included in Appendix B unless specifically set forth
therein. The Customer shall be responsible for payment of brokerage commissions, transfer fees,
registration costs, taxes and other similar reasonable out of pocket costs and transaction-related
expenses and fees arising out of transactions in/management of the Account and the Customer hereby
authorizes the Manager to incur such expenses for the Account, provided that any such expenses so
incurred are disclosed in reasonable detail in reports contemplated by Section 10 hereof. Without
prejudice and in addition to any lien, right of set-off or other similar rights to which the
Manager or its affiliates may be entitled to exercise whether by law or otherwise over the Account
(or any securities or moneys therein), the Account (and moneys and securities therein) shall be
subject to a general lien and charge in favour of the Manager in so far as there remains any
outstanding amounts due from the Customer to the Manager under this Agreement. All fees are
exclusive of any value added or similar taxes which, if payable, shall be payable by the Customer.



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14. Services to Other Clients; Certain Affiliated Activities.



14.1 The relationship between the Manager and the Customer is as described in this Agreement
and permits, expressly as set forth herein, the Manager and its affiliates to effect transactions
with or for the Account in instances in which the Manager and its affiliates may have multiple
interests. However, if the Manager acts in circumstances where it has a material interest or
conflict of interests, the Manager will take reasonable steps to ensure the Customer is treated
fairly. In this regard, the Manager has established, implemented and maintains a written conflicts
of interest policy (full details of which are available on request from the Manager). In this
regard the Customer understands that the Manager is part of a worldwide, full service investment
banking, broker-dealer, asset management organization, and as such, the Manager and its affiliates
(the “Firm”) and their managing directors, directors, officers and employees (“Personnel”) may have
multiple advisory, transactional and financial and other interests in securities, instruments and
companies that may be purchased, sold or held by the Manager for the Account. The Firm may act as
adviser to clients in investment banking, financial advisory, asset management and other capacities
related to instruments that may be purchased, sold or held in the Account, and the Firm may issue,
or be engaged as underwriter for the issuer of, instruments that the Account may purchase, sell or
hold. At times, these activities may cause departments of the Firm to give advice to clients that
may cause these clients to take actions adverse to the interests of the Customer. The Firm and
Personnel may act in a proprietary capacity with long or short positions, in instruments of all
types, including those that the Account may purchase, sell or hold. Such activities could affect
the prices and the availability of the securities and instruments that the Manager seeks to buy or
sell for the Account, which could adversely impact the performance of the Account. Personnel may
serve as directors of companies the securities of which the Account may purchase, sell or hold. The
Firm and Personnel may give advice, and take action, with respect to any of the Firm’s clients or
proprietary accounts that may differ from the advice given, or may involve a different timing or
nature of action taken, than with respect to any one or all of the Manager’s accounts, and effect
transactions for such clients or proprietary accounts at prices or rates that may be more or less
favorable than for the Account. Without limitation to the foregoing the Customer understands that
since the Firm is a worldwide, full service investment banking, broker-dealer, asset management
organization, and as such the Firm and (where applicable) Firm Personnel may subject to compliance
with the Rules, obtain from and keep or pay to third parties (including affiliates) any profits,
commissions and fees in connection with their activities for other clients and their own accounts.
In such circumstances, the Manager shall not be required to take account of such profits,
commissions and fees in determining its own fees or sums due on the Customer’s account; and/or
receive from and keep or pay to third parties (including affiliates) fees, commissions or other
benefits and share charges in respect of the services provided to the Customer hereunder with third
parties (including affiliates). The amount or basis of any fee, commission or other benefit
received by the Manager from such a third party or paid by the Manager to such a third party in
connection with the services provided to the Customer hereunder, and the amount or basis of any
charges shares with a third party (other than employees of the Manager) will be disclosed to the
Customer to the extent required by the Rules, and such disclosure may be in summary form only.
Further details on the Manager’s conflict of interest policy will be available upon request. The
Firm and Personnel may obtain and keep any profits, commissions and fees accruing to them in
connection with other activities for themselves and other clients and their own accounts and the
Manager’s fees as set forth in this Agreement shall not be abated thereby.



14.2 The Customer understands that the ability of the Manager and its affiliates to effect
and/or recommend transactions may be restricted by applicable regulatory requirements in the United
Kingdom (including the Rules), the European Union, the United States or elsewhere and/or their
internal policies designed to comply with such requirements. As a result, there may be periods
when the Manager will not initiate or recommend certain types of transactions in certain
investments when the Manager or its affiliates are performing investment banking or other services
or when aggregated position limits have been reached and the Customer will not be advised of that
fact. Without limitation, when the Manager or an affiliate is engaged in an underwriting or other
distribution of securities of a company, the Manager may in certain circumstances be prohibited
from purchasing or recommending the purchase of certain securities of that company for its clients.



14.3 The Customer should be aware that from time to time at the Manager’s discretion, advisory
Personnel may consult with Personnel in proprietary trading or other areas of the Firm or form
investment policy committees comprised of such Firm Personnel, and the performance of Firm
Personnel obligations related to their consultation with the Manager could conflict with their
areas of primary responsibility within the Firm. In connection with their activities with the
Manager, such Firm Personnel may receive information regarding the Manager’s proposed investment
activities which is not generally available to the public. However, there will be no obligation on
the part of such Firm Personnel to make available for use by investment management clients of the
Manager any information or strategies known to them or developed in connection with their client,
proprietary or other activities. In addition, the Firm will be under no obligation to make
available any research or analysis prior to its public dissemination. Furthermore, the Firm shall
have no obligation to recommend for purchase or sale by investment management accounts of the
Manager any security that the Firm or Personnel may purchase for themselves or for any other
clients. The Firm shall have no obligation to seek to obtain any material, non-public (“inside”)
information about any issuer of securities, and will not effect transactions for investment
management accounts of the Manager on the basis of any inside information as may come into its
possession.



14.4 In the event that the Manager is authorized to effect transactions in Derivatives
pursuant to the Guidelines, including contingent liability investments, it may settle or close out
such transactions without further reference to the Customer. The Manager may debit the Account
with any sums required to pay or supplement any deposit or margin support of such transaction.



15. Risk Disclosures. The Customer’s attention is drawn to Appendix E which contains
certain important risk disclosures. By executing this Agreement the Customer represents and
warrants that it has read and understood Appendix E.



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16. Duration and Termination.



16.1 This Agreement may be terminated: (a) by either party upon 30 days’ prior written notice
at any time to the other party; (b) or immediately by either party in the event of a material
breach by the other party of the terms of this Agreement and failure to cure such violation within
30 days of becoming aware of, or receiving notice from, the other party of such violation; or (c)
by the Customer at any time with Cause (as defined below) or upon a Change in Control (as defined
below) of The Goldman Sachs Group, Inc. or the Manager. “Cause” shall mean (a) a willful violation
by the Manager of this Agreement or the Guidelines and (b) suspension of payments by the Manager of
its debts, entry by the Manager into an arrangement with its creditors, cessation of business by
the Manager, or threats by the Manager to cease carrying on its business, or the bankruptcy,
insolvency, liquidation, rehabilitation or reorganization of the Manager; or the appointment of a
receiver, liquidator or rehabilitator to cover the Manager. “Change in Control” shall mean the
acquisition of ownership, directly or indirectly, beneficially or of record, by any person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and
Exchange Commission thereunder as in effect on the date hereof), of interests representing more
than 50% of the voting interest of a corporation or other entity, but excluding any such person or
group that owns interests representing more than 50% of such voting interests on the date hereof.



16.2 Upon termination in accordance with this Section, the Customer will pay the fees of the
Manager referred to in Section 13 of this Agreement prorated to the date of termination and the
Customer shall honor any trades entered but not settled before the date of any such termination.
Sections 7, 8, 12, 13 and 22 shall survive the termination of this Agreement. Upon termination,
except as the Customer may otherwise direct, the Account will be liquidated in an orderly manner at
a fee to be agreed between the parties.



17. Notices. Except as otherwise specifically provided in Section 9, all notices
shall be deemed duly given when sent in writing to the appropriate party at the addresses appearing
at the end of this Agreement for each signatory hereto, or to such other address as shall be
notified in writing by that party to the other party from time to time or, if sent by facsimile
transmission, upon transmission.



18. Entire Agreement; Amendment, Etc.



18.1 This Agreement, including the Appendices attached hereto, states the entire agreement of
the parties with respect to management of the Account and no variation to this Agreement shall be
effective unless amended by a writing signed by the parties hereto.



18.2 In the event that any term, condition or provision of this Agreement is held to be a
violation of any applicable law, statute or regulation the same shall be deemed to be deleted from
this Agreement and shall be of no force and effect and this Agreement shall remain in full force
and effect as if such term, condition or provision had not originally been contained in this
Agreement. Notwithstanding the foregoing, in the event of such deletion the parties shall
negotiate in good faith in order to agree to the terms of a mutually acceptable and satisfactory
alternative provision in place of the provision so deleted.



18.3 A person who is not a party to this Agreement has no right under the Contracts (Right of
Third Parties) Act 1999 to enforce any term of this Agreement.



19. Effective Date. This Agreement shall become effective on the day and year first
written above. The Manager shall commence its discretionary investment management activities, as
contemplated under the Agreement, on the earlier of the date of (i) execution of this Agreement by
each of the parties, (ii) the receipt by the Manager of confirmation in writing from the Custodian
that either cleared funds are available to the Manager for investment on behalf of the Customer or
that assets initially comprising the Account have been delivered to the Custodian and are available
for disposition by the Manager, or (iii) such other date agreed upon in writing between the Manager
and the Customer.



20. Complaints. Without prejudice to any and all rights that the Customer may have
under this Agreement and applicable law, all formal complaints should in the first instance be made
in writing to the Compliance Officer of the Manager at Christchurch Court 10-15 Newgate Street,
London, EC1A 7HD, England. In addition, the Customer has a right to complain direct to the U.K.
Investment Ombudsman. A statement is available from the Manager describing the Customer’s right to
compensation, if any, in the event that the Manager is unable to meet its liabilities.



21. Miscellaneous. The Customer agrees that telephone conversations between it and
the Manager and its affiliates may be recorded. The Customer will inform its employees and
subcontractors of such recording and obtain any statements of consent that are necessary.



22. Governing Law. This Agreement shall be governed by, and construed in accordance
with the laws of England and Wales. The Customer understands that the Manager’s activities for the
Customer will not be subject to the protections afforded under U.S. law extent to the extent the
Manager shall choose to delegate any functions hereunder to affiliates located in the United
States.



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and
the year first above written.



	 	 	 
	GOLDMAN SACHS ASSET MANAGEMENT

INTERNATIONAL

By:      

Name:

	 	[Name of ALLIED WORLD ASSURANCE

COMPANY entity]

By:      

Name:
	Title:

	 	Title:
	Notice Address:

	 	Notice Address:







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