Exhibit 10.2.1


 


INVESTMENT MANAGEMENT AGREEMENT


 


ONEBEACON ASSET MANAGEMENT, INC.,
a Delaware corporation (the “Adviser”), having an address at One Beacon Street,
Boston, Massachusetts 02108, and                                                                                                                           
(the “Client”), having an address at                                        ,
hereby enter into this Investment Management Agreement, dated as of                  
(“this Agreement”), and hereby agree that the Adviser shall act as
discretionary adviser with respect to the assets of the Client 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.


 


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 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. Adviser shall have full discretion and
authority, without obtaining any prior approval, as the Client’s agent and
attorney-in-fact: (a) to make all investment decisions in respect of the
Investment Account on the Client’s behalf and at the Client’s sole risk; (b) to
buy, sell, exchange, convert, liquidate or otherwise trade in any stock, bond
and other securities in respect of the Investment Account; (c) to place
orders with respect to, and to arrange for, any of the foregoing; and (d) in
furtherance of the foregoing, to do anything which 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. Notwithstanding the foregoing, it
is understood that the Client shall have the ultimate and final authority over
investment decisions and policies, including without limitation the purchase
and sale of securities.


 


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 and warrants that it
has full legal power and authority to enter into this Agreement and that the
appointment of the Adviser hereunder is permitted by the entity’s governing
documents and has been duly authorized by all necessary corporate or other
action, and the Client agrees to 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 such representations and warranties.


 


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


 


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client will provide written authorization to the custodian to pay the
Management Fee directly from the Investment Account.


 


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).


 


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, and any assignment without such consent shall automatically cause the
termination hereof.


 


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, officers, employees and
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 stockholders, directors, 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
stockholders, directors, 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 that the Adviser or


 


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its stockholders, directors, 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.


 


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 having 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 thirty (30) 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 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 Commonwealth of Massachusetts.


 


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


 


22.                                Receipt of Disclosure Statement. The Client acknowledges receipt of a copy
of Part II of the Adviser’s Form ADV in compliance with Rule 204-3(b) under
the Investment Advisers Act of 1940, as amended, more than 48 hours prior to
the date of execution of this Agreement. The Adviser shall annually and without
charge, upon request by the Client, deliver


 


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to the Client the current version of such form or a written
document containing at least the information then required to be contained in
such form.


 


23.                                 Counterparts. This Agreement may be executed in two
counterparts, each one of which shall be deemed to be an original.


 


24.                                 Prior Agreement. This Agreement supersedes the existing Investment
Management Agreement between the Adviser and the Client.


 


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:

  	
  CLIENT:

  
	
  ONEBEACON ASSET
  MANAGEMENT, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  President

  	
   

  	
   

  	
  Treasurer

  	
   

  



 


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SCHEDULE A


 


	
  Assets Under Management

  	
   

  	
  Annual
  Fee

  	
   

  	
  Quarterly
  Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Up
  to $100 million

  	
   

  	
  30
  basis points

  (0.3% or 0.003)

  	
   

  	
  7.5
  basis points

  (0.075% or 0.00075)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Next
  $400 million

  	
   

  	
  20
  basis points

  	
   

  	
  5
  basis points

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  More
  than $500 million

  	
   

  	
  15
  basis points

  	
   

  	
  3.75
  basis points

  	
   

  



 


 


Fee Schedule Effective 7/1/02