(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 New York
The Northern Assurance Company of America
OneBeacon America Insurance Company
OneBeacon Insurance Company
OneBeacon Lloyd's of Texas
OneBeacon Midwest 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 Lloyd's, Inc.
OneBeacon Professional Insurance, Inc.
OneBeacon Risk Management, Inc.
OneBeacon Services, LLC
OneBeacon Sports and Leisure, LLC
20
NEW JERSEY ADDENDUM TO
INVESTMENT MANAGEMENT AGREEMENT
WHITE MOUNTAINS ADVISORS LLC, a Delaware limited liability company (the
"Advisor"), having an address at 200 Hubbard Road, Guilford, Connecticut 06437,
and THE CAMDEN FIRE INSURANCE ASSOCIATION, a New Jersey corporation (the
"Company") , having an address at One Beacon Lane, Canton, Massachusetts 02021,
hereby enter into this New Jersey Addendum dated as of
October 1, 2010 (this
"Addendum"), and agree that the Investment Management Agreement of even date
herewith (the "Agreement") among the Advisor, the Company and certain other
parties is hereby amended as between the Advisor and the Company as follows:
1.
Section 18 of the Agreement is hereby amended by adding the
following sentence at the end:
"In addition, no assignment, amendment,
modification or termination of this Agreement shall be effective unless such
assignment, amendment, modification or termination is (i) filed with the New
Jersey Department of Banking and Insurance at least thirty (30) days prior to
the proposed effective date, (ii) not disapproved by said Department, (iii) made
in writing, and (iv) signed by the parties hereto."
2.
The first sentence of Section 19 of the Agreement is hereby
amended to read in its entirety as follows:
"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,
the decision of the arbitrators shall be final and binding on the
parties involved, and judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction."
3.
Except as expressly modified by this Addendum between the Advisor
and the Company, the Agreement is hereby ratified in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
by their respective duly authorized representatives as of the date first written
above.
WHITE MOUNTAINS ADVISORS LLC
THE CAMDEN FIRE INSURANCE ASSOCIATION
By:
/s/ Manning Rountree
By:
/s/ Todd C. Mills
Print:
Manning Rountree
Print: Todd C. Mills
Title:
President
Title: Treasurer
1