WHITE MOUNTAINS INSURANCE GROUP LTD - FORM 10-Q - EX-10.1 - EXHIBIT 10.1 - May 2, 2016

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EX-10.2 - EXHIBIT 10.2 - WHITE MOUNTAINS INSURANCE GROUP LTDwtm10-q33116ex102.htm
EX-31.2 - EXHIBIT 31.2 - WHITE MOUNTAINS INSURANCE GROUP LTDwtm10-q33116ex312.htm
EX-31.1 - EXHIBIT 31.1 - WHITE MOUNTAINS INSURANCE GROUP LTDwtm10-q33116ex311.htm
10-Q - 10-Q - WHITE MOUNTAINS INSURANCE GROUP LTDwtm10-q33116.htm
EX-32.1 - EXHIBIT 32.1 - WHITE MOUNTAINS INSURANCE GROUP LTDwtm10-q33116ex321.htm
EX-32.2 - EXHIBIT 32.2 - WHITE MOUNTAINS INSURANCE GROUP LTDwtm10-q33116ex322.htm
EX-10.3 - EXHIBIT 10.3 - WHITE MOUNTAINS INSURANCE GROUP LTDwtm10-q33116ex103.htm


Exhibit 10.1

SECOND AMENDMENT TO THE AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT


This SECOND AMENDMENT dated as of June l, 2015 to the Amended and Restated Investment Management Agreement ("Agreement") dated as of December 23, 2014 is entered into between WHITE MOUNTAINS ADVISORS LLC, a Delaware limited liability company (the "Advisor"), and ONEBEACON INSURANCE GROUP, LTD., an exempted limited liability company organized under the laws of Bermuda (the "Client"). Capitalized terms used but not defined herein have the meaning set forth in the Agreement.

WHEREAS, the Advisor and the Client are parties ("Parties") to the Agreement; and
WHEREAS, pursuant to Section 18 of the Agreement, the Client and Advisor desires to modify certain terms of the Agreement.

NOW, THEREFORE, the Parties, intending to be legally bound agree as follows:


1. Schedule A of the Agreement, is deleted it in its entirety and replaced with the following Management Fee schedule.
2. Except as expressly modified by this Amendment, the Investment Management Agreement is hereby ratified and confirmed in full force and effect.






























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SCHEDULE A

FEE SCHEDULE

1.    Investment Account


Assets Under Management
Annual Fee
Quarterly Fee
 
 
 
Investment Grade Fixed Income:
 
 
Up to $1 billion
10 bps
2.500 bps
$1 billion - $2 billion
8.5 bps
2.125 bps
$2 billion - $5 billion
7.5 bps
1.875 bps
Greater than $5 billion
2.5 bps
0.625 bps
 
 
 
Equities
100 bps
25 bps
 
 
 
Exchange Traded Funds (ETFs)
10 bps
2.5 bps
 
 
 
Hedge Funds
100 bps
25 bps
 
 
 
Private Equities:
 
 
First 2 Years of Fund's Life (Committed)
100 bps
25 bps
Thereafter (Fair Value)
100 bps
25 bps
 
 
 
Affordable Housing Tax Credit Funds
 
 
First Year of Fund's Life (Committed)
100 bps
25 bps
Thereafter (Fair Value)
10 bps
2.5 bps

2.
Treasury Management Services. The Advisor will be paid a quarterly fee for the treasury management services computed at the annual rate of 1.75 basis points (0.0175%) of the aggregate value of the net assets of the Client's Investment Account.















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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/ Kevin B. Crawford
 
By
/s/ Sarah A. Kolar
Print:
Kevin B. Crawford
 
Print:
Sarah A. Kolar
Title:
CCO
 
Title:
Secretary
 
 
 
 
 








































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