1025-00003 · Delaware corp · Charters/Execution Versions

restated-charter-investment-committee.docx DOCUMENT Capital Markets

15 / 35 ← → ✕

AMENDED AND RESTATED CHARTER OF THE INVESTMENT COMMITTEE OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.

Adopted by the Board of Directors on December 11, 2025

This Amended and Restated Charter supersedes and replaces the Charter of the Investment Committee originally adopted on February 12, 2016.

EXECUTION VERSION

Right-click to update Table of Contents

ARTICLE I — PURPOSE

The Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a corporation organized under the laws of the State of Delaware (the "Company" or "Quorum"), the common stock of which is listed on the New York Stock Exchange under the ticker symbol "QIHC," has established the Investment Committee of the Board of Directors (the "Committee") to assist the Board in fulfilling its fiduciary and oversight responsibilities with respect to the management and stewardship of the Company's consolidated investment portfolio and related investment activities.

The Committee's purpose is to provide informed, independent oversight in the following areas:

1. Investment Policies, Strategies, and Guidelines. The Committee shall oversee the development, periodic review, and implementation of the Company's investment policies, strategies, and guidelines, ensuring that such policies are consistent with the Company's overall corporate strategy, risk appetite, capital adequacy requirements, and obligations to policyholders, shareholders, and other stakeholders.

2. Management and Performance of the Consolidated Investment Portfolio. The Committee shall oversee the management and performance of the Company's consolidated investment portfolio, which had total invested assets of approximately $16.4 billion as of fiscal year-end 2024. The Committee shall ensure that the portfolio is managed in a manner consistent with the Company's Investment Policy Statement, applicable legal and regulatory requirements, and sound investment practices.

3. Legal, Regulatory, and Risk-Management Compliance. The Committee shall oversee compliance of the Company's investment activities with all applicable legal, regulatory, and risk-management requirements. This responsibility extends, without limitation, to the investment activities of each of the Company's regulated insurance subsidiaries: Quorum Property & Casualty Insurance Company, a Connecticut-domiciled insurer (NAIC Company Code 38472); Lone Star Specialty Insurance Company, a Texas-domiciled insurer (NAIC Company Code 41359); and Great Lakes Surety & Indemnity Co., an Ohio-domiciled insurer (NAIC Company Code 29814). Each of these subsidiaries is subject to state-specific investment laws, admissibility standards, and risk-based capital requirements that bear directly on the composition and management of the Company's investment portfolio.

4. Environmental, Social, and Governance (ESG) Considerations. The Committee shall oversee the integration of environmental, social, and governance ("ESG") considerations into the Company's investment strategy and decision-making processes, consistent with the Board's commitment to responsible stewardship and long-term value creation.

5. Delegation of Investment Authority. The Committee shall exercise and administer the investment authority delegated to it by the Board within the parameters established by the Board and consistent with the Company's Delegation of Authority Matrix (the "DOA Matrix"), ensuring that management operates within clearly defined authority levels and that appropriate escalation procedures are maintained.

6. Coordination with the Risk Committee. The Committee shall coordinate with the Risk Committee of the Board to ensure that investment-related risks are appropriately identified, measured, monitored, and integrated into the Company's enterprise risk management framework.

The Committee recognizes that its role is one of oversight. The management of the Company's day-to-day investment operations is the responsibility of the Company's officers and management, including the Chief Investment Officer, subject to the oversight and direction of the Committee and the Board.

ARTICLE II — COMPOSITION AND MEMBERSHIP

Section 2.1 — Number of Members

The Committee shall consist of no fewer than three (3) members of the Board. The exact number of members serving on the Committee at any given time shall be determined by the Board from time to time, taking into consideration the scope of the Committee's responsibilities, the availability and qualifications of Board members, and the efficient functioning of the Committee. All members of the Committee shall be appointed by the Board upon the recommendation of the Nominating & Corporate Governance Committee of the Board.

Section 2.2 — Independence and Qualifications

Each member of the Committee shall satisfy the independence requirements applicable to directors of companies listed on the New York Stock Exchange, as set forth in Section 303A of the NYSE Listed Company Manual, and shall also meet the independence standards established by applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). No member of the Committee shall have any relationship with the Company or any of its subsidiaries that, in the judgment of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a Committee member.

In addition to the foregoing independence requirements, at least one (1) member of the Committee shall have significant professional experience in investment management, asset allocation, portfolio construction, or financial markets oversight, as determined by the Board. In appointing members to the Committee, the Board shall give due consideration to each prospective member's investment expertise, financial literacy, familiarity with institutional investment practices, knowledge of insurance industry investment operations, and relevant professional experience, including experience with fixed-income markets, alternative investments, regulatory compliance, or enterprise risk management.

Section 2.3 — Chair

The Board shall designate one member of the Committee to serve as Chair of the Committee (the "Chair"). As of the date of adoption of this Amended and Restated Charter, the Chair of the Committee shall be Jonathan K. Whitmore, or such other independent director as the Board may designate from time to time upon the recommendation of the Nominating & Corporate Governance Committee.

The Chair shall preside at all meetings of the Committee, establish the agenda for each meeting in consultation with management and other Committee members, and serve as the principal liaison between the Committee and the full Board on all investment-related matters. In the absence of the Chair at any meeting, the Committee members present at such meeting shall select one of their number to serve as acting Chair for the duration of that meeting.

Section 2.4 — Appointment and Term

Members of the Committee shall be appointed annually at the first meeting of the Board held following the Company's annual meeting of shareholders. Each member shall serve until his or her successor is duly appointed by the Board, or until his or her earlier resignation from the Committee, removal from the Committee by the Board, or cessation of membership on the Board for any reason (including expiration of the director's term, failure to be re-elected, or resignation from the Board).

The Board may remove or replace any member of the Committee at any time, in its sole discretion, with or without cause. Any vacancy on the Committee, whether arising from death, resignation, removal, disqualification, or increase in the number of Committee members, shall be filled by the Board upon the recommendation of the Nominating & Corporate Governance Committee. A member appointed to fill a vacancy on the Committee shall serve for the remainder of the term of the member he or she replaces, or until his or her successor is duly appointed.

ARTICLE III — MEETINGS AND PROCEDURES

Section 3.1 — Frequency

The Committee shall meet at least four (4) times per year, approximately once per calendar quarter, and shall meet more frequently as circumstances require or as the Chair deems necessary or appropriate to fulfill the Committee's responsibilities. The Committee shall establish a regular meeting calendar at the beginning of each fiscal year.

Special meetings of the Committee may be called at any time by the Chair of the Committee, by any two (2) members of the Committee, or by the Chair of the Board. Notice of any special meeting shall be given to all Committee members in a manner consistent with the Company's Bylaws and applicable law, and shall include, to the extent practicable, a description of the purpose of the special meeting and any materials relevant to the matters to be discussed.

Section 3.2 — Quorum and Voting

A majority of the members of the Committee then in office shall constitute a quorum for the transaction of business at any meeting of the Committee. No business shall be transacted at any meeting at which a quorum is not present, except that a lesser number of members may adjourn the meeting to a later date.

All actions of the Committee shall be taken by a majority vote of the members present at a duly called meeting at which a quorum is present. Each member of the Committee shall have one vote. In the event of a tie vote, the matter shall be referred to the full Board for determination.

The Committee may act by unanimous written consent in lieu of a meeting, to the extent permitted under Section 141(f) of the Delaware General Corporation Law (the "DGCL"). Any action taken by unanimous written consent shall have the same force and effect as an action taken at a duly called and held meeting. Copies of any written consent shall be filed with the minutes of the Committee.

Section 3.3 — Attendance and Participation

The Committee may invite any member of management, including the Chief Executive Officer (Margaret A. Calloway), the Chief Financial Officer (Patricia Sung-Hee Lam), the Chief Investment Officer, or any other officer, employee, or agent of the Company or its subsidiaries, to attend all or any portion of any meeting of the Committee and to provide information, analysis, or recommendations as the Committee deems appropriate. The Committee may also invite representatives of external investment managers, custodians, investment consultants, legal counsel, or other advisors to attend meetings and to participate in discussions relevant to their areas of expertise.

Non-members of the Committee who attend meetings at the Committee's invitation shall not have the right to vote on any matter before the Committee. The Committee may exclude any non-member from all or any portion of a meeting, including for purposes of conducting executive sessions.

Members of the Committee may participate in meetings by means of telephone conference, video conference, or other communications equipment by which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting for all purposes, including the determination of a quorum.

Section 3.4 — Agenda and Minutes

The Chair shall establish the agenda for each meeting of the Committee, in consultation with the Chief Investment Officer, the Chief Financial Officer, and other members of the Committee. The agenda and any supporting materials shall be distributed to Committee members in advance of each meeting, to the extent practicable, in order to permit adequate review and preparation.

Minutes of each meeting of the Committee shall be prepared promptly following each meeting and shall be maintained as part of the permanent corporate records of the Company. The preparation and maintenance of the minutes shall be supervised by the General Counsel & Corporate Secretary, Dennis R. Okonkwo, or his or her designee. Draft minutes shall be circulated to all Committee members for review and shall be submitted for approval at the next regularly scheduled meeting of the Committee.

Section 3.5 — Executive Sessions

The Committee may meet in executive session without any members of management or other non-Committee personnel present, as it deems necessary or appropriate. The Committee shall have the discretion to determine the frequency and subject matter of such executive sessions. The Chair shall preside over all executive sessions of the Committee, and any actions or recommendations arising from an executive session shall be recorded in the minutes of the meeting, to the extent appropriate and consistent with the purpose of the session.

ARTICLE IV — AUTHORITY AND RESPONSIBILITIES

The Committee shall have the following authority and responsibilities, in addition to any other duties that may be assigned to the Committee by the Board from time to time:

Section 4.1 — Investment Policy Oversight

The Committee shall review and recommend to the Board for approval the Company's Investment Policy Statement (the "IPS"), which shall set forth the Company's investment objectives, risk tolerances, asset-allocation targets, permissible asset classes (including, without limitation, fixed-income securities, equities, real estate, private equity, hedge funds, infrastructure, and other alternative investments), duration parameters, credit-quality standards, concentration limits, and liquidity requirements. The IPS shall address the investment objectives and constraints applicable to the consolidated investment portfolio as well as the specific requirements and restrictions applicable to each of the Company's regulated insurance subsidiaries.

The Committee shall review the IPS at least annually, or more frequently as warranted by material changes in market conditions, regulatory requirements, the Company's financial condition, or the Company's strategic direction. The Committee shall have the authority to review and approve amendments to the IPS that fall within the scope of the Committee's delegated authority as set forth in the DOA Matrix. Any proposed amendments to the IPS that exceed the Committee's delegated authority shall be reviewed by the Committee and recommended to the full Board for approval.

The Committee shall monitor compliance with the IPS across the consolidated investment portfolio and at each regulated insurance subsidiary, including by reviewing periodic compliance reports prepared by the Chief Investment Officer or other designated officers and, as appropriate, by the Company's internal audit function or external compliance advisors.

Section 4.2 — Delegation of Investment Authority

The Committee shall exercise the investment authority delegated to it by the Board and set forth in the DOA Matrix, as such matrix may be amended from time to time. Such delegated authority shall include, without limitation:

(a) Single-Issuer Exposure. The authority to approve single-issuer credit exposures of up to $75.0 million. This threshold has been increased from the prior threshold of $50.0 million, which was established under the original Charter adopted on February 12, 2016, in order to reflect the 46.4% growth in the Company's total invested assets from approximately $11.2 billion at fiscal year-end 2015 to approximately $16.4 billion at fiscal year-end 2024. Exposures to any single issuer in excess of $75.0 million shall require the approval of the full Board.

(b) Portfolio Rebalancing and Asset-Class Reallocations. The authority to approve portfolio rebalancing transactions and asset-class reallocations within the parameters established by the IPS, including tactical adjustments to asset-allocation targets in response to market conditions, provided that such adjustments remain within the permissible ranges set forth in the IPS.

(c) Aggregate Portfolio Risk Exposures, Concentration Limits, and Sector Allocations. Oversight of aggregate portfolio risk exposures, compliance with concentration limits (including limits by issuer, sector, geography, credit rating, and asset class), and sector allocations, in each case as set forth in the IPS and the DOA Matrix.

Any investment transactions, exposures, or commitments that exceed the thresholds set forth in the DOA Matrix or the Committee's delegated authority shall require the approval of the full Board prior to execution. The Committee shall implement procedures to ensure that management promptly identifies and escalates any transaction that approaches or exceeds the applicable thresholds.

The Committee shall periodically, and not less frequently than annually, review the investment-related thresholds set forth in the DOA Matrix and shall recommend adjustments to the Board as warranted by changes in the size of the investment portfolio, prevailing market conditions, regulatory developments, or the Company's risk appetite and strategic objectives.

Section 4.3 — Investment Performance Monitoring

The Committee shall review and evaluate the performance of the Company's investment portfolio on at least a quarterly basis. Such review shall encompass, without limitation, the following:

(a) Total Return, Income Yield, and Capital Appreciation/Depreciation. Assessment of the portfolio's total investment return, including net investment income, realized gains and losses, and changes in unrealized gains and losses, on both an absolute and risk-adjusted basis.

(b) Benchmark and Peer Comparisons. Evaluation of portfolio performance relative to applicable market benchmarks (including, as appropriate, the Westmark Services Inc. U.S. Aggregate Bond Index, sector-specific indices, and other relevant benchmarks) and relative to the investment performance of peer insurance holding companies and industry composites.

(c) Asset-Liability Matching and Duration Analysis. Review of the alignment of the investment portfolio with the Company's insurance liabilities, including analysis of duration, cash-flow matching, and the adequacy of the portfolio's liquidity to meet policyholder obligations as they become due. This analysis shall be conducted with particular attention to the asset-liability profiles of each of the Company's insurance operating subsidiaries.

(d) Realized and Unrealized Gains and Losses. Monitoring of realized and unrealized gains and losses across the portfolio, including the identification of trends, drivers, and potential implications for the Company's reported financial results and statutory surplus.

(e) Credit Quality, Impairment Analysis, and Watch-List Securities. Review of the credit quality of the portfolio, including credit-rating distributions, credit migration, and the identification and monitoring of watch-list securities. The Committee shall receive reports on the impairment analysis conducted by management in accordance with applicable accounting standards (including ASC 326 — Financial Instruments — Credit Losses), including any other-than-temporary impairment determinations and their impact on reported financial results.

Section 4.4 — External Investment Managers and Advisors

The Committee shall oversee the selection, appointment, compensation, and ongoing performance evaluation of all external investment managers, custodians, and investment advisors retained by the Company or any of its subsidiaries to manage or advise on all or any portion of the investment portfolio. In fulfilling this responsibility, the Committee shall:

(a) Establish and periodically review criteria for the selection and evaluation of external investment managers, taking into account factors such as investment philosophy and process, historical performance, risk management capabilities, organizational stability, regulatory standing, fee structures, and alignment with the Company's investment objectives and ESG policies.

(b) Review and approve the terms of material investment management agreements, advisory contracts, and custodial arrangements, subject to the dollar thresholds and other parameters set forth in the DOA Matrix.

(c) Receive and review periodic performance reports from external investment managers and custodians, including attribution analysis, compliance reporting, and assessments of adherence to stated investment mandates and guidelines.

(d) Consider whether to retain, terminate, or replace any external investment manager or custodian based on performance, compliance, organizational changes, or other relevant factors.

The Committee shall have sole authority to retain and terminate independent investment consultants or advisors to assist the Committee in fulfilling its responsibilities under this Charter. The Committee shall have the authority to approve the fees, engagement terms, and scope of work of any such independent consultant or advisor, without the need for further approval by the Board. The Company shall provide funding for the compensation and expenses of any independent consultant or advisor retained by the Committee pursuant to this Section.

Section 4.5 — Risk Oversight — Investment-Related Risks

The Committee shall monitor and evaluate investment-related risks on an ongoing basis, including but not limited to the following:

(a) Market Risk. Exposure to fluctuations in interest rates, equity prices, foreign currency exchange rates, and other market factors that may affect the value of the investment portfolio.

(b) Credit Risk and Counterparty Risk. Risk of loss arising from the failure of an issuer, borrower, or counterparty to meet its financial obligations, including exposure to credit deterioration, default, and counterparty insolvency.

(c) Liquidity Risk. Risk that the Company may be unable to liquidate investment positions in a timely manner and at reasonable prices to meet policyholder obligations, operating expenses, or other cash-flow needs.

(d) Concentration Risk. Risk arising from excessive concentration of the investment portfolio in any single issuer, sector, geographic region, or asset class, relative to established limits.

(e) Derivatives and Hedging Activity Risk. Risk associated with the use of derivatives instruments for hedging or other purposes, including basis risk, rollover risk, and the risk of inadequate hedge effectiveness.

(f) Regulatory Risk. Risk related to changes in state insurance investment laws and regulations that may affect the admissibility, valuation, or risk-based capital treatment of invested assets held by the Company's regulated insurance subsidiaries.

The Committee shall coordinate with the Risk Committee of the Board to ensure that investment-related risks are appropriately reflected in the Company's enterprise risk management ("ERM") framework. The Committee and the Risk Committee shall share information and analyses as necessary to ensure a comprehensive and integrated approach to risk oversight.

Section 4.6 — ESG Integration in Investment Strategy

The Committee shall oversee the integration of environmental, social, and governance factors into the Company's investment decision-making processes and portfolio management activities. In fulfilling this responsibility, the Committee shall:

(a) Review and recommend to the Board any ESG-specific investment policies, guidelines, or exclusion/inclusion criteria applicable to the Company's investment portfolio, including policies relating to fossil fuel exposure, thermal coal divestment, human rights, and responsible ownership.

(b) Monitor and report to the Board on ESG-related investment metrics, including but not limited to:

(i) The portfolio's carbon footprint and exposure to climate-related financial risks, including transition risk and physical risk, as assessed under recognized methodologies (such as the Task Force on Climate-related Financial Disclosures ("TCFD") framework or its successor frameworks).

(ii) ESG ratings and scoring of portfolio holdings, based on data provided by recognized ESG ratings providers.

(iii) The Company's impact investing and sustainable investment initiatives, including investments in green bonds, social bonds, sustainability-linked instruments, and other impact-oriented strategies.

(iv) The Company's alignment with any voluntary frameworks, principles, or commitments adopted by the Company, such as the United Nations Principles for Responsible Investment ("UN PRI") or similar industry initiatives.

(c) Consider ESG factors, including each manager's ESG policies, integration practices, stewardship activities, and proxy voting policies, in the evaluation and selection of external investment managers retained by the Company.

Section 4.7 — Insurance Regulatory Compliance — Investment Activities

The Committee shall oversee compliance of the Company's investment activities with applicable state insurance investment laws and regulations. This responsibility extends to all investments held by or on behalf of each of the Company's regulated insurance subsidiaries, including:

(a) Quorum Property & Casualty Insurance Company, domiciled in the State of Connecticut and subject to the investment requirements of the Connecticut Insurance Code (Conn. Gen. Stat. §§ 38a-102 through 38a-102j) and the rules and regulations of the Connecticut Insurance Department.

(b) Lone Star Specialty Insurance Company, domiciled in the State of Texas and subject to the investment requirements of the Texas Insurance Code (Tex. Ins. Code Ch. 424 and related provisions) and the rules and regulations of the Texas Department of Insurance.

(c) Great Lakes Surety & Indemnity Co., domiciled in the State of Ohio and subject to the investment requirements of the Ohio Revised Code (Ohio Rev. Code §§ 3925.08 through 3925.15 and related provisions) and the rules and regulations of the Ohio Department of Insurance.

The Committee shall ensure that the investment portfolio of each regulated insurance subsidiary complies with the applicable admissibility requirements, diversification and concentration limits, and risk-based capital considerations established by the subsidiary's state of domicile and any other states in which the subsidiary is licensed to transact business.

The Committee shall receive regular reports from management and, as appropriate, from Broadleaf Insurance Regulatory Consultants, LLC, or other external regulatory advisors regarding regulatory developments, proposed legislative or regulatory changes, and examination findings that may affect the investment portfolio or the Company's investment compliance obligations.

Section 4.8 — Capital Markets Transactions

The Committee shall review and make recommendations to the Board regarding the investment implications of significant capital markets transactions proposed or undertaken by the Company or any of its subsidiaries, including, without limitation, debt issuances, equity capital raises, share repurchase programs, and balance-sheet restructurings, to the extent such transactions affect the Company's invested assets, investment income, asset-liability profile, or overall financial flexibility. The Committee shall consult with the Audit Committee and the full Board as appropriate in connection with such reviews.

Section 4.9 — Reporting to the Board

The Chair of the Committee shall report regularly to the full Board on the Committee's activities, findings, and recommendations. Such reports shall be made at least quarterly, at the next regularly scheduled Board meeting following each Committee meeting, and shall include, at a minimum, a summary of the following:

(a) Investment portfolio performance and significant developments during the reporting period, including changes in asset allocation, notable transactions, and any material market or credit events.

(b) Any material deviations from the IPS, the DOA Matrix thresholds, or other investment guidelines, including the nature of the deviation, the circumstances giving rise to it, and any corrective actions taken or recommended.

(c) Current and anticipated risk exposures and risk-mitigation actions, including changes in market risk, credit risk, liquidity risk, and concentration risk.

(d) ESG investment metrics and initiatives, including any updates to ESG policies, changes in portfolio carbon footprint, and progress toward voluntary commitments.

(e) Regulatory compliance matters relating to invested assets, including any material examination findings, regulatory inquiries, or changes in admissibility or risk-based capital requirements.

In addition to quarterly reports, the Chair shall promptly report to the Board on any matter arising between regular meetings that, in the Chair's judgment, requires the Board's attention or action.

Section 4.10 — Coordination with Other Board Committees

The Committee shall coordinate its activities with the following committees of the Board to avoid unnecessary duplication of effort and to ensure comprehensive and integrated oversight:

(a) Risk Committee (chaired by Raymond T. Huerta): The Committee shall coordinate with the Risk Committee on all matters relating to investment-related risks, including the integration of investment risk into the Company's ERM framework, catastrophe exposure as it relates to invested assets, and the valuation and credit quality of reinsurance recoverables and other reinsurance assets.

(b) Audit Committee (chaired by Dr. Lilian Fong-Archer): The Committee shall coordinate with the Audit Committee on matters relating to the valuation of invested assets, impairment analysis and loss recognition, the assessment of internal controls over investment operations, and the review of investment-related disclosures in the Company's periodic filings with the SEC and in statutory financial statements.

(c) Technology & Cybersecurity Oversight Committee (chaired by Priya Narasimhan): The Committee shall coordinate with the Technology & Cybersecurity Oversight Committee on matters relating to cybersecurity risks associated with investment systems, trading platforms, custodial systems, and third-party technology platforms used in portfolio management, execution, and reporting.

The Chair of the Committee may attend meetings of the Risk Committee, Audit Committee, or Technology & Cybersecurity Oversight Committee, and the chairs of those committees may attend meetings of the Committee, when matters of mutual concern or overlapping jurisdiction are on the agenda. Such cross-attendance shall be at the invitation of the chair of the host committee or by mutual agreement of the respective committee chairs.

ARTICLE V — DELEGATION TO SUBCOMMITTEES AND MANAGEMENT

Section 5.1 — Subcommittees

The Committee may, from time to time, form and delegate authority to one or more subcommittees, each consisting of one or more members of the Committee, to the extent consistent with Section 141(c) of the DGCL, the Company's Amended and Restated Bylaws, and this Charter. Any such subcommittee shall operate under terms of reference established by the Committee and shall report to the Committee on its activities. Any delegation of authority to a subcommittee shall not relieve the Committee of its overall responsibility for the matters so delegated, and the Committee shall retain supervisory authority over all subcommittee activities. The Committee may dissolve any subcommittee at any time.

Section 5.2 — Delegation to Management

The Committee may delegate to the Chief Executive Officer, the Chief Financial Officer, the Chief Investment Officer, or other designated officers of the Company, day-to-day investment management authority within the parameters and limitations established by the IPS, the DOA Matrix, and any further investment guidelines or instructions adopted by the Committee. Such delegations shall be documented in writing and shall specify the scope, limits, and reporting requirements applicable to the exercise of delegated authority.

Management shall report regularly to the Committee on the exercise of delegated investment authority, including detailed reports on any transactions that approach or exceed delegated thresholds, any exceptions to or deviations from established guidelines, and any circumstances that may require an adjustment to the scope of delegated authority. Such reports shall be made at each regularly scheduled meeting of the Committee, or more frequently if circumstances warrant.

Nothing in this Section 5.2 shall be construed to limit the Committee's authority to modify, restrict, or revoke any delegation to management at any time, with or without cause.

ARTICLE VI — RESOURCES, ADVISORS, AND FUNDING

Section 6.1 — Independent Advisors

The Committee shall have the sole authority to retain, at the Company's expense and without obtaining further approval from the Board, independent investment consultants, legal counsel, valuation experts, and any other advisors as it deems necessary or appropriate to fulfill its responsibilities under this Charter. The Committee shall have the authority to determine the scope of engagement, fees, and other retention terms for any such advisor, and to terminate any such engagement at its discretion.

In exercising this authority, the Committee shall take into consideration the independence, qualifications, and potential conflicts of interest of any prospective advisor, and shall satisfy itself that the advisor's retention is in the best interests of the Company and its shareholders.

Section 6.2 — Access to Information

The Committee shall have full and unrestricted access to the Company's books, records, facilities, officers, employees, and internal and external advisors (including the Company's independent auditors, actuaries, and regulatory counsel), as it deems necessary or appropriate to carry out its responsibilities. Management and employees of the Company shall cooperate fully with the Committee and shall provide complete, accurate, and timely information in response to requests from the Committee or any of its members. Any concerns regarding the timeliness or completeness of information provided to the Committee shall be reported to the Chair for resolution.

Section 6.3 — Funding

The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for:

(a) The compensation, fees, and expenses of any independent investment consultants, legal counsel, or other advisors retained by the Committee pursuant to Section 6.1 of this Charter.

(b) The ordinary administrative expenses of the Committee that are necessary or appropriate for the Committee to carry out its responsibilities, including expenses related to the conduct of meetings, the engagement of advisors, and the preparation and distribution of meeting materials.

The Committee shall not be required to obtain Board pre-approval for expenditures that it deems necessary or appropriate in connection with the foregoing, provided that the Committee shall exercise sound judgment and fiscal responsibility in authorizing such expenditures.

ARTICLE VII — ANNUAL SELF-EVALUATION

The Committee shall conduct an annual self-evaluation of its own performance and effectiveness. The self-evaluation shall assess, at a minimum:

(a) Whether the Committee has fulfilled its responsibilities as set forth in this Charter during the evaluation period.

(b) The adequacy and appropriateness of this Charter, including whether the Charter's scope and provisions remain well-suited to the Committee's responsibilities and the Company's current circumstances.

(c) The effectiveness of coordination between the Committee and the Risk Committee, the Audit Committee, the Technology & Cybersecurity Oversight Committee, and other Board committees.

(d) The quality and timeliness of information and materials provided to the Committee by management and external advisors.

(e) The effectiveness of the Committee's interactions with management, including the Chief Investment Officer and external investment managers.

The self-evaluation may take such form as the Committee determines appropriate, including the use of questionnaires, interviews, facilitated discussions, or engagement of third-party governance consultants.

The results of the annual self-evaluation shall be reported to the Nominating & Corporate Governance Committee and to the full Board. Based on the findings of the self-evaluation, the Committee shall recommend to the Board any revisions to this Charter, changes to the Committee's composition, or other improvements that the Committee believes are necessary or desirable to enhance its effectiveness.

ARTICLE VIII — AMENDMENT AND REVIEW

This Charter may be amended at any time by action of the Board of Directors, without the approval of the Company's shareholders. The Committee shall review this Charter at least annually, in connection with the Committee's annual self-evaluation or at such other time as the Committee deems appropriate, and shall recommend to the Board any proposed amendments or revisions that the Committee considers necessary or advisable in light of changes in applicable law, regulation, listing standards, industry best practices, or the Company's business and operations.

Any amendment to this Charter shall be subject to applicable NYSE listing requirements regarding website posting and disclosure, including the requirement that the Company's corporate governance documents, including committee charters, be made publicly available on the Company's website.

ARTICLE IX — GOVERNING LAW

This Charter shall be governed by and construed in accordance with the laws of the State of Delaware, including, without limitation, the Delaware General Corporation Law (including, in particular, Sections 141(a) and 141(c) of the DGCL), without regard to conflict-of-laws principles that might result in the application of the laws of any other jurisdiction.

Nothing in this Charter is intended to, or shall be construed to, create any rights in any director, officer, employee, shareholder, creditor, policyholder, or any other person or entity, or to expand the rights of any such person or entity beyond those provided by applicable law, the Company's Amended and Restated Certificate of Incorporation, or the Company's Amended and Restated Bylaws. This Charter is an internal governance document of the Company and does not create any legally binding obligations on the part of the Company or the Board, except as required by applicable law or the Company's governing documents.

ARTICLE X — EFFECTIVE DATE

This Amended and Restated Charter is effective as of December 11, 2025, the date of its adoption by the Board of Directors of Quorum Insurance Holdings Corp. at a duly convened meeting of the Board held on such date.

Effective upon its adoption, this Amended and Restated Charter supersedes and replaces in its entirety the Charter of the Investment Committee originally adopted by the Board of Directors on February 12, 2016, and any and all amendments thereto. All references to the "Charter" of the Investment Committee in the Company's Bylaws, corporate governance guidelines, or other governance documents shall be deemed to refer to this Amended and Restated Charter.

ATTESTATION

I, Dennis R. Okonkwo, General Counsel & Corporate Secretary of Quorum Insurance Holdings Corp., do hereby certify that the foregoing Amended and Restated Charter of the Investment Committee of the Board of Directors was duly adopted by the Board of Directors of Quorum Insurance Holdings Corp. at a meeting of the Board duly called and held on December 11, 2025, at which a quorum was present and acting throughout, and that this document constitutes a true and correct copy of such Charter as adopted.

QUORUM INSURANCE HOLDINGS CORP.

By: ________

Name: Dennis R. Okonkwo

Title: General Counsel & Corporate Secretary

Date: December 11, 2025

AMENDED AND RESTATED CHARTER OF THE INVESTMENT COMMITTEE OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.
Adopted by the Board of Directors on December 11, 2025
This Amended and Restated Charter supersedes and replaces the Charter of the Investment Committee originally adopted on February 12, 2016.
EXECUTION VERSION
Right-click to update Table of Contents
ARTICLE I — PURPOSE
The Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a corporation organized under the laws of the State of Delaware (the "Company" or "Quorum"), the common stock of which is listed on the New York Stock Exchange under the ticker symbol "QIHC," has established the Investment Committee of the Board of Directors (the "Committee") to assist the Board in fulfilling its fiduciary and oversight responsibilities with respect to the management and stewardship of the Company's consolidated investment portfolio and related investment activities.
The Committee's purpose is to provide informed, independent oversight in the following areas:
1.  Investment Policies, Strategies, and Guidelines. The Committee shall oversee the development, periodic review, and implementation of the Company's investment policies, strategies, and guidelines, ensuring that such policies are consistent with the Company's overall corporate strategy, risk appetite, capital adequacy requirements, and obligations to policyholders, shareholders, and other stakeholders.
2.  Management and Performance of the Consolidated Investment Portfolio. The Committee shall oversee the management and performance of the Company's consolidated investment portfolio, which had total invested assets of approximately $16.4 billion as of fiscal year-end 2024. The Committee shall ensure that the portfolio is managed in a manner consistent with the Company's Investment Policy Statement, applicable legal and regulatory requirements, and sound investment practices.
3.  Legal, Regulatory, and Risk-Management Compliance. The Committee shall oversee compliance of the Company's investment activities with all applicable legal, regulatory, and risk-management requirements. This responsibility extends, without limitation, to the investment activities of each of the Company's regulated insurance subsidiaries: Quorum Property & Casualty Insurance Company, a Connecticut-domiciled insurer (NAIC Company Code 38472); Lone Star Specialty Insurance Company, a Texas-domiciled insurer (NAIC Company Code 41359); and Great Lakes Surety & Indemnity Co., an Ohio-domiciled insurer (NAIC Company Code 29814). Each of these subsidiaries is subject to state-specific investment laws, admissibility standards, and risk-based capital requirements that bear directly on the composition and management of the Company's investment portfolio.
4.  Environmental, Social, and Governance (ESG) Considerations. The Committee shall oversee the integration of environmental, social, and governance ("ESG") considerations into the Company's investment strategy and decision-making processes, consistent with the Board's commitment to responsible stewardship and long-term value creation.
5.  Delegation of Investment Authority. The Committee shall exercise and administer the investment authority delegated to it by the Board within the parameters established by the Board and consistent with the Company's Delegation of Authority Matrix (the "DOA Matrix"), ensuring that management operates within clearly defined authority levels and that appropriate escalation procedures are maintained.
6.  Coordination with the Risk Committee. The Committee shall coordinate with the Risk Committee of the Board to ensure that investment-related risks are appropriately identified, measured, monitored, and integrated into the Company's enterprise risk management framework.
The Committee recognizes that its role is one of oversight. The management of the Company's day-to-day investment operations is the responsibility of the Company's officers and management, including the Chief Investment Officer, subject to the oversight and direction of the Committee and the Board.
ARTICLE II — COMPOSITION AND MEMBERSHIP
Section 2.1 — Number of Members
The Committee shall consist of no fewer than three (3) members of the Board. The exact number of members serving on the Committee at any given time shall be determined by the Board from time to time, taking into consideration the scope of the Committee's responsibilities, the availability and qualifications of Board members, and the efficient functioning of the Committee. All members of the Committee shall be appointed by the Board upon the recommendation of the Nominating & Corporate Governance Committee of the Board.
Section 2.2 — Independence and Qualifications
Each member of the Committee shall satisfy the independence requirements applicable to directors of companies listed on the New York Stock Exchange, as set forth in Section 303A of the NYSE Listed Company Manual, and shall also meet the independence standards established by applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). No member of the Committee shall have any relationship with the Company or any of its subsidiaries that, in the judgment of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a Committee member.
In addition to the foregoing independence requirements, at least one (1) member of the Committee shall have significant professional experience in investment management, asset allocation, portfolio construction, or financial markets oversight, as determined by the Board. In appointing members to the Committee, the Board shall give due consideration to each prospective member's investment expertise, financial literacy, familiarity with institutional investment practices, knowledge of insurance industry investment operations, and relevant professional experience, including experience with fixed-income markets, alternative investments, regulatory compliance, or enterprise risk management.
Section 2.3 — Chair
The Board shall designate one member of the Committee to serve as Chair of the Committee (the "Chair"). As of the date of adoption of this Amended and Restated Charter, the Chair of the Committee shall be Jonathan K. Whitmore, or such other independent director as the Board may designate from time to time upon the recommendation of the Nominating & Corporate Governance Committee.
The Chair shall preside at all meetings of the Committee, establish the agenda for each meeting in consultation with management and other Committee members, and serve as the principal liaison between the Committee and the full Board on all investment-related matters. In the absence of the Chair at any meeting, the Committee members present at such meeting shall select one of their number to serve as acting Chair for the duration of that meeting.
Section 2.4 — Appointment and Term
Members of the Committee shall be appointed annually at the first meeting of the Board held following the Company's annual meeting of shareholders. Each member shall serve until his or her successor is duly appointed by the Board, or until his or her earlier resignation from the Committee, removal from the Committee by the Board, or cessation of membership on the Board for any reason (including expiration of the director's term, failure to be re-elected, or resignation from the Board).
The Board may remove or replace any member of the Committee at any time, in its sole discretion, with or without cause. Any vacancy on the Committee, whether arising from death, resignation, removal, disqualification, or increase in the number of Committee members, shall be filled by the Board upon the recommendation of the Nominating & Corporate Governance Committee. A member appointed to fill a vacancy on the Committee shall serve for the remainder of the term of the member he or she replaces, or until his or her successor is duly appointed.
ARTICLE III — MEETINGS AND PROCEDURES
Section 3.1 — Frequency
The Committee shall meet at least four (4) times per year, approximately once per calendar quarter, and shall meet more frequently as circumstances require or as the Chair deems necessary or appropriate to fulfill the Committee's responsibilities. The Committee shall establish a regular meeting calendar at the beginning of each fiscal year.
Special meetings of the Committee may be called at any time by the Chair of the Committee, by any two (2) members of the Committee, or by the Chair of the Board. Notice of any special meeting shall be given to all Committee members in a manner consistent with the Company's Bylaws and applicable law, and shall include, to the extent practicable, a description of the purpose of the special meeting and any materials relevant to the matters to be discussed.
Section 3.2 — Quorum and Voting
A majority of the members of the Committee then in office shall constitute a quorum for the transaction of business at any meeting of the Committee. No business shall be transacted at any meeting at which a quorum is not present, except that a lesser number of members may adjourn the meeting to a later date.
All actions of the Committee shall be taken by a majority vote of the members present at a duly called meeting at which a quorum is present. Each member of the Committee shall have one vote. In the event of a tie vote, the matter shall be referred to the full Board for determination.
The Committee may act by unanimous written consent in lieu of a meeting, to the extent permitted under Section 141(f) of the Delaware General Corporation Law (the "DGCL"). Any action taken by unanimous written consent shall have the same force and effect as an action taken at a duly called and held meeting. Copies of any written consent shall be filed with the minutes of the Committee.
Section 3.3 — Attendance and Participation
The Committee may invite any member of management, including the Chief Executive Officer (Margaret A. Calloway), the Chief Financial Officer (Patricia Sung-Hee Lam), the Chief Investment Officer, or any other officer, employee, or agent of the Company or its subsidiaries, to attend all or any portion of any meeting of the Committee and to provide information, analysis, or recommendations as the Committee deems appropriate. The Committee may also invite representatives of external investment managers, custodians, investment consultants, legal counsel, or other advisors to attend meetings and to participate in discussions relevant to their areas of expertise.
Non-members of the Committee who attend meetings at the Committee's invitation shall not have the right to vote on any matter before the Committee. The Committee may exclude any non-member from all or any portion of a meeting, including for purposes of conducting executive sessions.
Members of the Committee may participate in meetings by means of telephone conference, video conference, or other communications equipment by which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting for all purposes, including the determination of a quorum.
Section 3.4 — Agenda and Minutes
The Chair shall establish the agenda for each meeting of the Committee, in consultation with the Chief Investment Officer, the Chief Financial Officer, and other members of the Committee. The agenda and any supporting materials shall be distributed to Committee members in advance of each meeting, to the extent practicable, in order to permit adequate review and preparation.
Minutes of each meeting of the Committee shall be prepared promptly following each meeting and shall be maintained as part of the permanent corporate records of the Company. The preparation and maintenance of the minutes shall be supervised by the General Counsel & Corporate Secretary, Dennis R. Okonkwo, or his or her designee. Draft minutes shall be circulated to all Committee members for review and shall be submitted for approval at the next regularly scheduled meeting of the Committee.
Section 3.5 — Executive Sessions
The Committee may meet in executive session without any members of management or other non-Committee personnel present, as it deems necessary or appropriate. The Committee shall have the discretion to determine the frequency and subject matter of such executive sessions. The Chair shall preside over all executive sessions of the Committee, and any actions or recommendations arising from an executive session shall be recorded in the minutes of the meeting, to the extent appropriate and consistent with the purpose of the session.
ARTICLE IV — AUTHORITY AND RESPONSIBILITIES
The Committee shall have the following authority and responsibilities, in addition to any other duties that may be assigned to the Committee by the Board from time to time:
Section 4.1 — Investment Policy Oversight
The Committee shall review and recommend to the Board for approval the Company's Investment Policy Statement (the "IPS"), which shall set forth the Company's investment objectives, risk tolerances, asset-allocation targets, permissible asset classes (including, without limitation, fixed-income securities, equities, real estate, private equity, hedge funds, infrastructure, and other alternative investments), duration parameters, credit-quality standards, concentration limits, and liquidity requirements. The IPS shall address the investment objectives and constraints applicable to the consolidated investment portfolio as well as the specific requirements and restrictions applicable to each of the Company's regulated insurance subsidiaries.
The Committee shall review the IPS at least annually, or more frequently as warranted by material changes in market conditions, regulatory requirements, the Company's financial condition, or the Company's strategic direction. The Committee shall have the authority to review and approve amendments to the IPS that fall within the scope of the Committee's delegated authority as set forth in the DOA Matrix. Any proposed amendments to the IPS that exceed the Committee's delegated authority shall be reviewed by the Committee and recommended to the full Board for approval.
The Committee shall monitor compliance with the IPS across the consolidated investment portfolio and at each regulated insurance subsidiary, including by reviewing periodic compliance reports prepared by the Chief Investment Officer or other designated officers and, as appropriate, by the Company's internal audit function or external compliance advisors.
Section 4.2 — Delegation of Investment Authority
The Committee shall exercise the investment authority delegated to it by the Board and set forth in the DOA Matrix, as such matrix may be amended from time to time. Such delegated authority shall include, without limitation:
(a) Single-Issuer Exposure. The authority to approve single-issuer credit exposures of up to $75.0 million. This threshold has been increased from the prior threshold of $50.0 million, which was established under the original Charter adopted on February 12, 2016, in order to reflect the 46.4% growth in the Company's total invested assets from approximately $11.2 billion at fiscal year-end 2015 to approximately $16.4 billion at fiscal year-end 2024. Exposures to any single issuer in excess of $75.0 million shall require the approval of the full Board.
(b) Portfolio Rebalancing and Asset-Class Reallocations. The authority to approve portfolio rebalancing transactions and asset-class reallocations within the parameters established by the IPS, including tactical adjustments to asset-allocation targets in response to market conditions, provided that such adjustments remain within the permissible ranges set forth in the IPS.
(c) Aggregate Portfolio Risk Exposures, Concentration Limits, and Sector Allocations. Oversight of aggregate portfolio risk exposures, compliance with concentration limits (including limits by issuer, sector, geography, credit rating, and asset class), and sector allocations, in each case as set forth in the IPS and the DOA Matrix.
Any investment transactions, exposures, or commitments that exceed the thresholds set forth in the DOA Matrix or the Committee's delegated authority shall require the approval of the full Board prior to execution. The Committee shall implement procedures to ensure that management promptly identifies and escalates any transaction that approaches or exceeds the applicable thresholds.
The Committee shall periodically, and not less frequently than annually, review the investment-related thresholds set forth in the DOA Matrix and shall recommend adjustments to the Board as warranted by changes in the size of the investment portfolio, prevailing market conditions, regulatory developments, or the Company's risk appetite and strategic objectives.
Section 4.3 — Investment Performance Monitoring
The Committee shall review and evaluate the performance of the Company's investment portfolio on at least a quarterly basis. Such review shall encompass, without limitation, the following:
(a) Total Return, Income Yield, and Capital Appreciation/Depreciation. Assessment of the portfolio's total investment return, including net investment income, realized gains and losses, and changes in unrealized gains and losses, on both an absolute and risk-adjusted basis.
(b) Benchmark and Peer Comparisons. Evaluation of portfolio performance relative to applicable market benchmarks (including, as appropriate, the Westmark Services Inc. U.S. Aggregate Bond Index, sector-specific indices, and other relevant benchmarks) and relative to the investment performance of peer insurance holding companies and industry composites.
(c) Asset-Liability Matching and Duration Analysis. Review of the alignment of the investment portfolio with the Company's insurance liabilities, including analysis of duration, cash-flow matching, and the adequacy of the portfolio's liquidity to meet policyholder obligations as they become due. This analysis shall be conducted with particular attention to the asset-liability profiles of each of the Company's insurance operating subsidiaries.
(d) Realized and Unrealized Gains and Losses. Monitoring of realized and unrealized gains and losses across the portfolio, including the identification of trends, drivers, and potential implications for the Company's reported financial results and statutory surplus.
(e) Credit Quality, Impairment Analysis, and Watch-List Securities. Review of the credit quality of the portfolio, including credit-rating distributions, credit migration, and the identification and monitoring of watch-list securities. The Committee shall receive reports on the impairment analysis conducted by management in accordance with applicable accounting standards (including ASC 326 — Financial Instruments — Credit Losses), including any other-than-temporary impairment determinations and their impact on reported financial results.
Section 4.4 — External Investment Managers and Advisors
The Committee shall oversee the selection, appointment, compensation, and ongoing performance evaluation of all external investment managers, custodians, and investment advisors retained by the Company or any of its subsidiaries to manage or advise on all or any portion of the investment portfolio. In fulfilling this responsibility, the Committee shall:
(a) Establish and periodically review criteria for the selection and evaluation of external investment managers, taking into account factors such as investment philosophy and process, historical performance, risk management capabilities, organizational stability, regulatory standing, fee structures, and alignment with the Company's investment objectives and ESG policies.
(b) Review and approve the terms of material investment management agreements, advisory contracts, and custodial arrangements, subject to the dollar thresholds and other parameters set forth in the DOA Matrix.
(c) Receive and review periodic performance reports from external investment managers and custodians, including attribution analysis, compliance reporting, and assessments of adherence to stated investment mandates and guidelines.
(d) Consider whether to retain, terminate, or replace any external investment manager or custodian based on performance, compliance, organizational changes, or other relevant factors.
The Committee shall have sole authority to retain and terminate independent investment consultants or advisors to assist the Committee in fulfilling its responsibilities under this Charter. The Committee shall have the authority to approve the fees, engagement terms, and scope of work of any such independent consultant or advisor, without the need for further approval by the Board. The Company shall provide funding for the compensation and expenses of any independent consultant or advisor retained by the Committee pursuant to this Section.
Section 4.5 — Risk Oversight — Investment-Related Risks
The Committee shall monitor and evaluate investment-related risks on an ongoing basis, including but not limited to the following:
(a) Market Risk. Exposure to fluctuations in interest rates, equity prices, foreign currency exchange rates, and other market factors that may affect the value of the investment portfolio.
(b) Credit Risk and Counterparty Risk. Risk of loss arising from the failure of an issuer, borrower, or counterparty to meet its financial obligations, including exposure to credit deterioration, default, and counterparty insolvency.
(c) Liquidity Risk. Risk that the Company may be unable to liquidate investment positions in a timely manner and at reasonable prices to meet policyholder obligations, operating expenses, or other cash-flow needs.
(d) Concentration Risk. Risk arising from excessive concentration of the investment portfolio in any single issuer, sector, geographic region, or asset class, relative to established limits.
(e) Derivatives and Hedging Activity Risk. Risk associated with the use of derivatives instruments for hedging or other purposes, including basis risk, rollover risk, and the risk of inadequate hedge effectiveness.
(f) Regulatory Risk. Risk related to changes in state insurance investment laws and regulations that may affect the admissibility, valuation, or risk-based capital treatment of invested assets held by the Company's regulated insurance subsidiaries.
The Committee shall coordinate with the Risk Committee of the Board to ensure that investment-related risks are appropriately reflected in the Company's enterprise risk management ("ERM") framework. The Committee and the Risk Committee shall share information and analyses as necessary to ensure a comprehensive and integrated approach to risk oversight.
Section 4.6 — ESG Integration in Investment Strategy
The Committee shall oversee the integration of environmental, social, and governance factors into the Company's investment decision-making processes and portfolio management activities. In fulfilling this responsibility, the Committee shall:
(a) Review and recommend to the Board any ESG-specific investment policies, guidelines, or exclusion/inclusion criteria applicable to the Company's investment portfolio, including policies relating to fossil fuel exposure, thermal coal divestment, human rights, and responsible ownership.
(b) Monitor and report to the Board on ESG-related investment metrics, including but not limited to:
(i) The portfolio's carbon footprint and exposure to climate-related financial risks, including transition risk and physical risk, as assessed under recognized methodologies (such as the Task Force on Climate-related Financial Disclosures ("TCFD") framework or its successor frameworks).
(ii) ESG ratings and scoring of portfolio holdings, based on data provided by recognized ESG ratings providers.
(iii) The Company's impact investing and sustainable investment initiatives, including investments in green bonds, social bonds, sustainability-linked instruments, and other impact-oriented strategies.
(iv) The Company's alignment with any voluntary frameworks, principles, or commitments adopted by the Company, such as the United Nations Principles for Responsible Investment ("UN PRI") or similar industry initiatives.
(c) Consider ESG factors, including each manager's ESG policies, integration practices, stewardship activities, and proxy voting policies, in the evaluation and selection of external investment managers retained by the Company.
Section 4.7 — Insurance Regulatory Compliance — Investment Activities
The Committee shall oversee compliance of the Company's investment activities with applicable state insurance investment laws and regulations. This responsibility extends to all investments held by or on behalf of each of the Company's regulated insurance subsidiaries, including:
(a) Quorum Property & Casualty Insurance Company, domiciled in the State of Connecticut and subject to the investment requirements of the Connecticut Insurance Code (Conn. Gen. Stat. §§ 38a-102 through 38a-102j) and the rules and regulations of the Connecticut Insurance Department.
(b) Lone Star Specialty Insurance Company, domiciled in the State of Texas and subject to the investment requirements of the Texas Insurance Code (Tex. Ins. Code Ch. 424 and related provisions) and the rules and regulations of the Texas Department of Insurance.
(c) Great Lakes Surety & Indemnity Co., domiciled in the State of Ohio and subject to the investment requirements of the Ohio Revised Code (Ohio Rev. Code §§ 3925.08 through 3925.15 and related provisions) and the rules and regulations of the Ohio Department of Insurance.
The Committee shall ensure that the investment portfolio of each regulated insurance subsidiary complies with the applicable admissibility requirements, diversification and concentration limits, and risk-based capital considerations established by the subsidiary's state of domicile and any other states in which the subsidiary is licensed to transact business.
The Committee shall receive regular reports from management and, as appropriate, from Broadleaf Insurance Regulatory Consultants, LLC, or other external regulatory advisors regarding regulatory developments, proposed legislative or regulatory changes, and examination findings that may affect the investment portfolio or the Company's investment compliance obligations.
Section 4.8 — Capital Markets Transactions
The Committee shall review and make recommendations to the Board regarding the investment implications of significant capital markets transactions proposed or undertaken by the Company or any of its subsidiaries, including, without limitation, debt issuances, equity capital raises, share repurchase programs, and balance-sheet restructurings, to the extent such transactions affect the Company's invested assets, investment income, asset-liability profile, or overall financial flexibility. The Committee shall consult with the Audit Committee and the full Board as appropriate in connection with such reviews.
Section 4.9 — Reporting to the Board
The Chair of the Committee shall report regularly to the full Board on the Committee's activities, findings, and recommendations. Such reports shall be made at least quarterly, at the next regularly scheduled Board meeting following each Committee meeting, and shall include, at a minimum, a summary of the following:
(a) Investment portfolio performance and significant developments during the reporting period, including changes in asset allocation, notable transactions, and any material market or credit events.
(b) Any material deviations from the IPS, the DOA Matrix thresholds, or other investment guidelines, including the nature of the deviation, the circumstances giving rise to it, and any corrective actions taken or recommended.
(c) Current and anticipated risk exposures and risk-mitigation actions, including changes in market risk, credit risk, liquidity risk, and concentration risk.
(d) ESG investment metrics and initiatives, including any updates to ESG policies, changes in portfolio carbon footprint, and progress toward voluntary commitments.
(e) Regulatory compliance matters relating to invested assets, including any material examination findings, regulatory inquiries, or changes in admissibility or risk-based capital requirements.
In addition to quarterly reports, the Chair shall promptly report to the Board on any matter arising between regular meetings that, in the Chair's judgment, requires the Board's attention or action.
Section 4.10 — Coordination with Other Board Committees
The Committee shall coordinate its activities with the following committees of the Board to avoid unnecessary duplication of effort and to ensure comprehensive and integrated oversight:
(a) Risk Committee (chaired by Raymond T. Huerta): The Committee shall coordinate with the Risk Committee on all matters relating to investment-related risks, including the integration of investment risk into the Company's ERM framework, catastrophe exposure as it relates to invested assets, and the valuation and credit quality of reinsurance recoverables and other reinsurance assets.
(b) Audit Committee (chaired by Dr. Lilian Fong-Archer): The Committee shall coordinate with the Audit Committee on matters relating to the valuation of invested assets, impairment analysis and loss recognition, the assessment of internal controls over investment operations, and the review of investment-related disclosures in the Company's periodic filings with the SEC and in statutory financial statements.
(c) Technology & Cybersecurity Oversight Committee (chaired by Priya Narasimhan): The Committee shall coordinate with the Technology & Cybersecurity Oversight Committee on matters relating to cybersecurity risks associated with investment systems, trading platforms, custodial systems, and third-party technology platforms used in portfolio management, execution, and reporting.
The Chair of the Committee may attend meetings of the Risk Committee, Audit Committee, or Technology & Cybersecurity Oversight Committee, and the chairs of those committees may attend meetings of the Committee, when matters of mutual concern or overlapping jurisdiction are on the agenda. Such cross-attendance shall be at the invitation of the chair of the host committee or by mutual agreement of the respective committee chairs.
ARTICLE V — DELEGATION TO SUBCOMMITTEES AND MANAGEMENT
Section 5.1 — Subcommittees
The Committee may, from time to time, form and delegate authority to one or more subcommittees, each consisting of one or more members of the Committee, to the extent consistent with Section 141(c) of the DGCL, the Company's Amended and Restated Bylaws, and this Charter. Any such subcommittee shall operate under terms of reference established by the Committee and shall report to the Committee on its activities. Any delegation of authority to a subcommittee shall not relieve the Committee of its overall responsibility for the matters so delegated, and the Committee shall retain supervisory authority over all subcommittee activities. The Committee may dissolve any subcommittee at any time.
Section 5.2 — Delegation to Management
The Committee may delegate to the Chief Executive Officer, the Chief Financial Officer, the Chief Investment Officer, or other designated officers of the Company, day-to-day investment management authority within the parameters and limitations established by the IPS, the DOA Matrix, and any further investment guidelines or instructions adopted by the Committee. Such delegations shall be documented in writing and shall specify the scope, limits, and reporting requirements applicable to the exercise of delegated authority.
Management shall report regularly to the Committee on the exercise of delegated investment authority, including detailed reports on any transactions that approach or exceed delegated thresholds, any exceptions to or deviations from established guidelines, and any circumstances that may require an adjustment to the scope of delegated authority. Such reports shall be made at each regularly scheduled meeting of the Committee, or more frequently if circumstances warrant.
Nothing in this Section 5.2 shall be construed to limit the Committee's authority to modify, restrict, or revoke any delegation to management at any time, with or without cause.
ARTICLE VI — RESOURCES, ADVISORS, AND FUNDING
Section 6.1 — Independent Advisors
The Committee shall have the sole authority to retain, at the Company's expense and without obtaining further approval from the Board, independent investment consultants, legal counsel, valuation experts, and any other advisors as it deems necessary or appropriate to fulfill its responsibilities under this Charter. The Committee shall have the authority to determine the scope of engagement, fees, and other retention terms for any such advisor, and to terminate any such engagement at its discretion.
In exercising this authority, the Committee shall take into consideration the independence, qualifications, and potential conflicts of interest of any prospective advisor, and shall satisfy itself that the advisor's retention is in the best interests of the Company and its shareholders.
Section 6.2 — Access to Information
The Committee shall have full and unrestricted access to the Company's books, records, facilities, officers, employees, and internal and external advisors (including the Company's independent auditors, actuaries, and regulatory counsel), as it deems necessary or appropriate to carry out its responsibilities. Management and employees of the Company shall cooperate fully with the Committee and shall provide complete, accurate, and timely information in response to requests from the Committee or any of its members. Any concerns regarding the timeliness or completeness of information provided to the Committee shall be reported to the Chair for resolution.
Section 6.3 — Funding
The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for:
(a) The compensation, fees, and expenses of any independent investment consultants, legal counsel, or other advisors retained by the Committee pursuant to Section 6.1 of this Charter.
(b) The ordinary administrative expenses of the Committee that are necessary or appropriate for the Committee to carry out its responsibilities, including expenses related to the conduct of meetings, the engagement of advisors, and the preparation and distribution of meeting materials.
The Committee shall not be required to obtain Board pre-approval for expenditures that it deems necessary or appropriate in connection with the foregoing, provided that the Committee shall exercise sound judgment and fiscal responsibility in authorizing such expenditures.
ARTICLE VII — ANNUAL SELF-EVALUATION
The Committee shall conduct an annual self-evaluation of its own performance and effectiveness. The self-evaluation shall assess, at a minimum:
(a) Whether the Committee has fulfilled its responsibilities as set forth in this Charter during the evaluation period.
(b) The adequacy and appropriateness of this Charter, including whether the Charter's scope and provisions remain well-suited to the Committee's responsibilities and the Company's current circumstances.
(c) The effectiveness of coordination between the Committee and the Risk Committee, the Audit Committee, the Technology & Cybersecurity Oversight Committee, and other Board committees.
(d) The quality and timeliness of information and materials provided to the Committee by management and external advisors.
(e) The effectiveness of the Committee's interactions with management, including the Chief Investment Officer and external investment managers.
The self-evaluation may take such form as the Committee determines appropriate, including the use of questionnaires, interviews, facilitated discussions, or engagement of third-party governance consultants.
The results of the annual self-evaluation shall be reported to the Nominating & Corporate Governance Committee and to the full Board. Based on the findings of the self-evaluation, the Committee shall recommend to the Board any revisions to this Charter, changes to the Committee's composition, or other improvements that the Committee believes are necessary or desirable to enhance its effectiveness.
ARTICLE VIII — AMENDMENT AND REVIEW
This Charter may be amended at any time by action of the Board of Directors, without the approval of the Company's shareholders. The Committee shall review this Charter at least annually, in connection with the Committee's annual self-evaluation or at such other time as the Committee deems appropriate, and shall recommend to the Board any proposed amendments or revisions that the Committee considers necessary or advisable in light of changes in applicable law, regulation, listing standards, industry best practices, or the Company's business and operations.
Any amendment to this Charter shall be subject to applicable NYSE listing requirements regarding website posting and disclosure, including the requirement that the Company's corporate governance documents, including committee charters, be made publicly available on the Company's website.
ARTICLE IX — GOVERNING LAW
This Charter shall be governed by and construed in accordance with the laws of the State of Delaware, including, without limitation, the Delaware General Corporation Law (including, in particular, Sections 141(a) and 141(c) of the DGCL), without regard to conflict-of-laws principles that might result in the application of the laws of any other jurisdiction.
Nothing in this Charter is intended to, or shall be construed to, create any rights in any director, officer, employee, shareholder, creditor, policyholder, or any other person or entity, or to expand the rights of any such person or entity beyond those provided by applicable law, the Company's Amended and Restated Certificate of Incorporation, or the Company's Amended and Restated Bylaws. This Charter is an internal governance document of the Company and does not create any legally binding obligations on the part of the Company or the Board, except as required by applicable law or the Company's governing documents.
ARTICLE X — EFFECTIVE DATE
This Amended and Restated Charter is effective as of December 11, 2025, the date of its adoption by the Board of Directors of Quorum Insurance Holdings Corp. at a duly convened meeting of the Board held on such date.
Effective upon its adoption, this Amended and Restated Charter supersedes and replaces in its entirety the Charter of the Investment Committee originally adopted by the Board of Directors on February 12, 2016, and any and all amendments thereto. All references to the "Charter" of the Investment Committee in the Company's Bylaws, corporate governance guidelines, or other governance documents shall be deemed to refer to this Amended and Restated Charter.
ATTESTATION
I, Dennis R. Okonkwo, General Counsel & Corporate Secretary of Quorum Insurance Holdings Corp., do hereby certify that the foregoing Amended and Restated Charter of the Investment Committee of the Board of Directors was duly adopted by the Board of Directors of Quorum Insurance Holdings Corp. at a meeting of the Board duly called and held on December 11, 2025, at which a quorum was present and acting throughout, and that this document constitutes a true and correct copy of such Charter as adopted.
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: Dennis R. Okonkwo
Title: General Counsel & Corporate Secretary
Date: December 11, 2025

AMENDED AND RESTATED CHARTER OF THE INVESTMENT COMMITTEE OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.

EXECUTION VERSION

ATTESTATION

QUORUM INSURANCE HOLDINGS CORP.

Record

Parties

Dates

Amounts