Common use of Appointment of Investment Manager Clause in Contracts

Appointment of Investment Manager. (a) On the terms and subject to the conditions set forth herein, the Company hereby appoints the Investment Manager as investment manager of the Portfolio with discretionary authority to manage the investment and reinvestment of the funds and assets of the Portfolio in accordance with the terms hereof, including those set forth in Schedule 1 attached hereto (as amended or supplemented from time to time by either (i) an agreement in writing of the Company and the Investment Manager or (ii) in accordance with Section 2(b), the “Investment Guidelines”), and the Investment Manager accepts such appointment. (b) The Company shall retain discretion over asset allocation decisions, including, without limitation and for the avoidance of doubt, with respect to allocations of assets to and from the Portfolio generally, allocations to and from the Portfolio as compared to the portfolios of the Company’s Affiliates managed by the Investment Manager and allocations of assets among the Sub-Managers (as defined below). On or prior to the date hereof, the Company has provided the Investment Manager with certain asset allocation information with respect to the Portfolio. On or prior to the Initial AUM Satisfaction Date (as defined below), the Company shall provide the Investment Manager with its annual investment plan with respect to the Portfolio (as shall be revised on an annual basis and may otherwise be amended or updated by the Company from time to time, the “Allocation Guidelines”), and thereafter shall provide the Investment Manager with any subsequent versions of the Allocation Guidelines as well as any amendments or updates thereto impacting the Portfolio as soon as reasonably practicable. The Company agrees to provide the Investment Manager with reasonable advance written notice of any upcoming revisions, amendments or updates to the Allocation Guidelines impacting the Portfolio and, upon receipt thereof, the parties shall cooperate in good faith to mutually agree upon the manner and timing in which such revisions, amendments or updates are to be implemented with respect to the Portfolio (with such implementation period to be determined based upon the asset class(es) in question and the circumstances giving rise to such change, including, for the avoidance of doubt, applicable liquidity constraints and/or contractual obligations with respect to existing investments or investments in progress) (an “Allocation Transition Plan”) prior to the effectiveness thereof. References to the Investment Guidelines herein shall be deemed to include the Allocation Guidelines as they may be amended by any Allocation Transition Plan. To the extent the Allocation Guidelines are revised, amended or updated after the date hereof, except as set forth in any Allocation Transition Plan, such amended Allocation Guidelines will only apply on a prospective basis and will not affect any existing investments or investments in process as of the date of such revision, amendment or update. For purposes of this Agreement, “Initial AUM Satisfaction Date” shall mean the date on which the Company and its Affiliates have contributed assets to the Portfolio and the portfolios of its Affiliates managed by the Investment Manager with an aggregate value at least equal to $50 billion (where the value of such assets is fixed at the market value of such assets on the date of contribution to such portfolios).