Common use of Authority of the Investment Adviser Clause in Contracts

Authority of the Investment Adviser. (a) Subject to the terms of this Agreement, and subject always to the individual Investment Guidelines attached hereto and made a part hereof which each Subsidiary may revise at any time upon prior written notice to the Investment Adviser, the Investment Adviser will have full and sole discretionary authority, on behalf of Fortegra and each Subsidiary, to manage and control the Accounts and to invest and reinvest the assets contained therein; provided, however, that the Custodian(s) will always retain custody of the assets as described in Section 4 below. Except as otherwise provided herein, when exercising its authority as set forth in this Agreement, the Investment Adviser will be under no obligation to consult with or obtain the consent of Fortegra and/or any individual Subsidiary. Without limiting the generality of the foregoing, provided such actions are consistent with the investment guidelines and restrictions (as may be delivered to the Investment Adviser by Fortegra and each Subsidiary from time to time, “Guidelines”) and subject to the terms of this Agreement, the Investment Adviser is authorized with respect to the Account: i. to buy, settle, invest in, hold for investment, sell, exchange, trade in, deliver and otherwise deal in any security, asset or instrument; ii. to make all decisions relating to the manner, method and timing of investment transactions and to select brokers and dealers or counterparties for the execution, clearance and settlement of any transactions; iii. to execute, in the name and on behalf of Fortegra and each Subsidiary, all such agreements and other documents (including, without limitation, settlement documents, but excluding any agreements with the Custodian) and to take all such other actions that the Investment Adviser considers necessary or advisable to carry out its duties hereunder in full compliance with the terms hereof, and to make representations and covenants on behalf of Fortegra and each Subsidiary in relation thereto that (A) with respect to such representations, the Investment Adviser determines are factually accurate and (B) with respect to such covenants, neither Fortegra nor any Subsidiary has notified the Investment Adviser in writing it is not permitted to make such covenant; iv. to consult with Fortegra and each Subsidiary with respect to any settlement or compromise, or submission to arbitration, of any claims, debts, or damages, due or owing to or from Fortegra or each Subsidiary in relation to the Accounts or any assets held at any time in the Accounts and to take such actions as Fortegra and each Subsidiary may reasonably direct; v. purchase, sell, transfer, mortgage, pledge or otherwise deal in and exercise all rights (including but not limited to, voting and consent rights), powers, privileges and other incidents of ownership or possession with respect to assets of the Accounts and including the right to exercise options, conversion privileges, rights to subscribe to additional shares or other rights acquired with respect to the Accounts; vi. consent to or participate in dissolutions, bankruptcies, reorganizations, consolidations, mergers, sales, leases, or other changes affecting the Accounts or any assets held at any time in the Accounts; vii. invest in funds or accounts managed or sponsored by the Investment Adviser only as permitted by the Investment Guidelines; viii. to the extent permitted by applicable law and the Investment Guidelines, execute the purchase, sale or other transfer of securities or assets between or among the Accounts and other accounts managed by the Investment Adviser or its affiliates (a “Cross Trade”); ix. to the extent permitted by applicable law and the Investment Guidelines as well as the regulations and requirements of applicable States regulators, execute agency cross transactions (collectively, “Agency Cross Transactions”) for the Accounts in accordance with the Investment Adviser’s or its affiliates’ policies and the Advisers Act. “Agency Cross Transactions” include inter-account transactions in which the Investment Adviser or its affiliates effect transactions for the Accounts and other accounts managed by the Investment Adviser or its affiliates. “Agency Cross Transactions” also include agency cross transactions where the Investment Adviser or an affiliate acts as broker for both the Accounts and the other party to the transaction; and x. to the extent permitted by applicable law and the Investment Guidelines as well as the regulations and requirements of the applicable States regulators, and so long as the disclosure and consent requirements of Section 206(3) of the Advisers Act are satisfied, execute principal transactions (collectively, “Principal Transactions”) for the Accounts and for the Investment Adviser’s or any of its affiliates’ own accounts, including, without limitation, to cause the Accounts to purchase securities or assets from or sell securities or assets to, the Investment Adviser or any of its affiliates. (b) In furtherance of the foregoing, Fortegra and each Subsidiary hereby appoint the Investment Adviser as their agent and attorney-in-fact with full power and authority to do and perform every act necessary and appropriate to manage the Accounts in accordance with this Agreement. They represent that (i) they have full power and authority, under any applicable laws or other requirements, to appoint the Investment Adviser as provided in this Agreement with respect to themselves, and (ii) the Investment Adviser may rely on such representation to the fullest extent necessary to perform its services under this Agreement, and each will indemnify the Investment Adviser pursuant to Section 8 hereof as a result of any breach of such representation. This power of attorney is a continuing power coupled with an interest and will remain in full force and effect until this Agreement is terminated, but for avoidance of doubt, any such termination will not affect any transaction entered into in accordance with this Agreement and initiated prior to receipt of notice of such termination; provided, that the Investment Adviser will use all reasonable efforts to terminate any such transaction if requested by Fortegra or any of the Subsidiaries. (c) For all purposes, the Investment Adviser will be deemed to be an independent contractor and not an employee of Fortegra or any of the Subsidiaries, and nothing herein will be construed as making Fortegra or any of the Subsidiaries a partner or co-venturer with the Investment Adviser or any of its affiliates. The Investment Adviser will have no authority to act for, represent, bind or obligate Fortegra or any of the Subsidiaries except as specifically provided herein. (d) The Investment Adviser is permitted to delegate any of its obligations or duties hereunder to any third party investment adviser (“Sub-Adviser”), provided, that the Investment Adviser will remain responsible for any and all actions or inactions of any such Sub-Adviser only to the extent that such Sub-Adviser is responsible to the Investment Adviser for the same and only to the extent that the Investment Adviser is otherwise liable under the terms of this Agreement.

Authority of the Investment Adviser. (a) Subject to the terms of this Agreement, and subject always to the individual Investment Guidelines attached hereto and made a part hereof which each Subsidiary may revise at any time upon prior written notice to the Investment Adviser, the Investment Adviser will have full and sole discretionary authority, on behalf of Fortegra Xxxxxxxx and each Subsidiary, to manage and control the Accounts and to invest and reinvest the assets contained therein; provided, however, that the Custodian(s) will always retain custody of the assets as described in Section 4 below. Except as otherwise provided herein, when exercising its authority as set forth in this Agreement, the Investment Adviser will be under no obligation to consult with or obtain the consent of Fortegra and/or any individual Subsidiary. Without limiting the generality of the foregoing, provided such actions are consistent with the investment guidelines and restrictions (as may be delivered to the Investment Adviser by Fortegra and each Subsidiary from time to time, “Guidelines”) and subject to the terms of this Agreement, the Investment Adviser is authorized with respect to the Account: i. to buy, settlexxxxxx, invest in, hold for investment, sell, exchange, trade in, deliver and otherwise deal in any security, asset or instrument; ii. to make all decisions relating to the manner, method and timing of investment transactions and to select brokers and dealers or counterparties for the execution, clearance and settlement of any transactions; iii. to execute, in the name and on behalf of Fortegra Xxxxxxxx and each Subsidiary, all such agreements and other documents (including, without limitation, settlement documents, but excluding any agreements with the Custodian) and to take all such other actions that the Investment Adviser considers necessary or advisable to carry out its duties hereunder in full compliance with the terms hereof, and to make representations and covenants on behalf of Fortegra Xxxxxxxx and each Subsidiary in relation thereto that (A) with respect to such representations, the Investment Adviser determines are factually accurate and (B) with respect to such covenants, neither Fortegra nor any Subsidiary has notified the Investment Adviser in writing it is not permitted to make such covenant; iv. to consult with Fortegra and each Subsidiary with respect to any settlement or compromise, or submission to arbitration, of any claims, debts, or damages, due or owing to or from Fortegra or each Subsidiary in relation to the Accounts or any assets held at any time in the Accounts and to take such actions as Fortegra and each Subsidiary may reasonably direct; v. purchase, sell, transfer, mortgage, pledge or otherwise deal in and exercise all rights (including but not limited to, voting and consent rights), powers, privileges and other incidents of ownership or possession with respect to assets of the Accounts and including the right to exercise options, conversion privileges, rights to subscribe to additional shares or other rights acquired with respect to the Accounts; vi. consent to or participate in dissolutions, bankruptcies, reorganizations, consolidations, mergers, sales, leases, or other changes affecting the Accounts or any assets held at any time in the Accounts; vii. invest in funds or accounts managed or sponsored by the Investment Adviser only as permitted by the Investment Guidelines; viii. to the extent permitted by applicable law and the Investment Guidelines, execute the purchase, sale or other transfer of securities or assets between or among the Accounts and other accounts managed by the Investment Adviser or its affiliates (a “Cross Trade”); ix. to the extent permitted by applicable law and the Investment Guidelines as well as the regulations and requirements of applicable States regulators, execute agency cross transactions (collectively, “Agency Cross Transactions”) for the Accounts in accordance with the Investment Adviser’s or its affiliates’ policies and the Advisers Act. “Agency Cross Transactions” include inter-account transactions in which the Investment Adviser or its affiliates effect transactions for the Accounts and other accounts managed by the Investment Adviser or its affiliates. “Agency Cross Transactions” also include agency cross transactions where the Investment Adviser or an affiliate acts as broker for both the Accounts and the other party to the transaction; and x. to the extent permitted by applicable law and the Investment Guidelines as well as the regulations and requirements of the applicable States regulators, and so long as the disclosure and consent requirements of Section 206(3) of the Advisers Act are satisfied, execute principal transactions (collectively, “Principal Transactions”) for the Accounts and for the Investment Adviser’s or any of its affiliates’ own accounts, including, without limitation, to cause the Accounts to purchase securities or assets from or sell securities or assets to, the Investment Adviser or any of its affiliates. (b) In furtherance of the foregoing, Fortegra and each Subsidiary hereby appoint the Investment Adviser as their agent and attorney-in-fact with full power and authority to do and perform every act necessary and appropriate to manage the Accounts in accordance with this Agreement. They represent that (i) they have full power and authority, under any applicable laws or other requirements, to appoint the Investment Adviser as provided in this Agreement with respect to themselves, and (ii) the Investment Adviser may rely on such representation to the fullest extent necessary to perform its services under this Agreement, and each will indemnify the Investment Adviser pursuant to Section 8 hereof as a result of any breach of such representation. This power of attorney is a continuing power coupled with an interest and will remain in full force and effect until this Agreement is terminated, but for avoidance of doubt, any such termination will not affect any transaction entered into in accordance with this Agreement and initiated prior to receipt of notice of such termination; provided, that the Investment Adviser will use all reasonable efforts to terminate any such transaction if requested by Fortegra or any of the Subsidiaries. (c) For all purposes, the Investment Adviser will be deemed to be an independent contractor and not an employee of Fortegra or any of the Subsidiaries, and nothing herein will be construed as making Fortegra or any of the Subsidiaries a partner or co-venturer with the Investment Adviser or any of its affiliates. The Investment Adviser will have no authority to act for, represent, bind or obligate Fortegra or any of the Subsidiaries except as specifically provided herein. (d) The Investment Adviser is permitted to delegate any of its obligations or duties hereunder to any third party investment adviser (“Sub-Adviser”), provided, that the Investment Adviser will remain responsible for any and all actions or inactions of any such Sub-Adviser only to the extent that such Sub-Adviser is responsible to the Investment Adviser for the same and only to the extent that the Investment Adviser is otherwise liable under the terms of this Agreement.

Authority of the Investment Adviser. (a) Subject to Without limiting the terms of this Agreementforegoing, and subject always to the individual Investment Guidelines attached hereto and made a part hereof which each Subsidiary may revise at any time upon prior written notice to the Investment Adviser, the Investment Adviser will have full and sole discretionary authority, on behalf of Fortegra and each Subsidiary, to manage and control the Accounts and to invest and reinvest the assets contained therein; provided, however, that the Custodian(s) will always retain custody of the assets as described in Section 4 below. Except except as otherwise provided herein, when exercising its authority as set forth in this Agreement, the Investment Adviser will be under no obligation to consult with or obtain the consent of Fortegra and/or any individual Subsidiary. Without limiting the generality of the foregoing, provided such actions are consistent with the investment guidelines and restrictions (as may be delivered to the Investment Adviser by Fortegra and each Subsidiary from time to time, “Guidelines”) Agreement and subject to the terms supervision of this Agreementthe Committee, the Investment Adviser is authorized on behalf of the Company to take all actions and make all decisions regarding the investment and reinvestment of the assets of the Account, subject in each case to such actions and decisions being in furtherance of the Investment Strategy, including, but not limited to the following: (i) invest, re-invest and otherwise manage the assets of the Account, both directly and indirectly, in accordance with the Investment Strategy; (ii) purchase, sell, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession (including, but not limited to, power to vote all proxies with respect to any stock, note, bond, debenture, investment contract, put, call, straddle, option, warrant or other instrument commonly known as a “security” (“Securities”) held by the Company) with respect to assets of the Account: i. to buy, settle, invest in, hold for investment, sell, exchange, trade in, deliver and otherwise deal in any security, asset or instrument; ii. (iii) lend any of the assets of the Account, as appropriate; provided that, if appropriate, collateral at least equal in value to the market value of such assets is deposited by the borrower thereof with the Company; (iv) make all decisions relating to the manner, method and timing of investment transactions and to select brokers and dealers or counterparties for the execution, clearance and settlement of any transactions; iii. to execute, in the name and on behalf of Fortegra and each Subsidiary, all such agreements and other documents (including, without limitation, settlement documents, but excluding any agreements with the Custodian) and to take all such other actions that the Investment Adviser considers necessary or advisable to carry out its duties hereunder in full compliance with the terms hereof, and to make representations and covenants on behalf of Fortegra and each Subsidiary in relation thereto that (A) with respect to such representations, the Investment Adviser determines are factually accurate and (B) with respect to such covenants, neither Fortegra nor any Subsidiary has notified the Investment Adviser in writing it is not permitted to make such covenant; iv. to consult with Fortegra and each Subsidiary with respect to any settlement or compromise, or submission to arbitration, of any claims, debts, or damages, due or owing to or from Fortegra or each Subsidiary in relation to the Accounts or any assets held at any time in the Accounts and to take such actions as Fortegra and each Subsidiary may reasonably direct; v. purchase, sell, transfer, mortgage, pledge or otherwise deal in and exercise all rights (including but not limited to, voting and consent rights), powers, privileges and other incidents of ownership or possession with respect to assets of the Accounts and including the right to exercise options, conversion privileges, rights to subscribe to additional shares or other rights acquired with respect to the Accounts; vi. consent to or participate in dissolutions, bankruptcies, reorganizations, consolidations, mergers, sales, leases, or other changes affecting the Accounts or any assets held at any time in the Accounts; vii. invest in funds or accounts managed or sponsored by the Investment Adviser only as permitted by the Investment Guidelines; viii. to the extent permitted by applicable law and the Investment Guidelines, execute the purchase, sale or other transfer of securities or assets between or among the Accounts and other accounts managed by the Investment Adviser or its affiliates (a “Cross Trade”); ix. to the extent permitted by applicable law and the Investment Guidelines as well as the regulations and requirements of applicable States regulators, execute agency cross transactions (collectively, “Agency Cross Transactions”) for the Accounts in accordance with the Investment Adviser’s or its affiliates’ policies and the Advisers Act. “Agency Cross Transactions” include inter-account transactions in which the Investment Adviser or its affiliates effect transactions for the Accounts and other accounts managed by the Investment Adviser or its affiliates. “Agency Cross Transactions” also include agency cross transactions where the Investment Adviser or an affiliate acts as broker for both the Accounts and the other party to the transaction; and x. to (v) facilitate and assist the extent permitted by applicable law Company with any necessary regulatory filings and the Investment Guidelines as well as the regulations and requirements of the applicable States regulators, and so long as the disclosure and consent requirements of Section 206(3) of the Advisers Act are satisfied, execute principal transactions (collectively, “Principal Transactions”) for the Accounts and for the Investment Adviser’s or any of its affiliates’ own accounts, including, without limitation, to cause the Accounts to purchase securities or assets from or sell securities or assets to, the Investment Adviser or any of its affiliatesaudits. (b) In furtherance The Investment Adviser shall use its best judgment and efforts for the Company’s benefit in managing the Account pursuant to and consistent with the Investment Strategy. The Investment Adviser undertakes and agrees that all trades and transactions made pursuant to the terms hereof will be within the scope of the foregoing, Fortegra and each Subsidiary hereby appoint Investment Strategy as in effect at the time of such trade or transaction. (c) Notwithstanding anything in this Agreement to the contrary: (i) the Investment Adviser as their agent and attorney-in-fact with full power and shall have no authority hereunder to do and perform every act necessary and appropriate take possession of any assets in the Account or to manage direct delivery of any Securities or payment of any funds held in the Accounts in accordance with this Agreement. They represent that (i) they have full power and authority, under Account to itself or direct any applicable laws disposition of such Securities or other requirements, funds except to appoint the Investment Adviser as provided in this Agreement with respect to themselves, Company; and (ii) the Investment Adviser may rely on such representation to the fullest extent necessary to perform its services under this Agreementshall not enter into any litigation, and each will indemnify the Investment Adviser pursuant to Section 8 hereof as a result of make any breach bankruptcy-related filing or make any other court filing involving (in any of such representation. This power of attorney is a continuing power coupled with an interest and will remain in full force and effect until this Agreement is terminated, but for avoidance of doubt, any such termination will not affect any transaction entered into in accordance with this Agreement and initiated prior to receipt of notice of such termination; provided, that cases) the Investment Adviser will use all reasonable efforts to terminate any such transaction if requested by Fortegra Company or any assets of the Subsidiaries. (c) For all purposes, Account without the Investment Adviser will be deemed to be an independent contractor and not an employee of Fortegra or any prior written consent of the Subsidiaries, and nothing herein will be construed as making Fortegra or any of the Subsidiaries a partner or co-venturer with the Investment Adviser or any of its affiliates. The Investment Adviser will have no authority to act for, represent, bind or obligate Fortegra or any of the Subsidiaries except as specifically provided hereinCompany. (d) The Investment Adviser is permitted to delegate any of its obligations or duties hereunder to any third party investment adviser (“Sub-Adviser”), provided, that the Investment Adviser will remain responsible for any and all actions or inactions of any such Sub-Adviser only to the extent that such Sub-Adviser is responsible to the Investment Adviser for the same and only to the extent that the Investment Adviser is otherwise liable under the terms of this Agreement.

Authority of the Investment Adviser. (a) Subject to the terms of this Agreement, and subject always to the individual Investment Guidelines attached hereto and made a part hereof which each Subsidiary Fortegra Europe may revise at any time upon prior written notice to the Investment Adviser, the Investment Adviser will have full and sole discretionary authority, on behalf of Fortegra and each SubsidiaryEurope, to manage and control the Accounts and to invest and reinvest the assets contained therein; provided, however, that the Custodian(s) will always retain custody of the assets as described in Section 4 below. Except as otherwise provided herein, when exercising its authority as set forth in this Agreement, the Investment Adviser will be under no obligation to consult with or obtain the consent of Fortegra and/or any individual SubsidiaryEurope. Without limiting the generality of the foregoing, provided such actions are consistent with the investment guidelines and restrictions (as may be delivered to the Investment Adviser by Fortegra and each Subsidiary Europe from time to time, “Guidelines”) and subject to the terms of this Agreement, the Investment Adviser is authorized with respect to the Account: i. to buy, settlexxxxxx, invest in, hold for investment, sell, exchange, trade in, deliver and otherwise deal in any security, asset or instrument; ii. to make all decisions relating to the manner, method and timing of investment transactions and to select brokers and dealers or counterparties for the execution, clearance and settlement of any transactions; iii. to execute, in the name and on behalf of Fortegra and each SubsidiaryEurope, all such agreements and other documents (including, without limitation, settlement documents, but excluding any agreements with the Custodian) and to take all such other actions that the Investment Adviser considers necessary or advisable to carry out its duties hereunder in full compliance with the terms hereof, and to make representations and covenants on behalf of Fortegra and each Subsidiary Europe in relation thereto that (A) with respect to such representations, the Investment Adviser determines are factually accurate and (B) with respect to such covenants, neither Fortegra nor any Subsidiary Europe has not notified the Investment Adviser in writing that it is not permitted to make such covenant; iv. to consult with Fortegra and each Subsidiary Europe with respect to any settlement or compromise, or submission to arbitration, of any claims, debts, or damages, due or owing to or from Fortegra or each Subsidiary Europe in relation to the Accounts or any assets held at any time in the Accounts and to take such actions as Fortegra and each Subsidiary Europe may reasonably direct; v. purchase, sell, transfer, mortgage, pledge or otherwise deal in and exercise all rights (including but not limited to, voting and consent rights), powers, privileges and other incidents of ownership or possession with respect to assets of the Accounts and including the right to exercise options, conversion privileges, rights to subscribe to additional shares or other rights acquired with respect to the Accounts; vi. consent to or participate in dissolutions, bankruptcies, reorganizations, consolidations, mergers, sales, leases, or other changes affecting the Accounts or any assets held at any time in the Accounts; vii. invest in funds or accounts managed or sponsored by the Investment Adviser only as permitted by the Investment Guidelines; viii. to the extent permitted by applicable law and the Investment Guidelines, execute the purchase, sale or other transfer of securities or assets between or among the Accounts and other accounts managed by the Investment Adviser or its affiliates (a “Cross Trade”); ix. to the extent permitted by applicable law and the Investment Guidelines as well as the regulations and requirements of applicable States regulators, execute agency cross transactions (collectively, “Agency Cross Transactions”) for the Accounts in accordance with the Investment Adviser’s or its affiliates’ policies and the Advisers Act. “Agency Cross Transactions” include inter-account transactions in which the Investment Adviser or its affiliates effect transactions for the Accounts and other accounts managed by the Investment Adviser or its affiliates. “Agency Cross Transactions” also include agency cross transactions where the Investment Adviser or an affiliate acts as broker for both the Accounts and the other party to the transaction; and x. to the extent permitted by applicable law and the Investment Guidelines as well as the regulations and requirements of the applicable States regulators, and so long as the disclosure and consent requirements of Section 206(3) of the Advisers Act are satisfied, execute principal transactions (collectively, “Principal Transactions”) for the Accounts and for the Investment Adviser’s or any of its affiliates’ own accounts, including, without limitation, to cause the Accounts to purchase securities or assets from or sell securities or assets to, the Investment Adviser or any of its affiliates. (b) In furtherance of the foregoing, Fortegra and each Subsidiary Europe hereby appoint appoints the Investment Adviser as their its agent and attorney-in-fact with full power and authority to do and perform every act necessary and appropriate to manage the Accounts in accordance with this Agreement. They represent It represents that (i) they have it has full power and authority, under any applicable laws or other requirements, to appoint the Investment Adviser as provided in this Agreement with respect to themselvesitself, and (ii) the Investment Adviser may rely on such representation to the fullest extent necessary to perform its services under this Agreement, and each will indemnify the Investment Adviser pursuant to Section 8 hereof as a result of any breach of such representation. This power of attorney is a continuing power coupled with an interest and will remain in full force and effect until this Agreement is terminated, but for avoidance of doubt, any such termination will not affect any transaction entered into in accordance with this Agreement and initiated prior to receipt of notice of such termination; provided, that the Investment Adviser will use all reasonable efforts to terminate any such transaction if requested by Fortegra or any of the SubsidiariesEurope. (c) For all purposes, the Investment Adviser will be deemed to be an independent contractor and not an employee of Fortegra or any of the SubsidiariesEurope, and nothing herein will be construed as making Fortegra or any of the Subsidiaries Europe a partner or co-venturer with the Investment Adviser or any of its affiliates. The Investment Adviser will have no authority to act for, represent, bind or obligate Fortegra or any of the Subsidiaries Europe except as specifically provided herein. (d) The Investment Adviser is permitted to delegate any of its obligations or duties hereunder to any third party investment adviser (“Sub-Adviser”), provided, that the Investment Adviser will remain responsible for any and all actions or inactions of any such Sub-Adviser only to the extent that such Sub-Adviser is responsible to the Investment Adviser for the same and only to the extent that the Investment Adviser is otherwise liable under the terms of this Agreement.