Common use of Duties as Investment Adviser Clause in Contracts

Duties as Investment Adviser. Adviser will provide a continuous investment program for each Portfolio, including investment research and management with respect to all securities, investments and cash equivalents in each Portfolio. Adviser will review and comply with reasonable written guidelines regarding investments to be held within the Portfolio (the “Investment Guidelines”), if any, provided to Adviser by Client. To the extent that Adviser is unable or unwilling to comply with any portion of the Investment Guidelines, Adviser will promptly notify Client of such fact. Adviser will have full discretionary power and authority to supervise and direct the investment of the assets in the Portfolios, including the power and authority to buy, sell, exchange, convert and otherwise effect transactions in any stocks, bonds and other securities or investments, all at Client’s risk and without prior consultation with it. Client hereby appoints Adviser as its attorney-in-fact for purposes of exercising the foregoing power and authority and discharging Adviser’s other obligations under this Agreement. Adviser may take any action or non-action as Adviser deem appropriate, with or without other consent or authority from Client, and Adviser may exercise Adviser’s discretion and deal in and with the assets in the Portfolios exactly as fully and freely as Client might do as owner thereof. Adviser is authorized and requested to accept all registered securities of any kind now held or added to the Portfolios in the future and to execute endorsements, stock powers, assignments or other instruments of conveyance or transfer of such registered securities of any kind for the purpose of effecting the transfer to a nominee or other disposition (including sale) of such securities under Client’s instructions, by signing its name only or by signing the same as its attorney-in-fact, as may be deemed by Adviser to be necessary and proper for such purpose. Client will deliver to Adviser promptly, upon request at any time, all necessary stock and bond powers and other required documents. Adviser will not maintain custody or possession of Client funds or securities except insofar as Adviser may be authorized to deduct its fees from the Client’s custodial account, if any.

Duties as Investment Adviser. Adviser will provide a continuous investment program for each Portfolio, including investment research and management with respect to all securities, investments and cash equivalents in each Portfolio. Adviser will review and comply with reasonable written guidelines regarding investments to be held within the Portfolio (the “Investment Guidelines”), if any, provided to Adviser by Client. To the extent that Adviser is unable or unwilling to comply with any portion of the Investment Guidelines, Adviser will promptly notify Client of such fact. With respect to the Investment Guidelines, Adviser (i) shall have no obligation to determine whether these are accurate or appropriate for Client, (ii) shall not be responsible or liable for the selection of, or revisions to, them, and (iii) shall have discretion to make and rely upon its reasonable interpretations of them. Adviser will have full discretionary power and authority to supervise and direct the investment of the assets in the Portfolios, including the power and authority to buy, sell, exchange, convert and otherwise effect transactions in any stocks, bonds and other securities or investments, all at Client’s risk and without prior consultation with it. Client hereby appoints Adviser as its attorney-in-fact for purposes of exercising the foregoing power and authority and discharging Adviser’s other obligations under this Agreement. Adviser may take any action or non-action as Adviser deem deems appropriate, with or without other consent or authority from Client, and Adviser may exercise Adviser’s discretion and deal in and with the assets in the Portfolios exactly as fully and freely as Client might do as owner thereof. Adviser is authorized and requested to accept all registered securities of any kind now held or added to the Portfolios in the future and to execute endorsements, stock powers, assignments or other instruments of conveyance or transfer of such registered securities of any kind for the purpose of effecting the transfer to a nominee or other disposition (including sale) of such securities under Client’s instructions, by signing its name only or by signing the same as its attorney-in-fact, as may be deemed by Adviser to be necessary and proper for such purpose. Client will deliver to Adviser promptly, upon request at any time, all necessary stock and bond powers and other required documents. Adviser will not maintain custody or possession of Client funds or securities except insofar as Adviser may be authorized to deduct its fees from the Client’s custodial account, if any.