Common use of Scope of Authorization for Investment Discretion Clause in Contracts

Scope of Authorization for Investment Discretion. The Advisor shall manage the Company’s Investment Portfolios in accordance with the investment policy and guidelines set forth on Appendices A and B respectively (such guidelines, the “Investment Guidelines”), as such may be amended from time-to-time by written agreement between the parties hereto. In connection therewith, the Advisor shall have full power to supervise and direct the investment and reinvestment of the cash, securities and other assets and to engage in such transactions on behalf of the Company as the Advisor may deem appropriate, in the Advisor’s absolute discretion and without prior consultation with the Company, subject only to this Agreement and the Investment Guidelines. The Company hereby acknowledges that the Advisor need not seek approval prior to engaging in any transaction where such transaction complies with the terms and conditions of the Investment Guidelines. The Company acknowledges that performance objectives referred to in Appendices A and B are intended as goals and not as an assurance or guarantee of performance. The cash and assets of the Company shall be held by third-party custodian(s) that have agreed to act as custodian(s) for the Company in accordance with the Advisor’s instructions. The Advisor shall at no time have custody or physical control of the Company’s assets, and the Advisor shall not be liable for any act or omission of the custodian(s). The Advisor may give instructions to the custodian(s), in writing or orally. The Company shall instruct the custodian to provide the Advisor with such periodic reports concerning the status of any Company account as the Advisor may reasonably request from time to time. In performing its duties under this Agreement, the Advisor will act in the interests of the Company, except as otherwise provided herein. The Advisor will not deal with the assets in the Company’s Account in its own interest or for its own account and, in particular, will not, without prior written consent of the Company, as principal, sell assets to, purchase assets from, or borrow money or other property from the Company’s Account. Without limiting the foregoing, the Company hereby authorizes the Advisor: (a) to act as the Company’s agent and attorney-in-fact with respect to the Company’s Investment Portfolios and to have complete discretionary control over the composition of the Investment Portfolios, including the power to make such acquisitions and disposals of investments as the Advisor considers appropriate, but always in accordance with the Investment Guidelines; (b) to issue to brokers instructions to buy or to sell or otherwise trade in or deal with any asset in the Investment Portfolios; (c) to instruct any custodian of any asset in the Investment Portfolios to deliver any security or other asset sold, exchanged or otherwise disposed of from the Investment Portfolios; (d) to pay any fee incurred on behalf of the Company in providing services under this Agreement, including commission expenses, attendant Securities and Exchange Commission transaction fees and National Association of Insurance Commissioners transaction fees which shall be paid from the Investment Portfolios in the conventional manner; (e) to delegate any of its responsibilities, duties and authority set forth herein to, or otherwise to utilize the investment management services of, any of its affiliates provided that the Advisor will be fully accountable for any acts or omissions of an affiliate pursuant to such an arrangement, as if such acts or omissions were its own; (f) to place any securities on deposit with any governmental authority as may be necessary or desirable to comply with applicable law, and to substitute other securities in their place; (g) to perform any other act necessary or desirable to enable the Advisor to carry out its obligations under this Agreement; and (h) unless directed otherwise by the Company, to vote proxies on behalf of the Investment Portfolios, solicited by or with respect to the issuers of securities in which the assets of the Investment Portfolios may be invested, pursuant to proxy voting guidelines maintained by the Advisor.

Scope of Authorization for Investment Discretion. The Advisor shall manage the Company’s Investment Portfolios Account in accordance with the investment policy and guidelines set forth on Appendices A and B respectively (such guidelines, the “Investment Guidelines”), as such may be amended from time-to-time by written agreement between the parties hereto. In connection therewith, the Advisor shall have full power to supervise and direct the investment and reinvestment of the cash, securities and other assets and to engage in such transactions on behalf of the Company as the Advisor may deem appropriate, in the Advisor’s absolute discretion and without prior consultation with the Company, subject only to this Agreement and the Investment Guidelines. The Company hereby acknowledges that the Advisor need not seek approval prior to engaging in any transaction where such transaction complies with the terms and conditions of the Investment Guidelines. The Company acknowledges that performance objectives referred to in Appendices A and B are intended as goals and not as an assurance or guarantee of performance. The cash and assets of the Company shall be held by third-party custodian(s) that have agreed to act as custodian(s) for the Company in accordance with the Advisor’s instructions. The Advisor shall at no time have custody or physical control of the Company’s assets, and the Advisor shall not be liable for any act or omission of the custodian(s). The Advisor may give instructions to the custodian(s), in writing or orally. The Company shall instruct the custodian to provide the Advisor with such periodic reports concerning the status of any Company account as the Advisor may reasonably request from time to time. In performing its duties under this Agreement, the Advisor will act in the interests of the Company, except as otherwise provided herein. The Advisor will not deal with the assets in the Company’s Account in its own interest or for its own account and, in particular, will not, without prior written consent of the Company, as principal, sell assets to, purchase assets from, or borrow money or other property from the Company’s Account. Without limiting the foregoing, the Company hereby authorizes the Advisor: (a) to act as the Company’s agent and attorney-in-fact with respect to the Company’s Investment Portfolios Account and to have complete discretionary control over the composition of the Investment Portfoliosassets in the Account, including the power to make such acquisitions and disposals of investments as the Advisor considers appropriate, but always in accordance with the Investment Guidelines; (b) to issue to brokers instructions to buy or to sell or otherwise trade in or deal with any asset in the Investment PortfoliosAccount; (c) to instruct any custodian of any asset in the Investment Portfolios Account to deliver any security or other asset sold, exchanged or otherwise disposed of from the Investment PortfoliosAccount; (d) to pay any fee incurred on behalf of the Company in providing services under this Agreement, including commission expenses, attendant Securities and Exchange Commission transaction fees and National Association of Insurance Commissioners transaction fees which shall be paid from the Investment Portfolios Account in the conventional manner; (e) to delegate any of its responsibilities, duties and authority set forth herein to, or otherwise to utilize the investment management services of, any of its affiliates provided that the Advisor will be fully accountable for any acts or omissions of an affiliate pursuant to such an arrangement, as if such acts or omissions were its own; (f) to place any securities on deposit with any governmental authority as may be necessary or desirable to comply with applicable law, and to substitute other securities in their place; (g) to perform any other act necessary or desirable to enable the Advisor to carry out its obligations under this Agreement; and (h) unless directed otherwise by the Company, to vote proxies on behalf of the Investment PortfoliosAccount, solicited by or with respect to the issuers of securities in which the assets of the Investment Portfolios Account may be invested, pursuant to proxy voting guidelines maintained by the Advisor.

Scope of Authorization for Investment Discretion. The Advisor shall manage the Company’s Investment Portfolios Account in accordance with the investment policy and guidelines set forth on Appendices A and B respectively (such guidelines, the “Investment Guidelines”), as such may be amended from time-to-time by written agreement between the parties hereto. In connection therewith, the Advisor shall have full power to supervise and direct the investment and reinvestment of the cash, securities and other assets and to engage in such transactions on behalf of the Company as the Advisor may deem appropriate, in the Advisor’s absolute discretion and without prior consultation with the Company, subject only to this Agreement and the Investment Guidelines. The Company hereby acknowledges that the Advisor need not seek approval prior to engaging in any transaction where such transaction complies with the terms and conditions of the Investment Guidelines. The Company acknowledges that performance objectives referred to in Appendices A and B are intended as goals and not as an assurance or guarantee of performance. The cash and assets of the Company shall be held by third-party custodian(s) that have agreed to act as custodian(s) for the Company in accordance with the Advisor’s instructions. The Advisor shall at no time have custody or physical control of the Company’s assets, and the Advisor shall not be liable for any act or omission of the custodian(s). The Advisor may give instructions to the custodian(s), in writing or orally. The Company shall instruct the custodian to provide the Advisor with such periodic reports concerning the status of any Company account as the Advisor may reasonably request from time to time. In performing its duties under this Agreement, the Advisor will act in the interests of the Company, ; except as otherwise provided herein. The Advisor will not deal with the assets in the Company’s Account in its own interest or for its own account and, in particular, will not, without prior written consent of the Company, as principal, sell assets to, purchase assets from, or borrow money or other property from the Company’s Account. Without limiting the foregoing, the Company hereby authorizes the Advisor: (a) to act as the Company’s agent and attorney-in-fact with respect to the Company’s Investment Portfolios Account and to have complete discretionary control over the composition of the Investment Portfoliosassets in the Account, including the power to make such acquisitions and disposals of investments as the Advisor considers appropriate, but always in accordance with the Investment Guidelines; (b) to issue to brokers instructions to buy or to sell or otherwise trade in or deal with any asset in the Investment PortfoliosAccount; (c) to instruct any custodian of any asset in the Investment Portfolios Account to deliver any security or other asset sold, exchanged or otherwise disposed of from the Investment PortfoliosAccount; (d) to pay any fee incurred on behalf of the Company in providing services under this Agreement, including commission expenses, attendant Securities and Exchange Commission transaction fees and National Association of Insurance Commissioners transaction fees which shall be paid from the Investment Portfolios Account in the conventional manner; (e) to delegate any of its responsibilities, duties and authority set forth herein to, or otherwise to utilize the investment management services of, any of its affiliates provided that the Advisor will be fully accountable for any acts or omissions of an affiliate pursuant to such an arrangement, as if such acts or omissions were its own; (f) to place any securities on deposit with any governmental authority as may be necessary or desirable to comply with applicable law, and to substitute other securities in their place; (g) to perform any other act necessary or desirable to enable the Advisor to carry out its obligations under this Agreement; andand ` (h) unless directed otherwise by the Company, to vote proxies on behalf of the Investment PortfoliosAccount, solicited by or with respect to the issuers of securities in which the assets of the Investment Portfolios Account may be invested, pursuant to proxy voting guidelines maintained by the Advisor.

Scope of Authorization for Investment Discretion. The Advisor shall manage the Company’s Investment Portfolios in accordance with the investment policy and guidelines set forth on Appendices A and B respectively (such guidelines, the “Investment Guidelines”), as such may be amended from time-to-time by written agreement between the parties hereto. In connection therewith, the Advisor shall have full power to supervise and direct the investment and reinvestment of the cash, securities and other assets and to engage in such transactions on behalf of the Company as the Advisor may deem appropriate, in the Advisor’s absolute discretion and without prior consultation with the Company, subject only to this Agreement and the Investment Guidelines. The Company hereby acknowledges that the Advisor need not seek approval prior to engaging in any transaction where such transaction complies with the terms and conditions of the Investment Guidelines. The Company acknowledges that performance objectives referred to in Appendices A and B are intended as goals and not as an assurance or guarantee of performance. The cash and assets of the Company shall be held by third-party custodian(s) that have agreed to act as custodian(s) for the Company in accordance with the Advisor’s instructions. The Advisor shall at no time have custody or physical control of the Company’s assets, and the Advisor shall not be liable for any act or omission of the custodian(s). The Advisor may give instructions to the custodian(s), in writing or orally. The Company shall instruct the custodian to provide the Advisor with such periodic reports concerning the status of any Company account as the Advisor Advisor, may reasonably request from time to time. In performing its duties under this Agreement, the Advisor will act in the interests of the Company, except as otherwise provided herein. The Advisor will not deal with the assets in the Company’s Account in its own interest or for its own account and, in particular, will not, without prior written consent of the Company, as principal, sell assets to, purchase assets from, or borrow money or other property from the Company’s Account. Without limiting the foregoing, the Company hereby authorizes the Advisor: (a) to act as the Company’s agent and attorney-in-fact with respect to the Company’s Investment Portfolios and to have complete discretionary control over the composition of the Investment Portfolios, including the power to make such acquisitions and disposals of investments as the Advisor considers appropriate, but always in accordance with the Investment Guidelines; (b) to issue to brokers instructions to buy or to sell or otherwise trade in or deal with any asset in the Investment Portfolios; (c) to instruct any custodian of any asset in the Investment Portfolios to deliver any security or other asset sold, exchanged or otherwise disposed of from the Investment Portfolios; (d) to pay any fee incurred on behalf of the Company in providing services under this Agreement, including commission expenses, attendant Securities and Exchange Commission transaction fees and National Association of Insurance Commissioners transaction fees which shall be paid from the Investment Portfolios in the conventional manner; (e) to delegate any of its responsibilities, duties and authority set forth herein to, or otherwise to utilize the investment management services of, any of its affiliates provided that the Advisor will be fully accountable for any acts or omissions of an affiliate pursuant to such an arrangement, as if such acts or omissions were its own; (f) to place any securities on deposit with any governmental authority as may be necessary or desirable to comply with applicable law, and to substitute other securities in their place; (g) to perform any other act necessary or desirable to enable the Advisor to carry out its obligations under this Agreement; and (h) unless directed otherwise by the Company, to vote proxies on behalf of the Investment Portfolios, solicited by or with respect to the issuers of securities in which the assets of the Investment Portfolios may be invested, pursuant to proxy voting guidelines maintained by the Advisor.