Scope of Authorization. 6.1 AIG Investments Europe will provide general investment advisory and portfolio management services in relation to all classes of investments on the terms set out in this Agreement including transactions in collective investment schemes and the acceptance of placings, underwritings and sub-underwritings of any investments. AIG Investments Europe shall act as the investment adviser to IPCRe, and shall, continuously during the term of this Agreement, manage the Portfolio for IPCRe with a view to meeting the Objectives and within the Guidelines, if any. In connection therewith, AIG Investments Europe shall, on consultation with IPCRe, have power to supervise and direct the investment and reinvestment of the Securities of the Portfolio including allocations to passive Equity index funds and engage in such transactions on behalf of IPCRe as AIG Investments Europe may deem appropriate, subject only to this Agreement and any Guidelines. 6.2 AIG Investments Europe may invest any part of the Portfolio in one or more In-House Funds which invest in and/or take exposure to equities and/or equity-related derivatives in accordance with the Guidelines (each an “Equity In House Fund”). The manager of the Equity In- House Fund shall levy a fee or charge which shall be paid out of the assets of the Equity- In House Fund (see section 8.1.5) subject to the fee offset as described in paragraph 8.5.1 and in Schedule 2. 6.3 AIG Investments Europe may instruct the Custodian to effect settlement of purchases and sales of investments on IPCRe’s behalf in AIG Investments Europe’s and has discretion to make full allocation within the guidelines stated under Schedule 3 (paragraph ) within each asset class. Any allocation between asset classes may only be made by AIG Investments Europe following consultation and approval with the investment committee of IPCRe. 6.4 The Securities in the Portfolio shall be held by such institutions as notified by IPCRe to AIG Investments Europe from time to time. IPCRe understands and acknowledges that (i) AIG Investments Europe shall at no time have custody or physical control of the Portfolio, (ii) AIG Investments Europe may give instructions to the Custodian, in writing, by electronic means, by telephone, orally or by such other means as AIG Investments Europe may agree with the Custodian from time to time, (iii) IPCRe shall procure and shall be solely responsible for procuring that Custodian complies with such instructions and (iv) IPCRe shall instruct the Custodian to provide AIG Investments Europe with such periodic reports concerning the status of the Portfolio as AIG Investments Europe may reasonably request from time to time. IPCRe will not change the Custodian without giving AIG Investments Europe reasonable prior notice of its intention to do so together with the name and other relevant information with respect to the new Custodian. IPCRe undertakes that, without AIG Investments Europe’s prior written consent, it will not dispose of, encumber or otherwise deal with any of the assets in the Portfolio before the relevant assets have been withdrawn from the Portfolio.
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Sources: Discretionary Investment Management Agreement (Ipc Holdings LTD)
Scope of Authorization. 6.1 AIG Investments Europe will provide general investment advisory and portfolio management services in relation to all classes of investments on the terms set out in this Agreement including transactions in collective investment schemes and the acceptance of placings, underwritings and sub-underwritings of any investments. AIG Investments Europe shall act as the investment adviser to IPCRe, and shall, continuously during the term of this Agreement, manage the Portfolio for IPCRe with a view to meeting the Objectives and within the Guidelines, if any. In connection therewith, AIG Investments Europe shall, on consultation with IPCRe, have power to supervise and direct the investment and reinvestment of the Securities of the Portfolio including allocations to passive Equity index funds and engage in such transactions on behalf of IPCRe as AIG Investments Europe may deem appropriate, subject only to this Agreement and any Guidelines.
6.2 AIG Investments Europe may invest any part of the Portfolio in one or more In-House Funds which invest in and/or take exposure to equities and/or equity-related derivatives in accordance with the Guidelines (each an “Equity In House Fund”). The manager of the Equity In- House Fund shall levy a fee or charge which shall be paid out of the assets of the Equity- In House Fund (see section 8.1.5) subject to the fee offset as described in paragraph 8.5.1 and in Schedule 2.
6.3 AIG Investments Europe may instruct the Custodian to effect settlement of purchases and sales of investments on IPCRe’s behalf in AIG Investments Europe’s and has discretion to make full allocation within the guidelines stated under Schedule 3 (paragraph ) within each asset class. Any allocation between asset classes may only be made by AIG Investments Europe following consultation and approval with the investment committee of IPCRe.
6.4 The Securities in the Portfolio shall be held by such institutions as notified by IPCRe to AIG Investments Europe from time to time. IPCRe understands and acknowledges that (i) AIG Investments Europe shall at no time have custody or physical control of the Portfolio, (ii) AIG Investments Europe may give instructions to the Custodian, in writing, by electronic means, by telephone, orally or by such other means as AIG Investments Europe may agree with the Custodian from time to time, (iii) IPCRe shall procure and shall be solely responsible for procuring that Custodian complies with such instructions and (iv) IPCRe shall instruct the Custodian to provide AIG Investments Europe with such periodic reports concerning the status of the Portfolio as AIG Investments Europe may reasonably request from time to time. IPCRe will not change the Custodian without giving AIG Investments Europe reasonable prior notice of its intention to do so together with the name and other relevant information with respect to the new Custodian. IPCRe undertakes that, without AIG Investments Europe’s prior written consent, it will not dispose of, encumber or otherwise deal with any of the assets in the Portfolio before the relevant assets have been withdrawn from the Portfolio.
6.5 AIG Investments Europe may direct the Custodian to retain a lien or security interest over any assets of the Portfolio to the extent that any costs, losses or claims detailed in the Agreement remain unpaid by IPCRe.
6.6 AIG Investments Europe, may, in its discretion from time to time (at its expense), retain or otherwise avail itself of the services or facilities of other persons or organizations (which may include any of its Affiliated Companies) for the purpose of providing AIG Investments Europe (and/or IPCRe) with statistical and other factual information (e.g., advice regarding economic factors and trends), or such other general information or general advice as AIG Investments Europe may deem necessary, appropriate, or convenient in support of the discharge of AIG Investments Europe’s investment management obligations hereunder (“Ancillary Services”). The parties agree that (i) AIG Investments Europe is under no obligation to seek out any Ancillary Services, and (ii) any Ancillary Services would be supplemental to AIG Investments Europe’s investment management services, and are wholly apart from, and are unrelated to, matters that would give rise to Transaction Expenses (as described in, and covered by, Section 9.3 hereof).
6.7 AIG Investments Europe is authorized, and has full discretion, to delegate any of its investment management responsibilities, powers, discretions, duties and authority set forth herein (including the power to sub-delegate such investment management responsibilities, powers, discretions, duties and authority) to, or otherwise to utilize the investment management services of, any Affiliated Company, provided, that, AIG Investments Europe will be fully accountable to IPCRe for any acts or omissions of its Affiliated Company pursuant to such an arrangement, as if such acts or omissions were its own, and provided further that any compensation payable to such Affiliated Company for such investment management services shall be borne by (and paid by) AIG Investments Europe.
6.8 AIG Investments Europe may, where reasonable, employ agents (including Affiliated Companies) to perform any administrative, dealing or ancillary or other services in connection with AIG Investments Europe performing its services under this Agreement.
6.9 Schedule 6 sets out a general description of the nature and risks of Securities which may form part of the Portfolio. This is not an exhaustive description of those risks and if in any doubt as to whether to include a particular type of investment within the Guidelines, IPCRe may seek investment advice prior to finalising the Guidelines.
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