Common use of Services of Advisor Clause in Contracts

Services of Advisor. By execution of this Agreement the Advisor accepts appointment as adviser for the Investment Account with full discretion and agrees to supervise and direct the investments of the Investment Account in accordance with the investment objectives, policies and restrictions described in the investment guidelines to be furnished by the Client to the Advisor in writing from time to time (the “Investment Guidelines”). In addition, the Advisor agrees to provide Life Insurance Portfolio Management advisory services (“Portfolio Management Services”) to the Aggregate Investment Account consistent with the Investment Guidelines. The Portfolio Management Services include, without limitation, (i) managing the characteristics of the portfolio, (ii) portfolio derivative hedging, (iii) coordination with the Client to ensure that investment strategies and significant initiatives meet the Client’s accounting and financial objectives, and (iv) Client support in establishing new strategies and in pricing new services. In the performance of its services under this Agreement, the Advisor will not be liable for any error in judgment or any acts or omissions to act except those resulting from the Advisor’s gross negligence, willful misconduct or malfeasance. Nothing herein shall in any way constitute a waiver or limitation of any right of any person under the federal securities laws. Except with respect to the Portfolio Management Services provided to the Aggregate Investment Account, the Advisor shall have no responsibility whatsoever for be management of any assets of the Client other than the Investment Account.