Common use of Adviser’s and Fund’s Use of Sub-Adviser Name Clause in Contracts

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existence, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third business day after delivery of such materials that require Sub-Adviser approval, the Sub-Adviser will be deemed to have granted consent on the end of the third business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated Portion, the Adviser may not use the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as In connection with the Fund’s (a) public filings, (b) requests for information from state and federal regulators, (c) offering materials and marketing materials and (d) press releases (the materials listed in (a) through (d), the “Fund Materials”), the Fund remains may state in existence, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying materials that investment advisory services are being provided by the Sub-Adviser as a sub-adviser to the FundFund under the terms of this Agreement. The Sub-Adviser acknowledges hereby grants a non-exclusive, non-transferable, and agrees that the Adviser, non-sublicensable license to the Fund for the use of the name “GoldenTree,” and the Fund’s selling agents will use such names in marketing the Fund to current related rights and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing name of trademarks owned by the Sub-Adviser and its affiliates (the “Brand”), solely as permitted in the foregoing sentence. Prior to using the Brand in any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing manner (including via e-mail) by in the end of the third business day after delivery of such materials that require Sub-Adviser approvalFund Materials), the Sub-Adviser will be deemed to have granted consent on Fund or the end of the third business day following delivery of such materials Adviser, as applicable, shall submit all proposed uses to the Sub-Adviser for prior written approval, unless the general form and scope of such use have been previously reviewed and approved by the Sub-Adviser (which approval shall not be unreasonably withheld, conditioned or delayed). Other than The Adviser agrees to control the performance achieved for use of such Brand in accordance with the Allocated Portion, standards and policies as established between the Adviser may not use and the Sub-Adviser’s performance information . The Sub-Adviser reserves the right to terminate this license immediately upon written notice for any reason, including if the usage is not in compliance with the standards and policies. Notwithstanding the foregoing, the term of the license granted under this Section shall be for the term of this Agreement only, including renewals and extensions, and the right to use the Brand as provided herein shall terminate immediately upon the termination of this Agreement or trackthe investment sub-record without advisory relationship between the Adviser and the Sub-Adviser. The Fund and the Adviser each agree that the Sub-Adviser is the sole owner of the Brand, and any and all goodwill in the Brand arising from the Fund’s express use shall inure solely to the benefit of the Sub-Adviser. The Adviser will not make, or cause or allow any of its affiliates to make, any oral or written consentstatement to any third party that disparages, defames, or reflects adversely upon the Sub-Adviser.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long The parties agree that the name of Nephila, and the short forms and derivatives of its name, are the valuable property of Nephila. During the term of this Agreement and as the Fund remains in existencerequired for legal and regulatory compliance thereafter, the Adviser and the Fund shall have a non-exclusive and non-transferable royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, name or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser in all materials relating to the Fund, except as otherwise provided herein. The Sub-Adviser acknowledges and agrees that in connection with this license, the Adviser, the Fund and the Fund’s selling agents will use materials containing such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as maymay be reasonably necessary, in the sole reasonable discretion of the Adviser, be reasonably necessary to comply with applicable lawlaw and regulation) promptly upon termination of this Agreement with respect to the FundAgreement, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During Prior to printing or distributing to investors or prospective investors any forms of marketing materials that provide information regarding the term of this AgreementSub-Adviser beyond its identification as a sub-adviser to the Fund, the Adviser shall consult with the Sub-Adviser and Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing approve such materials. The Adviser shall not print or distribute such materials utilizing name of the if Sub-Adviser and any combination or derivation thereofreasonably objects in writing, provided, however, that if the Sub-Adviser fails to comment object in writing (including via e-mail) by the end of the third fifth business day after delivery of such materials that require Sub-Adviser approval(or such other time as may be mutually agreed), the Sub-Adviser will be deemed to have granted consent on the end of the third fifth business day following delivery of such materials to the Sub-Adviser for approvalapproval (or such longer agreed upon period). Other than the performance achieved for the Allocated PortionOnce approved, the Adviser may not continue to use such materials without further review or approval by the Sub-Adviser’s performance , provided that no material change is made to the information or track-record without regarding the Sub-AdviserAdviser provided therein. The Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of the marketing materials prepared by the Fund for purposes of the 1940 Act or other applicable law. If the Adviser and the Trust makes any unauthorized use of Nephila’s express written consentname or short forms or derivatives thereof, the parties acknowledge that the Sub-Adviser may suffer irreparable harm for which monetary damages are inadequate and in such event, the Sub-Adviser shall be entitled to seek injunctive relief.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as The Sub-Adviser conducts its investment advisory business under, and owns all rights to, the Fund remains in existencetrademark “KKR” and the “KKR” design (collectively, the “Brand”). In connection with the Adviser’s and the Fund’s (a) public filings, (b) requests for information from state and federal regulators, (c) offering materials and advertising materials, (d) press releases and (e) investor communications, the Adviser and the Fund shall have may state in such materials that investment advisory services are being provided by the Sub-Adviser to the Adviser and Fund, as applicable, under the terms of this Agreement. The Sub-Adviser hereby grants a non-exclusive, nontransferable, non-sublicensable and royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to for the use the name of the Sub-Adviser Brand solely as permitted in the foregoing sentence. Prior to using the Brand in any newly printed materials (except as maymanner, in the sole discretion of Fund or the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fundas applicable, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review submit all sales and other marketing materials utilizing name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third business day after delivery of such materials that require Sub-Adviser approval, the Sub-Adviser will be deemed to have granted consent on the end of the third business day following delivery of such materials proposed uses to the Sub-Adviser for prior written approval. Other than , unless the performance achieved for the Allocated Portion, the Adviser may not general form and scope of such use have been previously reviewed and approved by the Sub-Adviser’s performance information or track-record without . The Adviser agrees to control the use of such Brand in accordance with the standards and policies as established between the Adviser and the Sub-Adviser. The Sub-Adviser reserves the right to terminate this license immediately upon written notice for any reason, including if the usage is not in compliance with the standards and policies. Notwithstanding the foregoing, the term of the license granted under this Section shall be for the term of this Agreement only, including renewals and extensions, and the right to use the Brand as provided herein shall terminate immediately upon the termination of this Agreement or the investment sub-advisory relationship between the Adviser and the Sub-Adviser. The Fund and the Adviser each agree that the Sub-Adviser is the sole owner of the Brand, and any and all goodwill in the Brand arising from the Fund’s express and the Adviser’s use shall inure solely to the benefit of the Sub-Adviser. Without limiting the foregoing, this license shall have no effect on the Fund’s ownership rights of the works within which the Brand shall be used. The Adviser represents and warrants that it will not make, or cause or allow any of its affiliates to make, any oral or written consentstatement to any third party that disparages, defames, or reflects adversely upon the Sub-Adviser.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existence, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review and approve in writing all sales and other marketing materials utilizing name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third business day after delivery of such materials that require Sub-Adviser approvalmaterials, the Sub-Adviser will be deemed to have granted consent on the end of the third business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved The Sub-Adviser shall not otherwise be responsible for the Allocated Portionpreparation or distribution of sales or other marketing materials for the Fund. Except in connection with legal or regulatory requirements, the Adviser may represents and warrants that it will not use make, or cause or allow any of its affiliates to make, any oral or written statement to any third party that disparages, defames, or reflects adversely upon the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For Subject to the terms of this paragraph, for so long as the Fund remains in existence, the Adviser and the Fund shall have a royalty-free free, non-exclusive, and non-transferable license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, thereof (but not including any logo or other trademark associated with the Sub-Adviser or any of its affiliates) for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will may use such names in marketing the Fund to current and prospective investorsinvestors with the prior consent of the Sub-Adviser obtained as set forth below. The Promptly upon termination of this Agreement, the Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination and shall, as soon as reasonably practicable, discontinue the use of this Agreement with respect to previously printed materials that contain the Fundname of the Sub-Adviser, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing name of the Sub-Adviser and any combination or derivation thereofthereof and object to the use of its name, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third fifth business day after delivery of such materials that require Sub-Adviser approval, the Sub-Adviser will be deemed to have granted consent on the end of the third fifth business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated Portionas expressly stated herein, the Adviser may not shall have no right to use the name “X. X. Xxxx” or “X. X. Xxxx Investment Management, L.L.C.” (or any combination or derivation thereof) without the written consent of the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existence, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing the name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third business day fifth Business Day after delivery of such materials that require Sub-Adviser approval, the Sub-Adviser will be deemed to have granted consent on the end of the third business day fifth Business Day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated Portion, the Adviser may not use the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as In connection with the Fund remains in existenceengagement of the Sub-Adviser pursuant to this Agreement, the Adviser and the Fund shall have a limited royalty-free license to use the name of the Sub-Adviser, including any short-form as well as the name “Cerberus” (collectively, the “Cerberus Name”) solely in connection with (i) the Fund’s or the Adviser’s disclosure obligations under applicable law and (ii) the marketing of such name, or any combination or derivation thereof, for the purpose of identifying Fund with respect to the Sub-Adviser Adviser’s engagement as a non-exclusive sub-adviser to of the Fund; provided however that the Cerberus Name will not be used as part of the name of the Fund without the Sub-Adviser’s prior written consent which may be withheld in its sole discretion. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names the Cerberus Name in marketing the Fund to current and prospective investors. The license granted herein shall cease, and the Adviser and the Fund shall cease to use the name of the Sub-Adviser Cerberus Name in any newly to-be-printed or to-be-distributed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the FundAgreement. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing name of the Sub-Adviser and any combination or derivation thereofCerberus Name prior to their first use, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third fifth business day after delivery of such materials that require Sub-Adviser approval, the Sub-Adviser will be deemed to have granted consent on the end of the third fifth business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved All requests for the Allocated Portion, the Adviser may not use approval pursuant to this Agreement shall be submitted to the Sub-Adviser’s performance information Adviser to the attention of Xxxxxx Xxxxxx or track-record without such other person as the Sub-Adviser’s express written consentAdviser shall designate from time to time in accordance with Section 16 hereof.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long During the term of this Agreement and as the Fund remains in existencerequired solely for legal and regulatory compliance thereafter, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose solely in respect of identifying the Sub-Adviser as a sub-adviser to documents and communications directly associated with the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser after consultation with the external legal counsel selected by the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the FundAgreement, and the Fund shall (at its own expense) promptly amend, and, if necessary, file such amendment to, any applicable organizational documentdocument or other Governing Document, changing its name so that the name of Sub-Adviser is not included in the name of the FundFund or in any Governing Document, except as required for legal or regulatory compliance. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing the name of the Sub-Adviser and any combination or derivation thereofthereof and the right to provide reasonable comments to such materials, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third fifth business day after delivery receipt of such materials that require Sub-Adviser approvalmaterials, the Sub-Adviser will be deemed to have granted consent on the end of the third fifth business day following delivery receipt of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated Portion, the Adviser may not use Notwithstanding the Sub-Adviser’s performance information or track-record without review of such sales and marketing materials, the Sub-Adviser’s express written consentAdviser shall bear no responsibility for the ultimate content of such materials, other than with respect to the accuracy of the information provided or confirmed by the Sub-Adviser to the Adviser in connection therewith.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existence, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third business day after delivery of such materials that require Sub-Adviser approval, the Sub-Adviser will be deemed to have granted consent on the end of the third business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated Portion, the Adviser may not use the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existenceexistence and this Agreement remains in effect with respect to the Allocated Portion, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund; provided, that the Adviser and the Fund shall be permitted to use the name of the Sub-Adviser to the extent required in regulatory disclosures or shareholder communications relating to periods preceding termination of this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will may use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Adviser shall, as provided in Section 2(l) of this Agreement, provide to the Sub-Adviser shall have for the rightSub-Adviser’s review and approval selected portions of all sales, upon reasonable request and at its own expense, to review all sales and other marketing materials and any other materials (except required regulatory disclosures) utilizing the name of the Sub-Adviser and any combination or derivation thereofthereof (solely to the extent the use of the name of the Sub-Adviser and any combination or derivation thereof has materially changed from sales or other marketing materials previously approved by the Sub-Adviser), provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third fifth business day after delivery of such materials that require Sub-Adviser approvalmaterials, the Sub-Adviser will be deemed to have granted consent on approved, at the end of the third fifth business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated PortionAdviser, the materials. The Adviser may represents and warrants that it will not use make, or cause or allow any of its affiliates to make, any oral or written statement to any third party that disparages, defames or reflects adversely upon the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existence, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third business day after delivery of such materials that require Sub-Adviser approvalmaterials, the Sub-Adviser will be deemed to have granted consent on the end of the third business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated PortionThe Adviser represents and warrants that it will not make, the Adviser may not use or cause or allow any of its affiliates to make, any oral or written statement to any third party that disparages, defames, or reflects adversely upon the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existenceexistence and the Sub-Adviser is serving as a sub-adviser to the Fund, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of the Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Adviser shall provide to the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing the name of the Sub-Adviser and any combination or derivation thereofthereof for approval by the Sub-Adviser, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third business day after delivery of such materials that require Sub-Adviser approval, the Sub-Adviser will be deemed to have granted consent on the end of the third business day following delivery of such materials to the Sub-Adviser for approval; and provided further, that any information regarding the Sub-Adviser that has previously been approved by the Sub-Adviser for inclusion in the Fund’s marketing materials may be included in any additional sales and marketing materials in respect of the Fund without further consent by the Sub-Adviser unless otherwise expressly stated by the Sub-Adviser in writing. Other than the performance achieved for the Allocated Portionas expressly stated herein, the Adviser may not shall have no right to use the name “BTG Pactual” or “BTG Pactual Asset Management US, LLC” (or any combination or derivation thereof) without the written consent of the Sub-Adviser. The use of the Sub-Adviser’s performance information name or track-record without combination or derivation thereof by the Adviser and the Fund hereunder shall be in a manner that is not intended to reflect negatively on the reputation or goodwill of the Sub-Adviser’s express written consentAdviser or such names or any combination or derivation thereof. In the event that the Sub-Adviser requests in writing that the Adviser or the Fund cease the use of a particular approved use of the name of the Sub-Adviser or any combination or derivation thereof, the Adviser and the Fund shall use commercially reasonable efforts to phase out such particular use as promptly as reasonably practicable.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existence, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review and approve in writing all sales and other marketing materials utilizing the name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third sixth business day after delivery of such materials that require Sub-Adviser approvalmaterials, the Sub-Adviser will be deemed to have granted consent on the end of the third sixth business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved The Sub-Adviser shall not otherwise be responsible for the Allocated Portionpreparation or distribution of sales or other marketing materials for the Fund. The Adviser represents and warrants that it will not make, the Adviser may not use or cause or allow any of its affiliates to make any written statement to any third party that disparages, defames, or reflects adversely upon the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existence, and this Agreement remains in effect with respect to the Fund, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereofthereof reasonably approved by the Sub-Adviser, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole reasonable discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing the name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third fifth business day after delivery of such materials that require Sub-Adviser approvalmaterials, the Sub-Adviser will be deemed to have granted consent on the end of the third fifth business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated Portion, the Adviser may not use the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existenceexistence and this Agreement remains in effect with respect to the Fund, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Adviser shall provide to the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third fifth business day after delivery of such materials that require Sub-Adviser approval, the Sub-Adviser will be deemed to have granted consent on the end of the third fifth business day following delivery of such materials to the Sub-Adviser for approval; and provided further, that any information regarding the Sub-Adviser that has previously been approved by the Sub-Adviser (by affirmative approval or negative consent) for inclusion in the Fund’s marketing materials may be included in any additional sales or marketing materials in respect of the Fund without further delivery to, or consent by, the Sub-Adviser, unless such consent has been subsequently withdrawn by the Sub-Adviser with written notice to the Adviser. Other than the performance achieved for the Allocated Portion, the Adviser may not use the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existenceexistence and this Agreement remains in effect with respect to the Allocated Portion, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund; provided, that the Adviser and the Fund shall be permitted to use the name of the Sub-Adviser to the extent required in regulatory disclosures or shareholder communications relating to periods preceding termination of this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will may use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Adviser shall, as provided in Section 2(l) of this Agreement, provide to the Sub-Adviser shall have for the right, upon reasonable request Sub-Adviser’s review and at its own expense, to review approval selected portions of all sales and other marketing materials utilizing the name of the Sub-Adviser and any combination or derivation thereofthereof (solely to the extent the use of the name of the Sub-Adviser and any combination or derivation thereof has materially changed from sales or other marketing materials previously approved by the Sub-Adviser), provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third fifth business day after delivery of such materials that require Sub-Adviser approvalmaterials, the Sub-Adviser will be deemed to have granted consent on approved, at the end of the third fifth business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated PortionAdviser, the materials. The Adviser may represents and warrants that it will not use make, or cause or allow any of its affiliates to make, any oral or written statement to any third party that disparages, defames or reflects adversely upon the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existence, the Adviser and the Fund shall have a non-exclusive royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the sole purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third business day after delivery of such materials that require the Sub-Adviser Adviser’s approval, the Sub-Adviser will be deemed to have granted consent on the end of the third business day following delivery of such materials to the Sub-Adviser for approval. The Adviser represents and warrants that it will not make or cause or allow any of its affiliates to make, any oral or written statement to any third party that disparages, defames, or reflects adversely upon the Sub-Adviser. Other than the performance achieved for the Allocated Portion, the Adviser may not use the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existenceexistence and this Agreement remains in effect, and as required solely for legal and regulatory compliance thereafter, with respect to the Fund, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Adviser may, as provided in Section 2(l) of this Agreement, provide to the Sub-Adviser shall have for the right, upon reasonable request Sub-Adviser’s review and at its own expense, to review approval selected portions of all sales and other marketing materials utilizing the name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third fourth business day after delivery of such materials that require Sub-Adviser approval, the Sub-Adviser will be deemed to have granted consent on the end of the third fourth business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated Portion, the Adviser may not use the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For Subject to the terms of this paragraph, for so long as the Fund remains in existence, the Adviser and the Fund shall have a royalty-free free, non-exclusive, and non-transferable license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, thereof (but not including any logo or other trademark associated with the Sub-Adviser or any of its affiliates) for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will may use such names in marketing the Fund to current and prospective investorsinvestors with the prior consent of the Sub-Adviser obtained as set forth below. The Promptly upon termination of this Agreement, the Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination and shall, as soon as reasonably practicable, discontinue the use of this Agreement with respect to previously printed materials that contain the Fundname of the Sub-Adviser, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing the name of the Sub-Adviser and any combination or derivation thereofthereof and object to the use of its name, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third fifth business day after delivery of such materials that require Sub-Adviser approval, the Sub-Adviser will be deemed to have granted consent on the end of the third fifth business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated Portionas expressly stated herein, the Adviser may not shall have no right to use the name “X. X. Xxxx” or “X. X. Xxxx Investment Management, L.L.C.” (or any combination or derivation thereof) without the written consent of the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existence, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third business day after delivery of such materials that require Sub-Adviser approvalmaterials, the Sub-Adviser will be deemed to have granted consent on the end of the third business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated PortionThe Adviser represents and warrants that it will not make, the Adviser may not use or cause or allow any of its affiliates to make, any oral or written statement to any third party that disparages, defames, or reflects adversely upon the Sub-Adviser. For the avoidance of doubt, nothing in this Agreement shall restrict the Adviser, its affiliates, the Trust, or the Fund from making factual statements in required disclosures (including shareholder report discussions or Fund performance), in reports to the Trust’s performance information Board of Trustees, or trackin response to regulatory inquiries that are part of a routine supervisory examination or routine audit by a banking, governmental or other financial regulatory or self-record without regulatory authority not specifically related to the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existenceexistence and this Agreement remains in effect with respect to the Allocated Portion, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund; provided, that the Adviser and the Fund shall be permitted to use the name of the Sub-Adviser to the extent required in regulatory disclosures or shareholder communications relating to periods preceding termination of this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will may use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Adviser shall, as provided in Section 2(l) of this Agreement, provide to the Sub-Adviser shall have for the rightSub-Adviser’s review and approval selected portions of all sales, upon reasonable request and at its own expense, to review all sales and other marketing materials and any other materials (except required regulatory disclosures) utilizing the name of the Sub-Adviser and any combination or derivation thereofthereof (solely to the extent the use of the name of the Sub-Adviser and any combination or derivation thereof has materially changed from sales or other marketing materials previously approved by the Sub-Adviser), provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third tenth business day after delivery receipt of such materials that require Sub-Adviser approvalmaterials, the Sub-Adviser will be deemed to have granted consent on approved, at the end of the third tenth business day following delivery receipt of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated PortionAdviser, the materials. The Adviser may represents and warrants that it will not use make, or cause or allow any of its affiliates to make, any oral or written statement to any third party that disparages, defames or reflects adversely upon the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existence, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, right to review all sales and other marketing or other materials utilizing the name of the Sub-Adviser and any combination or derivation thereofthereof (collectively the “Marketing Materials”), providedand shall be provided a copy of the portion of such Marketing Materials relating to the Sub-Adviser in advance of first use (e.g., howeverpublic dissemination). Notwithstanding that fact, that once the Sub-Adviser is provided with an advance copy of the Marketing Materials, if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third business day after delivery of such materials that require Sub-Adviser approvalmaterials, the Sub-Adviser will be deemed to have granted consent on the end of the third business day following delivery of such materials to the Sub-Adviser for approval. Other than Exempted from this above described Sub-Adviser pre-approval process shall be materials that simply list or otherwise include the performance achieved for the Allocated Portion, the Adviser may not use name of the Sub-Adviser’s Adviser and the performance information or track-track record without of the Sub-Adviser’s express written consentAllocated Portion of the Fund (but nothing else).

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund Allocated Portion remains in existenceunder the management of the Sub-Adviser, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereofthereof reasonably approved by the Sub-Adviser, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole reasonable discretion of the AdviserAdviser acting in good faith, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, provided that the Adviser and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that may continue to use the name of Sub-Adviser is not included Adviser’s name in the name respect of the Fundhistorically-printed materials and historical records following termination of this Agreement. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing the name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third fifth business day after delivery of such materials that require Sub-Adviser approvalmaterials, the Sub-Adviser will be deemed to have granted consent on the end of the third business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved However, for the Allocated Portionavoidance of doubt, Sub-Adviser shall not be liable under Section 9 of this Agreement for (i) the use by Adviser may of any materials that were not provided to Sub-Adviser for its review, or (ii) the use by Adviser of any of Sub-Adviser’s materials that did not receive affirmatively consent in writing from Sub-Adviser. The Adviser and Fund each represent and warrant that it will not make, or cause or allow any of its affiliates to make, any oral or written statement to any third party that disparages, defames, or reflects adversely upon the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existenceexistence and this Agreement remains in effect with respect to the Allocated Portion, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund; provided, that the Adviser and the Fund shall be permitted to use the name of the Sub-Adviser to the extent required in regulatory disclosures or shareholder communications relating to periods preceding termination of this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will may use such names in marketing the Fund to current and prospective investorsinvestors in accordance with all applicable laws and regulations. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund. Notwithstanding anything else provided herein, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During during the term of this Agreement, the Adviser shall provide to the Sub-Adviser shall have for the right, upon reasonable request Sub-Adviser’s review and at its own expense, to review approval the relevant portions of all sales and other marketing materials (i) utilizing the name of the Sub-Adviser and any combination or derivation thereofthereof or (ii) describing the investment program of the Sub-Adviser (in each case solely to the extent the use of the name of the Sub-Adviser or the description of the investment program and any combination or derivation thereof has materially changed from sales or other marketing materials previously approved by the Sub-Adviser), provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third eighth business day after delivery of such materials that require Sub-Adviser approvalmaterials, the Sub-Adviser will be deemed to have granted consent on approve, at the end of the third eighth business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated PortionAdviser, the materials, so long as good faith follow-up attempts have been made by Adviser may to obtain a response from Sub-Adviser. Sub-Adviser shall use commercially reasonable efforts to provide comments within four business days in the ordinary course. The Adviser represents and warrants that it will not use make, or cause or allow any of its affiliates to make, any oral or written statement to any third party that disparages, defames or reflects adversely upon the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Sub-Adviser provides services to the Fund remains in existenceunder this Agreement, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund; provided that following the termination of this Agreement the Adviser shall be permitted to continue using the Sub-Adviser’s name to comply with applicable law and internal recordkeeping policies and requirements. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Following the termination of this Agreement, the Fund and Adviser shall upon request of the Sub-Adviser take all necessary action to remove reference to the Sub-Adviser in any sales materials, Governing Documents, or similar, and the Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund). During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing the name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third business day after delivery of such materials that require Sub-Adviser approvalmaterials, the Sub-Adviser will be deemed to have granted consent on the end of the third business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated Portion, the Adviser may not use the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long During the term of this Agreement and as the Fund remains in existencerequired solely for legal and regulatory compliance thereafter, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose solely in respect of identifying the Sub-Adviser as a sub-adviser to documents and communications directly associated with the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser after consultation with the external legal counsel selected by the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the FundAgreement, and the Fund shall (at its own expense) promptly amend, and, if necessary, file such amendment to, any applicable organizational documentdocument or other Governing Document, changing its name so that the name of Sub-Adviser is not included in the name of the FundFund or in any Governing Document, except as required for legal or regulatory compliance. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing the name of the Sub-Adviser and any combination or derivation thereofthereof and the right to provide reasonable comments to such materials, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third business day fifth Business Day after delivery receipt of such materials that require Sub-Adviser approvalmaterials, the Sub-Adviser will be deemed to have granted consent on the end of the third business day fifth Business Day following delivery receipt of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated Portion, the Adviser may not use Notwithstanding the Sub-Adviser’s performance information or track-record without review of such sales and marketing materials, the Sub-Adviser’s express written consentAdviser shall bear no responsibility for the ultimate content of such materials, other than with respect to the accuracy of the information provided or confirmed by the Sub-Adviser to the Adviser in connection therewith.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existence, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing the name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third business day after delivery of such materials that require Sub-Adviser approval, the Sub-Adviser will be deemed to have granted consent on the end of the third fifth business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated Portion, the Adviser may not use the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existenceexistence and this Agreement remains in effect with respect to the Allocated Portion, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund; provided, that the Adviser and the Fund shall be permitted to use the name of the Sub-Adviser to the extent required in regulatory disclosures or shareholder communications relating to periods preceding termination of this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the FundFS Multi-Strat’s selling agents will may use such names in marketing the Fund FS Mult- Strat to current and prospective investors. The Adviser Adviser, FS Multi-Strat and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Adviser shall, as provided in Section 2(l) of this Agreement, provide to the Sub-Adviser shall have for the rightSub- Adviser’s review and approval selected portions of all sales, upon reasonable request and at its own expense, to review all sales and other marketing materials and any other materials (except required regulatory disclosures) utilizing the name of the Sub-Adviser and any combination or derivation thereofthereof (solely to the extent the use of the name of the Sub-Adviser and any combination or derivation thereof has materially changed from sales or other marketing materials previously approved by the Sub-Adviser), provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third tenth business day after delivery receipt of such materials that require Sub-Adviser approvalmaterials, the Sub-Adviser will be deemed to have granted consent on approved, at the end of the third tenth business day following delivery receipt of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated Portion, the Adviser may not use by the Sub-Adviser’s performance information , the materials. The Adviser represents and warrants that it will not make, or track-record without cause or allow any of its affiliates to make, any oral or written statement to any third party that disparages, defames or reflects adversely upon the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existenceexistence and this Agreement remains in effect with respect to the Fund, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Sub- Adviser is not included in the name of the Fund. During the term of this Agreement, the Adviser shall provide to the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third fifth business day after delivery of such materials that require Sub-Adviser approval, the Sub-Adviser will be deemed to have granted consent on the end of the third fifth business day following delivery of such materials to the Sub-Adviser for approval; and provided further, that any information regarding the Sub-Adviser that has previously been approved by the Sub-Adviser (by affirmative approval or negative consent) for inclusion in the Fund’s marketing materials may be included in any additional sales or marketing materials in respect of the Fund without further delivery to, or consent by, the Sub-Adviser, unless such consent has been subsequently withdrawn by the Sub-Adviser with written notice to the Adviser. Other than the performance achieved for the Allocated Portion, the Adviser may not use the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Fund remains in existenceexistence and this Agreement remains in effect with respect to the Fund, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this Agreement, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing the name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third fifth business day after delivery of such materials that require Sub-Adviser approval, the Sub-Adviser will be deemed to have granted consent on the end of the third fifth business day following delivery of such materials to the Sub-Adviser for approval; and provided further, that any information regarding the Sub-Adviser that has previously been approved by the Sub-Adviser (by affirmative approval or negative consent) for inclusion in the Fund’s marketing materials may be included in any additional sales or marketing materials in respect of the Fund without further delivery to, or consent by, the Sub-Adviser, unless such consent has been subsequently withdrawn by the Sub-Adviser with written notice to the Adviser. Other than the performance achieved for the Allocated Portion, the Adviser may not use the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.

Adviser’s and Fund’s Use of Sub-Adviser Name. For so long as the Sub-Adviser provides services to the Fund remains in existenceunder this Agreement, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any short-form of such name, or any combination or derivation thereof, for the purpose of identifying the Sub-Adviser as a sub-adviser to the Fund; provided that following the termination of this Agreement the Adviser shall be permitted to continue using the Sub-Adviser’s name to comply with applicable law and internal recordkeeping policies and requirements only. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names in marketing the Fund to current and prospective investors. The Promptly following the termination of this Agreement, the Fund and the Adviser shall take all necessary action to remove reference to the Sub-Adviser in any sales materials, Governing Documents or similar and the Adviser and the Fund shall cease to use the name of the Sub-Adviser in any newly printed materials (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to ). For so long as the Fund, and the Fund shall promptly amend, and, if necessary, file such amendment to, any applicable organizational document, changing its name so that the name of Sub-Adviser is not included in the name of the Fund. During the term of this AgreementAdviser’s details are disclosed, the Sub-Adviser shall have the right, upon reasonable request and at its own expense, to review all sales and other marketing materials utilizing the name of the Sub-Adviser and any combination or derivation thereof, provided, however, that if the Sub-Adviser fails to comment in writing (including via e-mail) by the end of the third business day after delivery of such materials that require Sub-Adviser approvalmaterials, the Sub-Adviser will be deemed to have granted consent on the end of the third business day following delivery of such materials to the Sub-Adviser for approval. Other than the performance achieved for the Allocated Portion, the Adviser may not use the Sub-Adviser’s performance information or track-record without the Sub-Adviser’s express written consent.