Common use of Reference to the Subadviser Clause in Contracts

Reference to the Subadviser. The Adviser covenants as follows: (a) The Adviser will (and will cause its affiliates (including the Trust) (each an “Affiliate”) to) use the name “Xxxxxx Investment Management”, “Xxxxxx Investments”, “Xxxxxx” or any derivation thereof only for so long as this Agreement remains in effect. At such times as this Agreement is no longer in effect, the Adviser will, and will cause each Affiliate to, cease using any such name or any other name indicating that any Portfolio is advised by or otherwise connected to the Subadviser. (b) It will not, and will cause its Affiliates to not, refer to the Subadviser or any Affiliate in any sales literature or promotional material except with the prior approval of the Subadviser. In the case of materials, such as the portfolio’s prospectus, required by law to be prepared, such approval shall not be unreasonably withheld. (c) It will permit the Portfolios to be used as a funding vehicle only for insurance contracts issued by SunAmerica Inc. or any of its affiliates. (d) It will not (and will cause it Affiliates to not) engage in marketing programs (written or otherwise) directed toward Xxxxxx Capital Manager Annuity Contract (“PCM”) which directly solicit transfers from PCM to the Adviser’s products or those of its Affiliates. For purposes of the foregoing, general marketing efforts by SunAmerica Inc. and its affiliates shall not constitute a direct solicitation of PCM contract holders. The Adviser will not (and will cause its Affiliates to not) create or use marketing materials which provide direct comparisons between PCM and the Adviser’s products or those of any of its Affiliates. The Adviser, in connection with any exchange program, will not (and will cause its Affiliates to not) reimburse voluntarily, or enter into any contract or policy after the date hereof providing for the reimbursement of, any deferred sales charges to encourage the transfer of assets from PCM to the Adviser’s products or those of any Affiliate. For purposes hereof, the term “Affiliate” shall not be construed to include agents of SunAmerica Inc. or affiliates thereof, who are not employees of such entities.

Reference to the Subadviser. The Adviser covenants as follows: (a) The Adviser will (and will cause its affiliates (including the Trust) (each an “Affiliate”) to) use the name “Xxxxxx Investment Management”, ,” “Xxxxxx Investments”, ,” “Xxxxxx” or any derivation thereof only for so long as this Agreement remains in effect. At such times as this Agreement is no longer in effect, the Adviser will, and will cause each Affiliate to, cease using any such name or any other name indicating that any Portfolio is advised by or otherwise connected to the Subadviser. (b) It will not, and will cause its Affiliates to not, refer to the Subadviser or any Affiliate in any sales literature or promotional material except with the prior approval of the Subadviser. In the case of materials, such as the portfolio’s prospectus, required by law to be prepared, such approval shall not be unreasonably withheld. (c) It will permit the Portfolios Portfolio(s) to be used as a funding vehicle only for insurance contracts issued by SunAmerica Inc. American General Life Insurance Company (“AGL”) or any of its affiliates. (d) It will not (and will cause it Affiliates to not) engage in marketing programs (written or otherwise) directed toward Xxxxxx Capital Manager Annuity Contract (“PCM”) which directly solicit transfers from PCM to the Adviser’s products or those of its Affiliates. For purposes of the foregoing, general marketing efforts by SunAmerica Inc. AGL and its affiliates shall not constitute a direct solicitation of PCM contract holders. The Adviser will not (and will cause its Affiliates to not) create or use marketing materials which provide direct comparisons between PCM and the Adviser’s products or those of any of its Affiliates. The Adviser, in connection with any exchange program, will not (and will cause its Affiliates to not) reimburse voluntarily, or enter into any contract or policy after the date hereof providing for the reimbursement of, any deferred sales charges to encourage the transfer of assets from PCM to the Adviser’s products or those of any Affiliate. For purposes hereof, the term “Affiliate” shall not be construed to include agents of SunAmerica Inc. AGL or affiliates thereof, who are not employees of such entities.

Reference to the Subadviser. The Adviser covenants as follows: (a) The Adviser will (and will cause its affiliates (including the Trust) (each an “Affiliate”AAffiliate@) to) use the name “Xxxxxx APutnam Investment Management”Management@, “Xxxxxx Investments”APutnam Investments@, “Xxxxxx” APutnam@ or any derivation thereof only for so long as this Agreement remains in effect. At such times as this Agreement is no longer in effect, the Adviser will, and will cause each Affiliate to, cease using any such name or any other name indicating that any Portfolio is advised by or otherwise connected to the Subadviser. (b) It will not, and will cause its Affiliates to not, refer to the Subadviser or any Affiliate in any sales literature or promotional material except with the prior approval of the Subadviser. In the case of materials, such as the portfolio’s =s prospectus, required by law to be prepared, such approval shall not be unreasonably withheld. (c) It will permit the Portfolios to be used as a funding vehicle only for insurance contracts issued by SunAmerica Inc. or any of its affiliates. (d) It will not (and will cause it Affiliates to not) engage in marketing programs (written or otherwise) directed toward Xxxxxx Capital Manager Annuity Contract (“PCM”APCM@) which directly solicit transfers from PCM to the Adviser’s =s products or those of its Affiliates. For purposes of the foregoing, general marketing efforts by SunAmerica Inc. and its affiliates shall not constitute a direct solicitation of PCM contract holders. The Adviser will not (and will cause its Affiliates to not) create or use marketing materials which provide direct comparisons between PCM and the Adviser’s =s products or those of any of its Affiliates. The Adviser, in connection with any exchange program, will not (and will cause its Affiliates to not) reimburse voluntarily, or enter into any contract or policy after the date hereof providing for the reimbursement of, any deferred sales charges to encourage the transfer of assets from PCM to the Adviser’s =s products or those of any Affiliate. For purposes hereof, the term “Affiliate” AAffiliate@ shall not be construed to include agents of SunAmerica Inc. or affiliates thereof, who are not employees of such entities.

Reference to the Subadviser. The Adviser covenants as follows: (a) The Adviser will (and will cause its affiliates (including the Trust) (each an “Affiliate”) to) use the name “Xxxxxx Pxxxxx Investment Management”, “Xxxxxx Pxxxxx Investments”, “XxxxxxPxxxxx” or any derivation thereof only for so long as this Agreement remains in effect. At such times as this Agreement is no longer in effect, the Adviser will, and will cause each Affiliate to, cease using any such name or any other name indicating that any Portfolio is advised by or otherwise connected to the Subadviser. (b) It will not, and will cause its Affiliates to not, refer to the Subadviser or any Affiliate in any sales literature or promotional material except with the prior approval of the Subadviser. In the case of materials, such as the portfolio’s prospectus, required by law to be prepared, such approval shall not be unreasonably withheld. (c) It will permit the Portfolios to be used as a funding vehicle only for insurance contracts issued by SunAmerica Inc. or any of its affiliates. (d) It will not (and will cause it Affiliates to not) engage in marketing programs (written or otherwise) directed toward Xxxxxx Pxxxxx Capital Manager Annuity Contract (“PCM”) which directly solicit transfers from PCM to the Adviser’s products or those of its Affiliates. For purposes of the foregoing, general marketing efforts by SunAmerica Inc. and its affiliates shall not constitute a direct solicitation of PCM contract holders. The Adviser will not (and will cause its Affiliates to not) create or use marketing materials which provide direct comparisons between PCM and the Adviser’s products or those of any of its Affiliates. The Adviser, in connection with any exchange program, will not (and will cause its Affiliates to not) reimburse voluntarily, or enter into any contract or policy after the date hereof providing for the reimbursement of, any deferred sales charges to encourage the transfer of assets from PCM to the Adviser’s products or those of any Affiliate. For purposes hereof, the term “Affiliate” shall not be construed to include agents of SunAmerica Inc. or affiliates thereof, who are not employees of such entities.