Common use of Reference to the Subadviser Clause in Contracts

Reference to the Subadviser. It is understood that the names “Xxxxxxx Xxxxx” and “Xxxxxxx Sachs Asset Management” or any trademark, trade name, service xxxx, or logo, or any variation of such trademark, trade name, service xxxx, or logo of the Subadviser or its affiliates (collectively, the “Xxxxxxx Xxxxx Marks”) are the valuable property of the Subadviser and its affiliates and that the Portfolio(s) or its affiliates have the right to use such Xxxxxxx Sachs Marks in offering materials of the Portfolio(s) only with the prior written approval of the Subadviser and only for so long as the Subadviser is a subadviser to the Portfolio(s); provided, however, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, the Subadviser’s prior written consent shall not be required for such offering materials (e.g., prospectuses, statements of additional information or shareholder reports). Additionally, if substantive changes are made to such materials thereafter, the Portfolio(s) shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trust, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use such Xxxxxxx Xxxxx Marks in any advertising or promotional materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio(s), the Trust, the Portfolio(s) and the Adviser may use the name of the Subadviser or any of its affiliates in the Registration Statement, shareholder reports, and other filings with the Securities and Exchange Commission, or after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior written consent.

Reference to the Subadviser. It is understood that Neither the names “Xxxxxxx Xxxxx” and “Xxxxxxx Sachs Asset Management” or any trademark, trade name, service xxxx, or logo, or any variation of such trademark, trade name, service xxxx, or logo of the Subadviser or its affiliates (collectively, the “Xxxxxxx Xxxxx Marks”) are the valuable property of the Subadviser and its affiliates and that the Portfolio(s) or its affiliates have the right to use such Xxxxxxx Sachs Marks in offering materials of the Portfolio(s) only with the prior written approval of the Subadviser and only for so long as the Subadviser is a subadviser to the Portfolio(s); provided, however, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, the Subadviser’s prior written consent shall not be required for such offering materials (e.g., prospectuses, statements of additional information or shareholder reports). Additionally, if substantive changes are made to such materials thereafter, the Portfolio(s) shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trust, the Portfolio(s) or Trust nor the Adviser or any affiliate or agent thereof shall make reference to or use such Xxxxxxx Xxxxx Marks in any advertising or promotional materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio(s), the Trust, the Portfolio(s) and the Adviser may use the name of the Subadviser or any of its affiliates in any advertising or promotional materials without the Registration Statementprior approval of the Subadviser, shareholder reportswhich approval shall not be unreasonably withheld. During the term of this Agreement, the Adviser shall have permission to use the following trademarks relating to the Subadviser, namely, PYRAMIS, PYRAMIS GLOBAL ADVISORS, and other filings the Pyramis Global Advisors logo (which logo shall be provided by the Subadviser)(collectively, the “Marks”) in connection with the Securities sale and Exchange Commission, or after marketing of the Portfolio. Adviser shall provide to the Subadviser ceases to serve examples of the proposed materials bearing any Marks used as subadvisertrademarks (collectively, if such usage is “Materials”) for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior review and written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Subadviser or its affiliates(s) shall review and provide feedback, if any, on the proposed use as soon as possible within five (5) business days following Subadviser’s receipt of submitted Materials bearing any Marks. If the Adviser makes any unauthorized use of any Marks, the Parties acknowledge that the Subadviser and its affiliates may suffer harm for which monetary damages may be inadequate and remedies under this Agreement or at law. Notwithstanding any of the foregoing, the Adviser may use the Subadviser’s name, “Pyramis Global Advisors, LLC,” or “Pyramis Global Advisors” in any Materials when referring to the Subadviser in a factual manner without the need to seek the Subadviser’s, or an affiliate’s, written consent. Upon termination or expiration of this Agreement, the Adviser shall immediately cease all use of the Marks. Upon such termination or expiration of this Agreement, Adviser shall either provide to the Subadviser all Materials bearing any Marks or certify as to the destruction of all such Materials. The Parties agree that, in order to streamline the review and approval process for any Materials bearing any Marks used as trademarks, one or more templates for such Materials may be provided to Subadviser for Subadviser’s prior review and approval. Once a template for a particular type of Materials has been approved by Subadviser in accordance with this Agreement (each, an “approved Template”), all materials of the same type or class based on the Approved Template shall be considered approved by Subadviser and Adviser shall not be required to separately submit each example of such Materials to Subadviser for its review or approval; provided, however, that no material change relating to the Subadviser’s Marks is made by Adviser as compared to that shown in an Approved Template. Neither the Subadviser nor any affiliate or agent of it shall make reference to or use the name of the Adviser or any of its affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the Portfolio or to the Subadviser, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed. The Subadviser hereby agrees to make all reasonable efforts to cause any affiliate of the Subadviser to satisfy the foregoing obligation.

Reference to the Subadviser. It is understood that Neither the names “Xxxxxxx Xxxxx” and “Xxxxxxx Sachs Asset Management” or any trademark, trade name, service xxxx, or logo, or any variation of such trademark, trade name, service xxxx, or logo of the Subadviser or its affiliates (collectively, the “Xxxxxxx Xxxxx Marks”) are the valuable property of the Subadviser and its affiliates and that the Portfolio(s) or its affiliates have the right to use such Xxxxxxx Sachs Marks in offering materials of the Portfolio(s) only with the prior written approval of the Subadviser and only for so long as the Subadviser is a subadviser to the Portfolio(s); provided, however, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, the Subadviser’s prior written consent shall not be required for such offering materials (e.g., prospectuses, statements of additional information or shareholder reports). Additionally, if substantive changes are made to such materials thereafter, the Portfolio(s) shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trust, the Portfolio(s) or Trust nor the Adviser or any affiliate or agent thereof shall make reference to or use such Xxxxxxx Xxxxx Marks in any advertising or promotional materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio(s), the Trust, the Portfolio(s) and the Adviser may use the name of the Subadviser or any of its affiliates in any advertising or promotional materials without the Registration Statementprior approval of the Subadviser, shareholder reportswhich approval shall not be unreasonably withheld. During the term of this Agreement, the Adviser shall have permission to use the following trademarks relating to the Subadviser, namely, PYRAMIS, PYRAMIS GLOBAL ADVISORS, and other filings the Pyramis Global Advisors logo (which logo shall be provided by the Subadviser)(collectively, the "Marks") in connection with the Securities sale and Exchange Commissionmarketing of the Portfolio. Adviser shall provide to the Subadviser examples of the proposed materials bearing any Marks used as trademarks (collectively, "Materials") for the Subadviser's prior review and written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Subadviser or its affiliates(s) shall review and provide feedback, if any, on the proposed use as soon as possible within five (5) business days following Subadviser's receipt of submitted Materials bearing any Marks. If the Adviser makes any unauthorized use of any Marks, the Parties acknowledge that the Subadviser and its affiliates may suffer harm for which monetary damages may be inadequate and remedies under this Agreement or at law. Notwithstanding any of the foregoing, the Adviser may use the Subadviser's name, "Pyramis Global Advisors, LLC," or "Pyramis Global Advisors" in any Materials when referring to the Subadviser in a factual manner without the need to seek the Subadviser's, or after an affiliate's, written consent. Upon termination or expiration of this Agreement, the Adviser shall immediately cease all use of the Marks. Upon such termination or expiration of this Agreement, Adviser shall either provide to the Subadviser ceases all Materials bearing any Marks or certify as to serve the destruction of all such Materials. The Parties agree that, in order to streamline the review and approval process for any Materials bearing any Marks used as subadvisertrademarks, if one or more templates for such usage Materials may be provided to Subadviser for Subadviser's prior review and approval. Once a template for a particular type of Materials has been approved by Subadviser in accordance with this Agreement (each, an "approved Template"), all materials of the same type or class based on the Approved Template shall be considered approved by Subadviser and Adviser shall not be required to separately submit each example of such Materials to Subadviser for its review or approval; provided, however, that no material change relating to the Subadviser's Marks is for made by Adviser as compared to that shown in an Approved Template. Neither the purpose Subadviser nor any affiliate or agent of meeting a disclosure obligation under lawsit shall make reference to or use the name of the Adviser or any of its affiliates, rulesor any of their clients, regulationsexcept references concerning the identity of and services provided by the Adviser to the Portfolio or to the Subadviser, statutes which references shall not differ in substance from those included in the Prospectus and codesthis Agreement, whether state in any advertising or federal, promotional materials without the Subadviser’s prior written consentapproval of Adviser, which approval shall not be unreasonably withheld or delayed. The Subadviser hereby agrees to make all reasonable efforts to cause any affiliate of the Subadviser to satisfy the foregoing obligation.