Common use of References to Subadviser Clause in Contracts

References to Subadviser. (a) The parties to this Agreement agree that the names of the Subadviser and its affiliates and any of their logos or trademarks or service marks or trade names or any derivatives of them (collectively, "Subadviser Names") are the valuable property of the Subadviser and its affiliates. The Manager and the Fund may use the name of the Subadviser to identify it as a subadviser to the Fund as required by law or regulation. Subadviser consents to the Fund names as set out in the attached Schedule A. Any other use of a Subadviser Name must be expressly pre approved in writing by the Subadviser and all marketing materials, advertisements, sales literature and notices using a Subadviser Name must be submitted to the Subadviser for approval at least ten (10) business days prior to the date such approval is needed. The Manager and the Fund agree that, with respect to such materials submitted to the Subadviser, the Subadviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the 1940 Act or other applicable laws and regulations. Once approved in writing by the Subadviser, any change in any approved use of a Subadviser Name including, without limitation, change in phrases identifying or associated with the Fund, requires prior approval in writing by the Subadviser. Upon termination of this Agreement, the Manager and the Fund shall forthwith cease to use all Subadviser Names, except as may be required by law or regulation. If a Manager or a Fund makes any unauthorized use of a Subadviser Name, the parties acknowledge that the Subadviser and its affiliates shall suffer irreparable harm for which monetary damages may be inadequate and thus the Subadviser and its affiliates shall be entitled to injunctive relief, as well as any other remedy available under law. (b) During the term of this Agreement, Manager agrees to furnish to Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for external distribution to sales personnel, shareholders of the Funds or the public, which refer to Subadviser or its clients in any way, prior to use thereof and not to use such material unless Subadviser consents.

References to Subadviser. (a) The parties Subadviser hereby grants to this Agreement agree that the names of the Subadviser and its affiliates and any of their logos or trademarks or service marks or trade names or any derivatives of them (collectively, "Subadviser Names") are the valuable property of the Subadviser and its affiliates. The Investment Manager and the Fund may use the name of the Subadviser to identify it as a subadviser to the Fund as required by law or regulation. Subadviser consents to the Fund names as set out in the attached Schedule A. Any other use of a Subadviser Name must be expressly pre approved in writing by the Subadviser and all marketing materials, advertisements, sales literature and notices using a Subadviser Name must be submitted to the Subadviser for approval at least ten (10) business days prior to the date such approval is needed. The Manager and the Fund agree that, with respect to such materials submitted to the Subadviser, the Subadviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the 1940 Act or other applicable laws and regulations. Once approved in writing by the Subadviser, any change in any approved use of a Subadviser Name including, without limitation, change in phrases identifying or associated with the Fund, requires prior approval in writing by the Subadviser. Upon termination of this Agreement, the Manager and the Fund shall forthwith cease to use all Subadviser Names, except as may be required by law or regulation. If a Manager or a Fund makes any unauthorized use of a Subadviser Name, the parties acknowledge that the Subadviser and its affiliates shall suffer irreparable harm for which monetary damages may be inadequate and thus the Subadviser and its affiliates shall be entitled to injunctive relief, as well as any other remedy available under law. (b) During during the term of this Agreement, the right and license to use Subadviser’s name and registered and unregistered trademarks, service marks and logos (collectively, “AQR Marks”) on Investment Manager’s web site(s) and in other materials solely for the purposes of accurately disclosing and promoting the appointment of Subadviser hereunder. In accordance with the exercise of the license rights granted in the preceding sentence, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for external distribution to sales personnel, shareholders of the Funds Fund or the public, which that refer to Subadviser or its clients in any way, prior to the use thereof thereof, and not to use such material unless if Subadviser consentsreasonably objects in writing five (5) business days (or such other lime as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. The Investment Manager recognizes that from time to time directors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other funds (including other investment companies), corporations, business trusts, partnerships or other entities and that such other entities may include the name “AQR” or any derivative or abbreviation thereof as part of their name, and that the Subadviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the other entities may include the name “AQR” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Investment Manager shall within 60 days (i) cease and cause the Fund to cease all use of Subadviser’s name and AQR Marks, and (ii) take all necessary action to cause the Fund’s Prospectus, SAI, marketing materials and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Subadviser no longer serves as subadviser to the Fund.

References to Subadviser. (a) The parties Subadviser hereby grants to this Agreement agree that the names of the Subadviser and its affiliates and any of their logos or trademarks or service marks or trade names or any derivatives of them (collectively, "Subadviser Names") are the valuable property of the Subadviser and its affiliates. The Investment Manager and the Fund may use the name of the Subadviser to identify it as a subadviser to the Fund as required by law or regulation. Subadviser consents to the Fund names as set out in the attached Schedule A. Any other use of a Subadviser Name must be expressly pre approved in writing by the Subadviser and all marketing materials, advertisements, sales literature and notices using a Subadviser Name must be submitted to the Subadviser for approval at least ten (10) business days prior to the date such approval is needed. The Manager and the Fund agree that, with respect to such materials submitted to the Subadviser, the Subadviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the 1940 Act or other applicable laws and regulations. Once approved in writing by the Subadviser, any change in any approved use of a Subadviser Name including, without limitation, change in phrases identifying or associated with the Fund, requires prior approval in writing by the Subadviser. Upon termination of this Agreement, the Manager and the Fund shall forthwith cease to use all Subadviser Names, except as may be required by law or regulation. If a Manager or a Fund makes any unauthorized use of a Subadviser Name, the parties acknowledge that the Subadviser and its affiliates shall suffer irreparable harm for which monetary damages may be inadequate and thus the Subadviser and its affiliates shall be entitled to injunctive relief, as well as any other remedy available under law. (b) During during the term of this Agreement, the non-exclusive and non-transferable right and license to (i) use Subadviser’s names “AQR Capital Management, LLC” and “AQR” (together, the “Subadviser Name”) on Investment Manager’s web site(s) and in other materials solely for the purposes of accurately disclosing and promoting the appointment of Subadviser hereunder, and (ii) include the term “AQR” in the legal name of the CTIVPSM – AQR Managed Futures Strategy Fund (together the “License Rights”). In accordance with the exercise of the License Rights, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAIs, proxy statements, reports to shareholders, sales literature, or other material prepared for external distribution to sales personnel, shareholders of the Funds Fund or the public, which refer to Subadviser or its clients in any way, that involve use of the License Rights prior to the use thereof thereof, and not to use such material unless if Subadviser consentsreasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic transmission, or hand delivery. Investment Manager shall ensure that its exercise of the License Rights does not result in any use of the Subadviser Name in a misleading manner and Investment Manager is responsible for ensuring that its use of the Subadviser Name complies with all applicable laws and regulations. There are no implied licenses under this Agreement and any and all rights not explicitly granted herein are reserved by Subadviser. All rights, title and interest, including intellectual property rights in and to the Subadviser Name and Subadviser’s logos and marks, will remain vested in Subadviser. Investment Manager may not do any of the following without Subadviser’s prior written consent and so Investment Manager covenants and agrees not to: (i) use the Subadviser Name except in accordance with the specific rights granted in this Agreement; (ii) sublicense, resell, rent, lease, pledge, share, transfer, assign, use, reproduce, copy, disclose or redistribute the Subadviser Name to any other party (including any affiliate) or in any other manner except as authorized in this Agreement; or (iii) use Subadviser’s logos or marks in any manner whatsoever. The Investment Manager recognizes that from time to time directors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other funds (including other investment companies), corporations, business trusts, partnerships or other entities and that such other entities may include the Subadviser Name as part of their name, and that the Subadviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the other entities may include the Subadviser Name as part of their names. Upon termination of this Agreement for any reason (except for material breach of the License Rights), the Investment Manager shall within 30 days (i) cease and cause the Fund to cease all use of the Subadviser Name, including use of the term “AQR” in the legal name of the CTIVPSM – AQR Managed Futures Strategy Fund, and (ii) take all necessary action to cause the Fund’s Prospectus, SAI, marketing materials and any other relevant documentation to be amended to accomplish a change of name to remove the term “AQR” from it and to reflect that the Subadviser no longer serves as subadviser to the Fund. In the event of a termination of this Agreement due to a material breach of the License Rights, Investment Manager shall cease use of the Subadviser Name as soon as possible rather than within 30 days of termination.