Common use of Use of Names Clause in Contracts

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Portfolio. The Adviser shall not use the name Xxxxxxxxxxx and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation, each party shall cease to use the name of the other party upon the termination of this Agreement. The Adviser recognizes that from time to time trustees, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx 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 such other entities.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Endeavor Janus Growth Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, "Xxxxx" or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, Trust or the Adviser or any of their affiliates Manager in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Janus" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall immediately cease and cause the Portfolio to immediately cease all use of the name and xxxx "Xxxxx."

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Xxxxxxx Xxxxxxx International Stock Portfolio. The Adviser shall not use the name Xxxxxxxxxxx Xxxxxxx Xxxxxxx and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust Fund in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the TrustFund, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the TrustFund’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx Xxxxxxx Xxxxxxx 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 such other entities.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio Company being named the Xxxxxxxxxxx PanAgora Global Equity Diversified Risk Portfolio. , Ltd. The Adviser Company shall not use the name Xxxxxxxxxxx “PanAgora” and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders or other material relating to the Trust or the Company in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Trust or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserCompany; provided, however, that the Adviser hereby approves Company shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Company recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “PanAgora” or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entitiesentities and the other entities may include the name “PanAgora” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Trust to cease all use of the name and xxxx “PanAgora,” and (ii) take all necessary action to cause the Trust’s Registration Statement, the Charter Documents and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Adviser no longer serves as adviser to the Company.

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity PortfolioClearBridge Aggressive Growth Portfolio II. The Adviser shall not use the name Xxxxxxxxxxx “ClearBridge” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “ClearBridge” 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 such other entities.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio Company being named the Xxxxxxxxxxx BlackRock Global Equity Tactical Strategies Portfolio. , Ltd. The Adviser Company shall not use the name Xxxxxxxxxxx “BlackRock” and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders or other material relating to the Trust or the Company in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Trust or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserCompany; provided, however, that the Adviser hereby approves Company shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Company recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “BlackRock” or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entitiesentities and the other entities may include the name “BlackRock” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Trust to cease all use of the name and xxxx “BlackRock,” and (ii) take all necessary action to cause the Trust’s Registration Statement, the Charter Documents and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Adviser no longer serves as adviser to the Company.

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "A.G. Edwards" and any of the other names xxx xxxxx xxxes of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose information xxxxrmation related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "A.G. Edwards" or any derivative or abbreviation derxxxxxxx xx xbbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and mark "A.G. Edwards."

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Schroders Global Equity Multi-Asset Portfolio. The Adviser shall not use the name Xxxxxxxxxxx Schroders and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx Schroders 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 such other entities.

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx AllianceBernstein Global Equity Dynamic Allocation Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “AllianceBernstein” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “AllianceBernstein” 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 such other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx “AllianceBernstein.”

Use of Names. The Subadviser Adviser hereby consents to the Portfolio Company being named the Xxxxxxxxxxx AQR Global Equity Risk Balanced Portfolio. , Ltd. The Adviser Company shall not use the name Xxxxxxxxxxx “AQR” and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders or other material relating to the Trust or the Company in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Trust or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserCompany; provided, however, that the Adviser hereby approves Company shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Company recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “AQR” or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entitiesentities 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 Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Trust to cease all use of the name and xxxx “AQR,” and (ii) take all necessary action to cause the Trust’s Registration Statement, the Charter Documents and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Adviser no longer serves as adviser to the Company.

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Portfolio. The Adviser shall not use the name Xxxxxxxxxxx and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or name, logo, trade or service xxxx thereof, or disclose information related to the business derivative of the Subadviser foregoing of the Sub-Adviser or any of its the Sub-Adviser’s affiliates in any prospectus, sales literature or other material materials whether or not relating to the Trust in any manner not approved prior thereto by the SubadviserSub-Adviser; provided, however, that the Subadviser hereby approves Sub-Adviser shall approve all uses of its or its affiliate’s name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and, provided further, that in no event shall such approval be unreasonably withheld. The Subadviser Sub-Adviser shall not use the name of the Trust, the Fund or the Adviser or any of their affiliates in any material materials relating to the Subadviser Sub-Adviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its and the Fund’s or the Trust’s name, and to the extent the Adviser’s approval is not prohibited by pre-existing agreement with the Predecessor Fund or the Predecessor Adviser, the Predecessor Fund’s name and the Predecessor Adviser’ name, which (1) merely refer in accurate terms to the appointment of the Subadviser hereunder Sub-Adviser hereunder, including placing the Trust’s, the Fund’s or which the Adviser’s name, or the Predecessor Fund’s name or the Predecessor Adviser’s name, on the Sub-Adviser’s list of representative clients; (2) are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation, each party shall cease to use the name ; or (3) appear in biographical descriptions or Composite Performance Materials of the other party upon the termination of this Agreement. The Sub-Adviser recognizes that from time to time trustees, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx or any derivative or abbreviation thereof as part of their name, and that the Subadviser or its affiliates may enter into investment advisoryprincipals; and, administration or other agreements with provided further, that in no event shall such other entitiesapproval be unreasonably withheld.

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Brighthouse/Xxxxx Xxxxx Floating Rate Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “Xxxxx Xxxxx” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Xxxxx Xxxxx” 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 such other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx “Xxxxx Xxxxx.”

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity MFS Research International Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx and any of the other names of the Subadviser "Massachusetts Financial Services Company," "MFS Investment Management" or its affiliated companies and "MFS" or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation, each party shall cease to use the name of the other party upon the termination of this Agreement. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "MFS" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall as soon as practicable but within 30 days thereafter cease and cause the Portfolio to cease all use of the name and xxxx "MFS."

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity AB International Bond Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “AllianceBernstein” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “AllianceBernstein” 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 such other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days cause the Portfolio and the Trust to cease all use of the name and xxxx “AllianceBernstein.”

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity PIMCO Total Return Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "PIMCO" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "PIMCO" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "PIMCO."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity MFS Mid Cap Growth Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx and any of the other names of the Subadviser "Massachusetts Financial Services Company," "MFS Investment Management" or its affiliated companies and "MFS" or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation, each party shall cease to use the name of the other party upon the termination of this Agreement. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "MFS" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall as soon as practicable but within 30 days thereafter cease and cause the Portfolio to cease all use of the name and xxxx "MFS."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Xxxx Xxxxx Value Equity Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Xxxx Xxxxx" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Xxxx Xxxxx" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "Xxxx Xxxxx."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity PIMCO Innovation Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "PIMCO" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "PIMCO" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "PIMCO."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Janus Aggressive Growth Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Janus" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Janus" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall forthwith but in no event within more than 30 days thereafter cease and cause the Portfolio to cease all use of the name and xxxx "Xxxxx."

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx PanAgora Global Equity PortfolioDiversified Risk Portfolio . The Adviser shall not use the name Xxxxxxxxxxx “PanAgora” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders, or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “PanAgora” 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 such other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days (i) cease and cause the Portfolio and the Trust to cease all use of the name and xxxx “PanAgora,” and (ii) take all necessary action to cause the Trust’s Registration Statement 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 Portfolio.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity PIMCO Money Market Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "PIMCO" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "PIMCO" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "PIMCO."

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Schroders Global Equity Multi-Asset Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “Schroders” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx Schroders 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 such other entities.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Met/AIM Mid Cap Equity Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "AIM" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereofthereof (the "AIM Names"), or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "AIM" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall promptly cease and cause the Portfolio to cease all use of the AIM Names.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named ------------ the Xxxxxxxxxxx Global Equity Lord Xxxxxx Growth and Income Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Lord Xxxxxx" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Lord Xxxxxx" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "Lord Xxxxxx."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Xxxxxx Oakmark International Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Xxxxxx Oakmark" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser except for information which is otherwise publicly available; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager except for information which is otherwise publicly available; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Xxxxxx Oakmark" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "Xxxxxx Oakmark".

Use of Names. The Subadviser hereby consents to the Portfolio being ------------ named the Xxxxxxxxxxx Global Equity Xxxxxxx Xxxxxxx International Stock Portfolio. The Adviser shall not use the name Xxxxxxxxxxx Xxxxxxx Xxxxxxx and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust Fund in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the TrustFund, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s Fund's name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx Xxxxxxx Xxxxxxx 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 such other entities.

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Met/Xxxxx Xxxxx Floating Rate Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “Xxxxx Xxxxx” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Xxxxx Xxxxx” 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 such other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx “Xxxxx Xxxxx.”

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity PortfolioLegg Mason Partners Managed Xxxexx Xxrtfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "CAM NA" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose information ixxxxmation related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "CAM NA" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and mark "CAM NA."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named ------------ the Xxxxxxxxxxx Global Equity PIMCO Real Return Asset Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "PIMCO" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "PIMCO" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "PIMCO."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named ------------ the Xxxxxxxxxxx Global Equity BlackRock High Yield Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "BlackRock" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "BlackRock" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "BlackRock."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Janus Capital Appreciation Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Janus" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose information ixxxxmation related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Janus" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and mark "Janus."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Clarion Global Equity Real Estate Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Clarion" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Clarion" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "Clarion."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio Company being named the Xxxxxxxxxxx PanAgora Global Equity Portfolio. Diversified Risk Portfolio II, Ltd. The Adviser Company shall not use the name Xxxxxxxxxxx “PanAgora” and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders or other material relating to the Trust or the Company in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Trust or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserCompany; provided, however, that the Adviser hereby approves Company shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Company recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “PanAgora” or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entitiesentities and the other entities may include the name “PanAgora” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Trust to cease all use of the name and xxxx “PanAgora,” and (ii) take all necessary action to cause the Trust’s Registration Statement, the Charter Documents and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Adviser no longer serves as adviser to the Company.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity X. Xxxx Price Mid-Cap Growth Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx X. Xxxx Price and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser except for information which is otherwise publicly available; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager except for information which is otherwise publicly available; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “X. Xxxx Price” or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx “X. Xxxx Price”.

Use of Names. The Subadviser hereby consents Trust, Adviser and Sub-Adviser acknowledge that all rights to the Portfolio being named name "LoCorr" belong to the Xxxxxxxxxxx Global Equity Portfolio. The Adviser shall not use and all rights to the name Xxxxxxxxxxx and any “[____________]” belong to the Sub-Adviser. In the event the Adviser ceases to be the adviser or the Sub-Adviser ceases to be the Sub-Adviser, the Trust's right to the use of the other names of name "LoCorr" or “[___________]”, respectively, shall automatically cease on the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation, each party shall cease to use the name of the other party upon 90th day following the termination of this Agreement. The right to the name may also be withdrawn by the Adviser recognizes that from time to time trustees, officers and employees or Sub-Adviser during the term of the Subadviser Management Agreement upon 90 days' written notice, respectively, by the Adviser or by the Sub-Adviser to the Trust. Nothing contained herein shall impair or diminish in any respect the Adviser's right to use the name "LoCorr" or the Sub-Adviser’s right to use the name “[____________]” in the name of, or in connection with, any other business enterprises with which, respectively, the Adviser or Sub-Adviser or may serve as directorsbecome associated. There is no charge to the Trust for the right to use either of these names. The Adviser agrees to submit copies of all proposed prospectuses, trusteesproxy statements, partnersreports to shareholders, officers and employees of other corporationssales literature, business trusts, partnerships or other entities material prepared for distribution to interest holders of the Funds or the public that refer in any way to the Sub-Adviser (including other investment companiesthan identifying the Sub-Adviser as Sub-Adviser to the Funds) to the Sub-Adviser at its principal office for review prior to use, and that the Sub-Adviser agrees to review such other entities may include materials by a reasonable and appropriate deadline. Neither the name Xxxxxxxxxxx Adviser, nor the Funds nor any affiliate of the foregoing will use the registered trademarks, service marks, logos, names or any derivative other proprietary designations of Sub-Adviser, its subsidiaries and/or affiliates (collectively, “Sub-Adviser Marks”) in any advertising or abbreviation thereof as part promotional materials without Sub-Adviser’s prior written approval, which will not be unreasonably withheld. In the event of their nametermination of this Agreement, and the Adviser will continue to furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer in any way to the Subadviser or its affiliates may enter into investment advisory, administration or other agreements with such other entitiesSub-Adviser. The provisions of this paragraph shall survive the termination of this Agreement.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity "Montgomery Select 50 Portfolio. ." The Adviser shall Manaxxx xxxxx not use the name Xxxxxxxxxxx and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and, provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, Trust or the Adviser or any of their affiliates Manager in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx or any derivative or abbreviation thereof "Montgomery" as part of their name, and that the Subadviser thax xxx Xxxxser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. If the Adviser ceases to act as the Portfolio's investment adviser pursuant to this Agreement, the Manager agrees that, at the Adviser's request, it will cause the Trust to take all necessary action to change the name of the Portfolio to a name not including "Montgomery" in any form or combination of xxxxx.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named ____________ the Xxxxxxxxxxx Global Equity Janus Capital Appreciation Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Janus" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Janus" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "Xxxxx."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Met/AIM Capital Appreciation Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "AIM" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "AIM" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "AIM."

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Brighthouse Small Cap Value Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “Allspring Global Investments, LLC” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders, or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Allspring Global Investments, LLC” 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 such other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days (i) cease and cause the Portfolio and the Trust to cease all use of the name and xxxx “Allspring Global Investments, LLC,” and (ii) take all necessary action to cause the Trust’s Registration Statement 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 Portfolio.

Use of Names. The Subadviser Sub-Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity PortfolioJanus Growth II. The Investment Adviser shall not use the name Xxxxxxxxxxx and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, "Xxxxx" or disclose information related to the business of the Subadviser Sub-Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust Fund in any manner not approved prior thereto by the SubadviserSub-Adviser; provided, however, that the Subadviser hereby approves Sub-Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Sub-Adviser shall not use the name of the Trust, Fund or the Investment Adviser or any of their affiliates in any material relating to the Subadviser Sub-Adviser in any manner not approved prior thereto by the Investment Adviser; provided, however, that the Investment Adviser hereby approves shall approve all uses of its or the Trust’s Fund's name which merely refer in accurate terms to the appointment of the Subadviser Sub-Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Investment Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Sub-Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Janus" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Sub-Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Investment Adviser shall immediately cease and cause the Portfolio to immediately cease all use of the name and xxxx "Xxxxx."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Jennison Growth Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx and any of the other names of the Subadviser usx xxx xxme or its affiliated companies and any derivative or logo or trade or service xxxx thereof, mark "Jennison" or disclose information related to txx xusxxxxx xx the business of the Subadviser Adviser or any of its their affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, Trust or the Adviser or any of their affiliates Manager in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Jennison" or any derivative or abbreviation thereof as part xx xxxx of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall immediately cease and cause the Portfolio to immediately cease all use of the name and mark "Jennison."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named ____________ the Xxxxxxxxxxx Global Equity Lazard Mid Cap Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Lazard" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Lazard" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "Lazard."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Third Avenue Small Cap Value Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Third Avenue" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Third Avenue" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "Third Avenue."

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Xxxxx Capital Management Mid Cap Value Portfolio. The Adviser shall not use the name Xxxxxxxxxxx and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders, or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Xxxxx Capital Management, Incorporated” 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 such other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days (i) cease and cause the Portfolio and the Trust to cease all use of the name and xxxx “Xxxxx Capital Management” and (ii) take all necessary action to cause the Trust’s Registration Statement 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 Portfolio.

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx PanAgora Global Equity Diversified Risk Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “PanAgora” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “PanAgora” 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 such other entities.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named ------------ the Xxxxxxxxxxx Global Equity Xxxxxxx Xxxxx Mid-Cap Value Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Xxxxxxx Sachs" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name (provided that the name is fairly and accurately presented) and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation, each party shall cease to use commission provided that the name of the other party upon the termination of this Agreementis fairly and accurately presented; and, provided, further, that in no event shall such approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Xxxxxxx Sachs" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "Xxxxxxx Xxxxx."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Firstar Equity Income Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Firstar" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Firstar" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "Firstar."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx RCM Global Equity Technology Portfolio. The Adviser Manager shall not otherwise use the name Xxxxxxxxxxx "RCM" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose disclxxx information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "RCM" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and mark "RCM."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named ____________ the Xxxxxxxxxxx Global Equity Batterymarch Mid-Cap Stock Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Batterymarch" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Batterymarch" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "Batterymarch."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Rainier Large Cap Equity Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Rainier" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose information xxxxrmation related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Rainier" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. The parties acknowledge and agree that the names "Rainier" and "Rainier Investment Management, Inc." and any derivative or logo or trace or service mark thereof are the valuaxxx property of the Adviser. Nothing herein shall be construed to grant rights to the Manager or the Trust except as specifically set forth above. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and mark "Rainier."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Xxxx Xxxxx Aggressive Growth Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "CAM NA" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "CAM NA" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "CAM NA."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Lord Xxxxxx Growth Opportunities Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Lord Xxxxxx" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Lord Xxxxxx" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "Lord Xxxxxx."

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Western Asset Management Government Income Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “Western Asset Management Company, LLC” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves all shall approve the uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or SEC, a state securities commission. To the extent not required by applicable law and regulationcommission or any other regulatory body to which it is subject; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trustees, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Western Asset Management Company, LLC” 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 such other entities.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named ------------ the Xxxxxxxxxxx Global Rainier Large Cap Equity Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Rainier" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Rainier" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. The parties acknowledge and agree that the names "Rainier" and "Rainier Investment Management, Inc." and any derivative or logo or trace or service xxxx thereof are the valuable property of the Adviser. Nothing herein shall be construed to grant rights to the Manager or the Trust except as specifically set forth above. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "Rainier."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Batterymarch Growth and Income Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Batterymarch Financial Management" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose information related to the business of the Subadviser Xxxiser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Batterymarch Financial Management" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and mark "Batterymarch."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named ------------ the Xxxxxxxxxxx RCM Global Equity Technology Portfolio. The Adviser Manager shall not otherwise use the name Xxxxxxxxxxx "RCM" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "RCM" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "RCM."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio Company being named the Xxxxxxxxxxx Allianz Global Equity Investors Dynamic Multi-Asset Plus Portfolio. , Ltd. The Adviser Company shall not use the name Xxxxxxxxxxx “Allianz Global Investors” and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders or other material relating to the Trust or the Company in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Trust or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserCompany; provided, however, that the Adviser hereby approves Company shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Company recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Allianz Global Investors” or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entitiesentities and the other entities may include the name “Allianz Global Investors” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Trust to cease all use of the name and xxxx “Allianz Global Investors,” and (ii) take all necessary action to cause the Trust’s Registration Statement, the Charter Documents and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Adviser no longer serves as adviser to the Company.

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Invesco Xxxxxxxx Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “Invesco” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereofthereof (the “Invesco Names”), or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Invesco” 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 such other entities. Upon termination of this Agreement for any reason, the Adviser shall promptly cease and cause the Portfolio to cease all use of the Invesco Names.

Use of Names. The Subadviser Adviser hereby consents authorizes the Manager to use the following branded name - "Van Kampen" - in the Portfoxxx'x Xxxxpectus and Statement of Additional Information, as well as in any advertisement or sales literature used by the Manager or its agents to promote the Portfolio and/or to provide information to shareholders of the Portfolio ("Portfolio Material"), for so long as the Adviser is an investment adviser to the Portfolio. The Manager agrees not to use the name "Van Kampen" or "Morgan Stanxxx" xx xxy Portxxxxx Mxxxxxxx unless permitted and approved by the Adviser; provided, however, that the Manager may use such name where (i) in a written opinion of counsel to the Manager or the Portfolio, or as directed by the SEC, such use is necessary to make the disclosures contained in the Portfolio being named Material not misleading and (ii) the Xxxxxxxxxxx Global Equity PortfolioManager provides the Adviser with prompt notice of the required disclosure. It is understood that the names "Morgan Stanley" and "Van Kaxxxx" axx xxx derivatxxx xxxxxxf or logos associated with such names (collectively, the "MS Names"), are the valuable property of the Adviser and its affiliates and that the Manager and/or the Portfolio shall only have the right to use the MS Names in Portfolio Materials subject to the constraints set forth in this paragraph and with the prior approval of the Adviser. Upon termination of this Agreement, the Manager and the Portfolio shall, as soon as is reasonably possible, cease to use the MS Names. The Adviser shall not use the name Xxxxxxxxxxx and any of the other names of Trust, the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Manager or any of its their affiliates in any prospectus, sales literature or other material relating to the Trust Adviser in any manner not approved prior thereto by the SubadviserManager; provided, however, that the Subadviser hereby approves Manager shall approve all uses of its or the Trust's name which merely refer in accurate terms to its the appointment of the Adviser hereunder or which are required by the SEC or a state securities commission. The Subadviser shall not use the name of the Trust; and, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, howeverfurther, that the Adviser hereby approves all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation, each party no event shall cease to use the name of the other party upon the termination of this Agreement. The Adviser recognizes that from time to time trustees, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx 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 such other entitiesapproval be unreasonably withheld.

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Brighthouse Small Cap Value Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “Delaware Investments” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders, or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Delaware Investments” 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 such other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days (i) cease and cause the Portfolio and the Trust to cease all use of the name and xxxx “Delaware Investments,” and (ii) take all necessary action to cause the Trust’s Registration Statement 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 Portfolio.

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Portfolio. The Adviser Neither Party shall not mention or otherwise use the name, insignia, symbol, trademark, trade name Xxxxxxxxxxx and any or logotype of the other names Party (or any abbreviation or adaptation thereof) in any publication, press release, promotional material or other form of publicity without the prior written approval of such other Party in each instance. The restrictions imposed by this Section 8.5 shall not prohibit either Party from making any disclosure identifying the other Party that is required by Applicable Law or requested by any Regulatory Authority or prevent Edge from identifying Oakwood as the Manufacturer of Product supplied hereunder. [**] Material omitted and separately filed with the Commission under a request for confidential treatment. 21 8.6 Press Releases and Other Public Announcements. Except as expressly provided in Section 8.3, neither Party shall make a press release or other public announcement regarding this Agreement, the terms hereof or the transactions contemplated hereby without the prior written approval of the Subadviser other Party, except for any such press release or its affiliated companies and any derivative other public announcement that is required by Applicable Law or logo or trade or service xxxx thereof, or disclose information related to the business rules of a stock exchange on which the securities of the Subadviser Party making such press release or announcement are listed (or to which an application for listing has been submitted), in which case such Party shall provide the other Party with the proposed text of any such press release or public announcement for review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) as early as possible, but in no event less than three (3) Business Days in advance of its affiliates in any prospectusthe publication, sales literature communication or other material relating to the Trust in any manner not approved prior thereto by the Subadviserdissemination thereof; provided, however, that such other Party shall be deemed to have approved any such press release or public announcement if it fails to notify the Subadviser hereby approves proposing Party in writing of any objections to such press release or public announcement within two (2) Business Days of receipt by such other Party of the text of such press release or public announcement. 8.7 Return or Destruction of Confidential Information. Within ninety (90) days after the earliest of (a) the expiration of the Term, (b) the termination of this Agreement and (c) the earlier written request of the Disclosing Party, the Receiving Party shall, at the Disclosing Party’s discretion, promptly destroy or return to the Disclosing Party all uses documentary, electronic or other tangible embodiments of its name the Confidential Information of the Disclosing Party to which merely refer the Receiving Party does not retain rights hereunder and any and all copies thereof, and destroy those portions of any documents that incorporate or are derived from the Confidential Information of the Disclosing Party to which the Receiving Party does not retain rights hereunder, and provide a written certification of such destruction, except that the Receiving Party may retain one (1) copy thereof, to the extent that the Receiving Party requires such Confidential Information for the purpose of performing any obligations or exercising any rights under this Agreement that may survive such expiration or termination, for archival purposes, in accurate terms to its appointment hereunder connection with any filing, application or which are request for Regulatory Approval or the maintenance of any Regulatory Approval or as otherwise required by the SEC or a state securities commission. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the AdviserApplicable Law; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information. Notwithstanding the Adviser hereby approves all uses foregoing, the Receiving Party also shall be permitted to retain such additional copies of, or any computer records or files containing, the Confidential Information of its or the TrustDisclosing Party that have been created solely by the Receiving Party’s name which merely refer in accurate terms automatic electronic archiving and back-up procedures, to the appointment of extent created and retained in a manner consistent with the Subadviser hereunder Receiving Party’s standard archiving and back-up procedures, but not for any other use or which are required by purpose. [**] Material omitted and separately filed with the SEC or Commission under a state securities commissionrequest for confidential treatment. To the extent not required by applicable law and regulation, each party shall cease to use the name of the other party upon the termination of this Agreement. The Adviser recognizes that from time to time trustees, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx 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 such other entities.22

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity PIMCO Inflation Protected Bond Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx “PIMCO” and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “PIMCO” or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx “PIMCO.”

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Pioneer Mid-Cap Value Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Pioneer" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Pioneer" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "Pioneer."

Use of Names. The Subadviser Embraer hereby consents agrees, on behalf of itself and its controlled Affiliates, that upon the Closing, (a) the Company and the Brazilian Subsidiary shall, as between the Parties and their respective controlled Affiliates, exclusively own and have the sole right to use as source identifiers the Trademarks “EVE,” “EVEX,” and all other Trademarks included in the UAM Business Owned IP, in each case, in word and logo form, and all other Trademarks included in the UAM Business Owned IP, including any and all variations, derivations, translations of the foregoing, any Trademarks to the Portfolio being named extent containing or comprising the Xxxxxxxxxxx Global Equity Portfolio. The Adviser shall not use the name Xxxxxxxxxxx foregoing, and any Trademarks confusingly similar to any of the other names foregoing (collectively, the “Company Marks”) and (b) except as expressly set forth in any Ancillary Agreement or as otherwise contributed to the Company pursuant to the Contribution Agreement, Embraer shall (and shall cause each of its controlled Affiliates to) cease all use of the Subadviser Company Marks as source identifiers as promptly as practicable following the Closing (but in any event, no later than thirty (30) days following the Closing Date). Without limiting the foregoing, Embraer shall affirmatively abandon (and cease use of) all trademark registrations set forth on Schedules B to the Contribution Agreement. Zanite hereby agrees, on behalf of itself and its controlled Affiliates, that Embraer and its Subsidiaries, as between the Parties and their respective Affiliates, exclusively own the Trademark “EMBRAER” and “EMBRAERX,” in each case, in word and logo form, and all other Trademarks of Embraer and its Subsidiaries that are not included in the UAM Business Owned IP, including any and all variations, derivations, translations of the foregoing, any Trademarks to the extent containing or comprising the foregoing (collectively, the “Embraer Marks”). Zanite shall (and shall cause each of its affiliated companies controlled Affiliates, including the Company and the Brazilian Subsidiary, to) cease all use of the Embraer Marks as source identifiers as promptly as practicable following the Closing (but in any derivative or logo or trade or service xxxx thereofevent, no later than thirty (30) days following the Closing Date). If the Company wishes to use the Trademarks “EMBRAER” and “EMBRAERX” in connection with the marketing, promotion, or disclose information related advertising of eVTOL or the UAM Business, then the Company shall send to Embraer the Company’s proposed use of such Trademarks for Embraer’s prior written approval (and the Company shall not make such use of such Trademarks without such prior written approval of Embraer). Notwithstanding the foregoing, the Parties acknowledge and agree that this Section 5.6 shall not prevent Embraer, the Company or their respective controlled Affiliates, from using or referencing the Company Marks or the Embraer Marks, as and to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and Law or applicable stock exchange regulation, each party shall cease including any documents required to use be filed by any Party with the name of SEC, the other party upon Brazilian Securities Commission (Comissão de Valores Mobiliários) or any applicable stock exchange, or to, in a customary and non-trademark manner, factually describe the termination Transactions and any relationships between the Parties or their respective Affiliates. For the purposes of this Agreement. The Adviser recognizes that Section 5.6, Zanite, the Company and their respective Subsidiaries shall not be deemed Affiliates of Embraer from time to time trustees, officers and employees of after the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx 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 such other entitiesClosing.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Firstar Balanced Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Firstar" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Firstar" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "Firstar."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Xxxxxxxxx Xxxxxx Real Estate Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Xxxxxxxxx Xxxxxx" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Xxxxxxxxx Xxxxxx" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "Xxxxxxxxx Xxxxxx."

Use of Names. The For so long as this Agreement is in effect and for no more than 30 days following termination of the Agreement, the Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Victory Sycamore Mid Cap Value Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “Victory Capital Management Inc.,” “Sycamore Capital” and any of the other names of the Subadviser or its affiliated companies and any derivative or abbreviation thereof or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectusRegistration Statement, sales literature or other material relating to the Trust Tmst in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves all shall approve the uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or SEC, a state securities commission. To the extent not required by applicable law and regulationcommission or any other regulatory body to which it is subject; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trustees, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Victory Capital Management Inc.,” “Sycamore Capital” 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 such other entities.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named ____________ the Xxxxxxxxxxx Global Equity Mercury Large-Cap Core Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx and names "Mercury", "Xxxxxxx Xxxxx" or any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Mercury" or "Xxxxxxx Xxxxx" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "Mercury" or "Xxxxxxx Xxxxx."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity MFS Research International Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx and any of the other names of the Subadviser “Massachusetts Financial Services Company,” “MFS Investment Management” or its affiliated companies and “MFS” or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation, each party shall cease to use the name of the other party upon the termination of this Agreement. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “MFS” or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall as soon as practicable but within 30 days thereafter cease and cause the Portfolio to cease all use of the name and xxxx “MFS.”

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Capital Guardian Global Equity Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, "Capital Guardian Trust Company" or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, Trust or the Adviser or any of their affiliates Manager in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Capital Guardian Trust Company" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall immediately cease and cause the Portfolio to immediately cease all use of the name and xxxx "Capital Guardian Trust Company."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity X.X. Xxxxxx Quality Bond Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "X.X. Xxxxxx" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "X.X. Xxxxxx" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "X.X. Xxxxxx."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity State Street Research Concentrated International Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "State Street Research" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose information xxxormation related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser except for information which is otherwise publicly available; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager except for information which is otherwise publicly available; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "State Street Research" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and mark "State Street Research."

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Brighthouse Small Cap Value Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “Xxxxx Capital Management Incorporated” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders, or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Xxxxx Capital Management Incorporated” 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 such other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days (i) cease and cause the Portfolio and the Trust to cease all use of the name and xxxx “Xxxxx Capital Management Incorporated,” and (ii) take all necessary action to cause the Trust’s Registration Statement 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 Portfolio.

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “AQR” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “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 such other entitiesentities 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 Adviser shall (at its own expense) within 30 days (i) cease and cause the Portfolio and the Trust to cease all use of the name and xxxx “AQR,” and (ii) take all necessary action to cause the Trust’s Registration Statement 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 Portfolio.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Xxxxxxxx Growth Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, "Xxxxxxxx" or disclose information related to the business of the Subadviser Adviser or any of its their affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, Trust or the Adviser or any of their affiliates Manager in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Xxxxxxxx" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall immediately cease and cause the Portfolio to immediately cease all use of the name and xxxx "Xxxxxxxx."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Xxxxxx Xxxxxx Global Equity Markets Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx “Xxxxxx Xxxxxx” and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Xxxxxx Xxxxxx” or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx “Xxxxxx Xxxxxx.”

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named ------------ the Xxxxxxxxxxx Global Equity Batterymarch Growth and Income Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Batterymarch" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Batterymarch" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "Batterymarch."

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Met/Xxxxxx Research Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Xxxxxx" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Xxxxxx" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "Xxxxxx."

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Xxxxxx Xxxxxx Growth Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “Xxxxxx Xxxxxx” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Xxxxxx Xxxxxx” 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 such other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days cause the Portfolio and the Trust to cease all use of the name and xxxx “Xxxxxx Xxxxxx.”

Use of Names. The Subadviser Adviser hereby consents authorizes the Manager to use the ------------ following branded name - "Xxx Xxxxxx" - in the Portfolio's Prospectus and Statement of Additional Information, as well as in any advertisement or sales literature used by the Manager or its agents to promote the Portfolio and/or to provide information to shareholders of the Portfolio ("Portfolio Material"), for so long as the Adviser is an investment adviser to the Portfolio. The Manager agrees not to use the name "Xxx Xxxxxx" or "Xxxxxx Xxxxxxx" in any Portfolio being named Material unless permitted and approved by the Xxxxxxxxxxx Global Equity Adviser; provided, however, that the Manager may use such name where (i) in a written opinion of counsel to the Manager or the Portfolio, or as directed by the SEC, such use is necessary to make the disclosures contained in the Portfolio Material not misleading and (ii) the Manager provides the Adviser with prompt notice of the required disclosure. It is understood that the names "Xxxxxx Xxxxxxx" and "Xxx Xxxxxx" and any derivative thereof or logos associated with such names (collectively, the "MS Names"), are the valuable property of the Adviser and its affiliates and that the Manager and/or the Portfolio shall only have the right to use the MS Names in Portfolio Materials subject to the constraints set forth in this paragraph and with the prior approval of the Adviser. Upon termination of this Agreement, the Manager and the Portfolio shall, as soon as is reasonably possible, cease to use the MS Names. The Adviser shall not use the name Xxxxxxxxxxx and any of the other names of Trust, the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Manager or any of its their affiliates in any prospectus, sales literature or other material relating to the Trust Adviser in any manner not approved prior thereto by the SubadviserManager; provided, however, that the Subadviser hereby approves Manager shall approve all uses of its or the Trust's name which merely refer in accurate terms to its the appointment of the Adviser hereunder or which are required by the SEC or a state securities commission. The Subadviser shall not use the name of the Trust; and, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, howeverfurther, that the Adviser hereby approves all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation, each party no event shall cease to use the name of the other party upon the termination of this Agreement. The Adviser recognizes that from time to time trustees, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx 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 such other entitiesapproval be unreasonably withheld.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Pioneer Strategic Income Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Pioneer" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Pioneer" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "Pioneer."

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity MetLife Multi-Index Targeted Risk Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “MetLife Investment Management, LLC” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves all shall approve the uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or SEC, a state securities commission. To the extent not required by applicable law and regulationcommission or any other regulatory body to which it is subject; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trustees, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “MetLife Investment Management, LLC” 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 such other entities.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Invesco Small Cap Growth Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx “Invesco” and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereofthereof (the “Invesco Names”), or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Invesco” or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall promptly cease and cause the Portfolio to cease all use of the Invesco Names.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity PIMCO Total Return Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx “PIMCO” and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “PIMCO” or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx “PIMCO.”

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Xxxxxx Oakmark International Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx “Xxxxxx Oakmark” and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser except for information which is otherwise publicly available; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager except for information which is otherwise publicly available; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Xxxxxx Oakmark” or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx “Xxxxxx Oakmark”.

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Portfolio. The Adviser Neither party shall not use the name, trademark or trade name Xxxxxxxxxxx and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser party or any of its affiliates or refer to the existence of this Agreement in any prospectusadvertising, sales literature promotional or other material relating material, whether in written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior written approval of the non-disclosing party. Notwithstanding the foregoing, you agree that for so long as the Fund remains in existence and you serve as subadviser to the Trust Fund, the Adviser shall be permitted to reproduce, distribute, publicly display or otherwise use your name, including any short form thereof, logo or other identifying mark, and trade name (collectively, the “IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 15. The Adviser will be permitted to use the IP in any manner not approved Materials solely for the purpose of identifying you as the subadviser to the Fund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, without your prior thereto by approval. With respect to all other Materials, the SubadviserAdviser’s use of the IP will be subject to your prior review and approval of a sample of such Materials, and you agree to use reasonable efforts to review such samples of Materials within five business days of their receipt; provided, however, that the Subadviser hereby approves all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission. The Subadviser shall not use the name of the Trustthat, the Adviser will endeavor to provide you with as Xxxxxxxx Investment Management North America Inc. EMBARK CAYMAN FUND V LTD JANUARY 17, 2024 much time as reasonably possible for the review of such samples of Materials. Following your review and approval of a sample of any Materials containing the IP, the Adviser will thereafter be permitted to modify such Materials (and use such modified Materials), without your approval, including, without limitation, in order to update statistical data or identifying information regarding any new or existing series or subadviser of the Harbor funds, provided that the modifications do not materially change the character or substance of the Materials. Notwithstanding anything to the contrary herein, the Adviser agrees that it will provide copies of any Materials containing the IP for review by you, from time to time, upon your reasonable request. The Adviser agrees that it will not edit, excerpt or modify the IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the IP or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation, each party shall cease to use the name of the other party upon the termination of this Agreementgoodwill associated therewith. The Adviser recognizes further agrees that from time it will be responsible for ensuring that all Materials containing the IP which are used to time trusteesmarket the Fund to current and prospective investors will comply with applicable laws, officers rules and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx 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 such other entitiesregulations.

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Gallatin" or "A.G. ____________ Xxxxxxx" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "X.X. Xxxxxxx," "Gallatin" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "X.X. Xxxxxxx" or "Gallatin".

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Clarion Global Equity Real Estate Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx “Clarion” and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Clarion” or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx “Clarion.”

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Xxx Xxxxxx Xxxxxxxx Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “Xxx Xxxxxx” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereofthereof (the “Invesco Names”), or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Xxx Xxxxxx” 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 such other entities. Upon termination of this Agreement for any reason, the Adviser shall promptly cease and cause the Portfolio to cease all use of the Invesco Names.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Xxxxxxx Xxxxx Mid-Cap Value Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Xxxxxxx Sachs" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name (provided that the name is fairly and accurately presented) and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation, each party shall cease to use commission provided that the name of the other party upon the termination of this Agreementis fairly and accurately presented; and, provided, further, that in no event shall such approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Xxxxxxx Sachs" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "Xxxxxxx Xxxxx."

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Portfolio. The Adviser Neither party shall not use the name, trademark or trade name Xxxxxxxxxxx and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser party or any of its affiliates or refer to the existence of this Agreement in any prospectusadvertising, sales literature promotional or other material relating material, whether in written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior written approval of the non-disclosing party. Notwithstanding the foregoing, you agree that for so long as the Fund remains in existence and you serve as a subadviser to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission. The Subadviser shall not use the name of the TrustFund, the Adviser shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use your name, including any short form thereof, logo or other identifying mark, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for Harbor Funds II (collectively, “Materials”), subject to the terms of this paragraph 13. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as a non-discretionary subadviser to the Fund or including you in a listing of entities that serve as subadvisers to the series of Harbor Funds II, without your prior approval. With respect to all other Materials, the Adviser’s use of the Licensed IP will be subject to your prior review and approval of a sample of such Materials, and you agree to use reasonable efforts XXXXXXXX INVESTMENT MANAGEMENT LLC JANUARY 17, 2024 to review such samples of Materials within five business days of their receipt. Following your review and approval of a sample of any Materials containing the Licensed IP, the Adviser will thereafter be permitted to modify such Materials (and use such modified Materials), without your approval, including, without limitation, in order to update statistical data or identifying information regarding any new or existing series or subadviser of Harbor Funds II, provided that the modifications do not materially change the character or substance of the Materials. Notwithstanding anything to the contrary herein, the Adviser agrees that it will provide copies of any Materials containing the Licensed IP for review by you, from time to time, upon your reasonable request. The Adviser agrees that it will not edit, excerpt or modify the Licensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Licensed IP or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation, each party shall cease to use the name of the other party upon the termination of this Agreementgoodwill associated therewith. The Adviser recognizes further agrees that from time it will be responsible for ensuring that all Materials containing the Licensed IP which are used to time trusteesmarket the Fund to current and prospective investors will comply with applicable laws, officers rules and employees regulations. [Signatures appear on the following page] XXXXXXXX INVESTMENT MANAGEMENT LLC JANUARY 17, 2024 If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this Agreement and return one such counterpart to the Fund and the other such counterpart to the Adviser, whereupon this Agreement shall become a binding contract. HARBOR FUNDS IION BEHALF OF EMBARK SMALL CAP EQUITY FUND, SEVERALLY AND NOT JOINTLY By: /s/ Xxxxxxx X. XxXxxx Xxxxxxx X. XxXxxx, President HARBOR CAPITAL ADVISORS, INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, President The foregoing Agreement is hereby accepted as of the Subadviser may serve as directors, trustees, partners, officers date thereof. XXXXXXXX INVESTMENT MANAGEMENT LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: President and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx 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 such other entities.CEO

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named ------------ the Xxxxxxxxxxx Global Equity Xxxx Xxxxx Partners Managed Assets Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Batterymarch" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Batterymarch" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "Batterymarch."

Use of Names. The Subadviser hereby consents parties agree and acknowledge that the Sub-Advisor is the sole owner of the name and mxxx " Sxxxxxx Xxxxxxxx Asset Management Inc " and that all use of any designation comprised in whole or part of Salomon Brothers Asset Management Inc and use of any logos, trademarks, service marks or trade names (a "Sub-Advisor Mxxx") under this Agreement shall inure to the Portfolio being named benefit of the Xxxxxxxxxxx Global Equity PortfolioSub-Advisor. The Adviser shall not use by the name Xxxxxxxxxxx and any Trust on its own behalf or on behalf of the other names Fund of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates Sub-Advisor Mxxx in any prospectus, advertisement or sales literature or other material relating materials promoting the Fund shall be with the written consent of the Sub-Advisor. The Trust and WM Advisors shall not, without the consent of the Sub-Advisor, make representations regarding the Sub-Advisor intended to be disseminated to the Trust investing public in any manner disclosure document, advertisement or sales literature or other materials promoting the Fund. Such consent shall not approved prior thereto be required for any documents or other materials intended for use by the Subadviser; providedTrust's trustees and for internal use by the Trust and WM Advisors or its affiliates. WM Advisors agrees that it will review with the Sub-Advisor any advertisement, howeversales literature, or notice (collectively, "Sales Material") prepared by WM Advisors or any affiliate prior to its use that makes reference to the Sub-Advisor or its affiliates or any such name(s), derivatives, logos, trademarks, service marks or trade names, it being understood that the Subadviser hereby approves all uses Sub-Advisor 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. Notwithstanding the foregoing, Sub-Advisor shall be responsible for ensuring the adequacy and accuracy of information about Sub-Advisor provided to WM Advisors or its name which merely refer affiliates for use in accurate terms to Sales Material prepared by WM Advisors or its appointment hereunder or which are required affiliates. Consent by the SEC or a state securities commission. The Subadviser Sub-Advisor to such use of any Sub-Advisor Mxxx and any such representation shall not use the name of be unreasonably withheld and shall be deemed to be given if no written objection is received by the Trust, the Adviser Fund or WM Advisors within 5 business days after the request is made by the Trust, the Fund or WM Advisors for such use of any Sub-Advisor Mxxx or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commissionsuch representation. To the extent not required by applicable law and regulation, each party shall cease to use the name of the other party upon the Upon termination of this AgreementAgreement for any reason, the Trust and WM Advisors shall cease all use of any Sub-Advisor Mxxx(s) as soon as reasonably practicable. The Adviser recognizes that from time to time trustees, officers and employees If WM Advisors or the Fund makes an unauthorized use of the Subadviser may serve as directorsSub-Advisor's names, trusteesderivatives, partnerslogos, officers and employees of other corporationstrademarks, business trustsservice marks or trade names, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx or any derivative or abbreviation thereof as part of their name, and parties acknowledge that the Subadviser or its affiliates may enter into investment advisorySub-Advisor shall suffer irreparable hardship for which monetary damages are inadequate and thus, administration or other agreements with such other entitiesthe Sub-Advisor will be entitled to injunctive relief.

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Xxxxxxxx Large Cap Equity Portfolio. The Adviser shall not use the name Xxxxxxxxxxx “Xxxxxxxx Associates LLC” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves all shall approve the uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulationcommission to which it is subject; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser recognizes that from time to time trustees, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx “Xxxxxxxx Associates, LLC” 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 such other entities.

Use of Names. The Subadviser hereby consents to parties agree that the Portfolio being named names of both the Xxxxxxxxxxx Global Equity PortfolioAdviser and the Company and the names of any affiliates of the Adviser and the Company and any logo or trademark or service xxxx or trade name are the valuable property of the Adviser, the Company, and their affiliates, respectively. The Adviser Company shall not have the right to use the name Xxxxxxxxxxx and any of the other such name(s), logos, trademarks or service marks or trade names of the Subadviser Adviser or its affiliated companies and any derivative affiliates (the “Adviser Marks”) only with the prior written approval of the Adviser, which approval shall not be unreasonably withheld or logo or trade or service xxxx thereof, or disclose information related delayed so long as this Agreement is in effect. Any goodwill arising from the use by the Company of the Adviser Marks shall inure to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commissionAdviser. The Subadviser shall not use the name of the TrustSimilarly, the Adviser shall have the right to use such name(s), logos, trademarks or any service marks or trade names of their the Company or its affiliates (the “Company Marks”) only with the prior written approval of the Company, which approval shall not be unreasonably withheld or delayed so long as this Agreement is in any material relating effect. Any goodwill arising from the use by the Adviser of the Company Marks shall inure to the Subadviser Company. It is understood that certain materials used in any manner the ordinary course of business, such as prospectuses, financial reports, fund fact sheets and materials provided to the Directors, do not approved require such prior thereto by the Adviser; providedapproval. Upon termination of this Agreement, however, that the Adviser hereby approves all uses of its or and the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation, each party Company shall forthwith cease to use the name of the other party upon the termination of this Agreementparty’s name(s), logos, trademarks or service marks or trade names, as applicable. The Adviser recognizes and the Company agree that from time they will each review with the other parties any advertisement, sales literature, or notice prior to time trusteesits use that makes reference to the Adviser, officers and employees the Company, or their affiliates, as applicable, or any such name(s), logos, trademarks, service marks or trade names so that the Adviser, the Company or their affiliates may review the context in which they are referred to, it being agreed that each party shall have no responsibility to ensure the adequacy of the Subadviser may serve as directors, trustees, partners, officers and employees form or content of such materials used by the other corporations, business trusts, partnerships parties for purposes of the Act or other entities (including other investment companies) applicable laws and that such other entities may include regulations. If the name Xxxxxxxxxxx Adviser or the Company makes any derivative unauthorized use of another party’s names, logos, trademarks or abbreviation thereof as part of their nameservice marks or trade names, and the parties acknowledge that the Subadviser or its affiliates may enter into investment advisoryother parties shall suffer irreparable harm for which monetary damages are inadequate and thus, administration or the other agreements with such other entitiesparties shall be entitled to injunctive relief.

Use of Names. The Subadviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Portfolio. The Adviser Unless required by applicable law, neither party shall not use the name, trademark or trade name Xxxxxxxxxxx and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser party or any of its affiliates in any prospectusadvertising, sales literature promotional or other material relating to the Trust in any manner not approved without obtaining specific prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission. The Subadviser shall not use the name written approval of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commissionnon-disclosing party. To the extent not required by applicable law your prior written approval is obtained as described above, you hereby agree that for so long as the Fund remains in existence and regulationyou serve as a subadviser to the Fund, each party the Adviser shall cease have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use your name, including any short form thereof, logo or other identifying xxxx, and trade name (collectively, the name “Licensed IP”) solely for the purpose of identifying you as a non-discretionary subadviser to the Fund or including you in a listing of entities that serve as subadvisers to the series of the other party upon Trust in the termination of this Agreementmarketing materials for which you have provided your prior written approval. The Adviser recognizes agrees that from time it will not edit, excerpt or modify the Licensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to time trustees, officers and employees the Licensed IP or any of the Subadviser may serve goodwill associated therewith. The Adviser further agrees that it will be responsible for ensuring that materials containing the Licensed IP which are used to market the Fund to current and prospective investors will comply with applicable laws, rules and regulations. [Signatures appear on the following page] TEKNE CAPITAL MANAGEMENT, LLC DECEMBER 1, 2021 If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this Agreement and return one such counterpart to the Fund and the other such counterpart to the Adviser, whereupon this Agreement shall become a binding contract. HARBOR ETF TRUST ON BEHALF OF EACH FUND SET FORTH IN SCHEDULE A, SEVERALLY AND NOT JOINTLY By: Xxxxxxx X. XxXxxx, President HARBOR CAPITAL ADVISORS, INC. By: Xxxxxxx Xxxxxx, President The foregoing Agreement is hereby accepted as directorsof the date thereof. TEKNE CAPITAL MANAGEMENT, trusteesLLC By: Name: Title: TEKNE CAPITAL MANAGEMENT, partnersLLC DECEMBER 1, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx 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 such other entities.2021 SCHEDULE A FUNDS Harbor Disruptive Innovation ETF

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named ------------ the Xxxxxxxxxxx Global Equity Xxxx Xxxxx Aggressive Growth Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "CAM North America, LLC" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "CAM North America, LLC" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "CAM North America, LLC".

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being ------------ named the Xxxxxxxxxxx Global Xxxx Xxxxx Value Equity Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Xxxx Xxxxx" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Xxxx Xxxxx" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "Xxxx Xxxxx."

Use of Names. The Subadviser hereby consents Trust and Sub-Adviser acknowledge that all ------------- rights to the name "Access" belong to the Adviser, and that the Trust is being granted a limited license to use such words in its Portfolio being named name or in any class name. In the Xxxxxxxxxxx Global Equity Portfolio. The event the Adviser shall not ceases to be the adviser, the Trust's right to the use of the name Xxxxxxxxxxx and any of "Access" shall automatically cease on the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser hereby approves all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation, each party shall cease to use the name of the other party upon ninetieth (90th) day following the termination of this Agreement. The right to the name may also be withdrawn by the Adviser recognizes that from time to time trustees, officers and employees during the term of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships Management Agreement upon ninety (90) days written notice by the Adviser to the Trust. Nothing contained herein shall impair or other entities (including other investment companies) and that such other entities may include diminish in any respect the Adviser's right to use the name Xxxxxxxxxxx "Access" in the name of, or in connection with, any derivative other business enterprises with which the Adviser is or abbreviation thereof as part of their may become associated. There is no charge to the Trust for the right to use this name. The Adviser and the Trust acknowledge that all rights to the name "Wells" belong to the Sub-Axxxxxr, and that the Subadviser Trust is being granted a limited license to use such words in its Portfolio name or its affiliates in any class name. In the event the Sub-Adviser ceases to be the sub-adviser to the Portfolio, the Trust's right to the use of the name "Wells" shall automatically xxxxe upon the termination of this Agreement, and the Trust shall cease to use such name as soon as practicable thereafter, but in any event within sixty (60) days thereafter. The right to the name may enter into investment advisoryalso be withdrawn by the Sub-Adviser during the term of the Sub-Advisory Agreement upon sixty (60) days' written notice by the Sub-Adviser to the Trust. Nothing contained herein shall impair or diminish in any respect the Sub-Adviser's right to use the name "Wells" in the name of, administration or xx xxnnection with, any other agreements business enterprises with such other entitieswhich the Sub-Adviser is or may become associated. There is no charge to the Trust for the right to use this name.

Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named the Xxxxxxxxxxx Global Equity Lord Xxxxxx Developing Growth Portfolio. The Adviser Manager shall not use the name Xxxxxxxxxxx "Lord Xxxxxx" and any of the other names of the Subadviser Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Subadviser Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the SubadviserAdviser; provided, however, that the Subadviser hereby approves Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser Adviser shall not use the name of the Trust, the Adviser Manager or any of their affiliates in any material relating to the Subadviser Adviser in any manner not approved prior thereto by the AdviserManager; provided, however, that the Adviser hereby approves Manager shall approve all uses of its or the Trust’s 's name which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation; and, each party provided, further, that in no event shall cease to use the name of the other party upon the termination of this Agreementsuch approval be unreasonably withheld. The Adviser Manager recognizes that from time to time trusteesdirectors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name Xxxxxxxxxxx "Lord Xxxxxx" or any derivative or abbreviation thereof as part of their name, and that the Subadviser Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "Lord Xxxxxx."