Use of Names. The Subadviser shall not use the name, logo, insignia, or other identifying xxxx of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Six Circles Trust), Investment Sub Advisory Agreement (Six Circles Trust), Investment Sub Advisory Agreement (Six Circles Trust)
Use of Names. The Subadviser shall not use the name, logo, insignia, or other identifying xxxx of the Trust, the Fund Trust or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor selling agents will use such names in communications about marketing the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program Investment Program of the Subadviser with respect to the Subadviser AssetsAssets (as found in the Subadviser’s Form ADV). The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only information in the name or appointment categories set forth on Appendix B attached hereto (as such information shall be agreed and updated from time to time by the Subadviser) which the Adviser and the Fund shall be permitted to use without the prior approval of the Subadviser or language that is identical to previously-approved language from Subadviser, during the current Fund Prospectus or Statement term of Additional Informationthis Agreement, all sales and other marketing and communications materials referring to or containing information regarding utilizing the name of the Subadviser and any combination or derivation thereof shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, Subadviser and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than within ten business days of their receipt thereof.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement, Investment Sub Advisory Agreement (JPMorgan Trust III), Investment Sub Advisory Agreement (JPMorgan Trust III)
Use of Names. The Subadviser hereby consents to the Portfolio being named the Invesco Balanced-Risk Allocation Portfolio. The Adviser shall not use the name, logo, insignia, or other identifying xxxx name “Invesco” and any of the Trust, other names of the Fund Subadviser or the Adviser or any of their affiliates or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser 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 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 in writing prior thereto by the Adviser; provided, however, that during the term Adviser shall approve all uses of this Agreement, the Subadviser may use the Adviser’s its or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, SEC or a state securities commission; and, lawprovided, regulationfurther, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains that in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund no event shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fundapproval be unreasonably withheld. The Subadviser acknowledges Adviser recognizes that from time to time directors, officers and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program employees of the Subadviser with respect to the Subadviser Assets. The Adviser may serve as directors, trustees, partners, officers and the Fund shall cease to use employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “Invesco” or any derivative or abbreviation thereof as part of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of their name, and that the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus its affiliates may enter into investment advisory, administration or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all agreements with such material promptly, but no later than ten days of their receipt thereofother entities.
Appears in 3 contracts
Samples: Investment Subadvisory Agreement (Brighthouse Funds Trust I), Investment Subadvisory Agreement (Met Investors Series Trust), Investment Subadvisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser hereby consents to the Portfolio being named the TCW Core Fixed Income Portfolio. The Adviser shall not use the name, logo, insignia, or other identifying xxxx name “TCW” and any of the Trust, other names of the Fund Subadviser or the Adviser or any of their affiliates or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser Subadviser or any of its affiliates in any prospectus, statement of additional information, sales 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 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 in writing prior thereto by the Adviser; provided, however, that during the term Adviser shall approve all uses of this Agreement, the Subadviser may use the Adviser’s its or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, SEC or a state securities commission; and, lawprovided, regulationfurther, court order that in no event shall such approval be unreasonably withheld. The Adviser recognizes that from time to time directors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other similar request entities (including other investment companies) and that such other entities may include the name “TCW” or demand any derivative or abbreviation thereof as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence part of their name, and that the Subadviser is providing the services set forth hereinor 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 Fund shall have a royalty-free license Trust to cease all use of the name and xxxx “TCW,” 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 the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying name and to reflect that the Subadviser no longer serves as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofPortfolio.
Appears in 3 contracts
Samples: Investment Subadvisory Agreement (Brighthouse Funds Trust I), Investment Subadvisory Agreement (Met Investors Series Trust), Investment Subadvisory Agreement (Met Investors Series Trust)
Use of Names. a. The Subadviser Sub-Adviser acknowledges and agrees that the name Sterling Capital (whether used by itself or in combination with other words), and abbreviations or logos associated with that name, are the valuable property of the Adviser and its affiliates; that the Trust, the Adviser and their affiliates have the right to use such name, abbreviations and logos; and that the Sub-Adviser shall not use the namename Sterling Capital, logoand associated abbreviations and logos, insigniaonly in connection with the Sub-Adviser’s performance of its duties hereunder. Further, in any communication with the public and in any marketing communications of any sort, the Sub-Adviser agrees to obtain prior written approval from the Adviser, before using or other identifying xxxx of the Trustreferring to Sterling Capital, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such Trust name, or any combination abbreviations or derivation thereof, limited logos associated with those names; provided that nothing herein shall be deemed to prohibit the Sub-Adviser from referring to the performance of the Fund in the Sub-Adviser’s marketing material as long as such marketing material does not constitute “sales literature” or “advertising” for the purpose Fund, as those terms are used in the rules, regulations and guidelines of identifying the Subadviser as a subadviser to SEC and the FundFinancial Industry Regulatory Authority. The Subadviser Adviser, for itself and on behalf of the Trust, acknowledges and agrees that the Advisername Xxxxxxx Kilcollin Partners, and all related names, marks, and trade dress (collectively, the Fund “Sub-Adviser Marks”), and abbreviations or logos associated with such names, are the Fund’s distributor will use such names in communications about valuable property of the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser Sub-Adviser and its affiliates; that the Sub-Adviser and its affiliates have the right to use such name, includingabbreviations and logos; and that the Adviser and Trust shall use the Sub-Adviser Marks, without limitationand associated abbreviations and logos, a general description only in connection with the conduct of the investment program business of the Subadviser with respect to the Subadviser AssetsFund for so long as this Agreement is in effect and not thereafter. The Adviser and the Trust shall not modify the Sub-Adviser Marks. Notwithstanding the foregoing, and subject at all times to Sterling Capital’s and the Fund’s right to revoke such authority, Sterling Capital and the Fund shall cease hereby authorize the Sub-Advisor to use disclose the name of the Subadviser in any newly printed materials (except fact that Sub-Advisor serves as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previouslya sub-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject advisor to the review Fund in the Sub-Advisor’s Form ADV, marketing materials and approval of the Subadviserverbal communications, which approval shall provided that any such disclosures be accurate and not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofmisleading.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Sterling Capital Funds), Investment Sub Advisory Agreement (Sterling Capital Funds), Investment Sub Advisory Agreement (Sterling Capital Funds)
Use of Names. The Subadviser Adviser hereby consents to the Company being named the AllianceBernstein Global Dynamic Allocation Portfolio, Ltd. The Company shall not use the name, logo, insignia, or other identifying xxxx name “AllianceBernstein” and any of the Trust, the Fund or other names of the Adviser or any of their affiliates or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in any prospectus, statement of additional information, sales literature, proxy statement, report to shareholders or other material relating to the Subadviser Trust or the Company in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term Adviser shall approve all uses of this Agreementits 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, the Subadviser may further, that in no event shall such approval be unreasonably withheld. The Adviser shall not use the Adviser’s name of the Trust or any of their affiliates in any material relating to the Adviser in any manner not approved prior thereto by the Company; provided, however, that the Company shall approve all uses of its or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC, SEC or a state securities commission; and, lawprovided, regulationfurther, court order that in no event shall such approval be unreasonably withheld. The Company recognizes that from time to time directors, officers and employees of the Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other similar request entities (including other investment companies) and that such other entities may include the name “AllianceBernstein” or demand any derivative or abbreviation thereof as otherwise permitted pursuant to this Agreement. For so long as part of their name, and that the Fund remains in existence Adviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the Subadviser is providing other entities may include the services set forth hereinname “AllianceBernstein” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Adviser Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Fund shall have a royalty-free license Trust to cease all use of the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser and xxxx “AllianceBernstein,” and (ii) take all necessary action to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with cause the Trust’s standard reporting) promptly upon termination Registration Statement, the Charter Documents and any other relevant documentation to be amended to accomplish a change of this Agreement. Other than materials which contain only name and to reflect that the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject Adviser no longer serves as adviser to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofCompany.
Appears in 3 contracts
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser Trust and Sub-Adviser acknowledge that all rights to the name "LoCorr" belong to the Adviser, and that the Trust is being granted a limited license to use such words in its Fund name or in any class name. In the event the Adviser ceases to be the adviser, the Trust's right to the use of the name "LoCorr" shall not automatically cease on the 90th day following the termination of this Agreement. The right to the name may also be withdrawn by the Adviser during the term of the Management Agreement upon 90 days' written notice by the Adviser to the Trust. Nothing contained herein shall impair or diminish in any respect the Adviser's right to use the name "LoCorr" in the name of, or in connection with, any other business enterprises with which the Adviser is or may become associated. There is no charge to the Trust for the right to use this name. The Adviser agrees to submit copies of all proposed prospectuses, logoproxy statements, insigniareports to shareholders, sales literature, or other identifying xxxx material prepared for distribution to interest holders of the Trust, the Fund or the public that refer in any way to the Sub-Adviser (other than identifying the Sub-Adviser as Sub-Adviser to the Fund) to the Sub-Adviser at its principal office for review prior to use, and the Sub-Adviser agrees to review such materials by a reasonable and appropriate deadline. Neither the Adviser, nor the Fund nor any affiliate of the foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of their Sub-Adviser, its subsidiaries and/or affiliates or any derivative or logo or trade or service xxxx thereof(collectively, or disclose information related to the business of the “Sub-Adviser or any of its affiliates in material relating to the Subadviser Marks”) in any manner advertising or promotional materials without Sub-Adviser’s prior written approval, which will not approved in writing prior thereto by be unreasonably withheld. In the Adviser; provided, however, that during the term event of termination of this Agreement, the Subadviser may use Adviser will continue to furnish to the Adviser’s or Sub-Adviser copies of any of the Trust’s name and above-mentioned materials that of their affiliates which merely refer in accurate terms any way to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royaltySub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the FundAdviser. The Subadviser acknowledges and agrees that provisions of this paragraph shall survive the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 3 contracts
Samples: Sub Advisory Agreement (LoCorr Investment Trust), Sub Advisory Agreement (LoCorr Investment Trust), Sub Advisory Agreement (LoCorr Investment Trust)
Use of Names. The Subadviser Adviser hereby consents to the Company being named the Invesco Balanced-Risk Allocation Portfolio, Ltd. The Company shall not use the name, logo, insignia, or other identifying xxxx name “Invesco” and any of the Trust, the Fund or other names of the Adviser or any of their affiliates or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in any prospectus, statement of additional information, sales literature, proxy statement, report to shareholders or other material relating to the Subadviser Trust or the Company in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term Adviser shall approve all uses of this Agreementits 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, the Subadviser may further, that in no event shall such approval be unreasonably withheld. The Adviser shall not use the Adviser’s name of the Trust or any of their affiliates in any material relating to the Adviser in any manner not approved prior thereto by the Company; provided, however, that the Company shall approve all uses of its or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC, SEC or a state securities commission; and, lawprovided, regulationfurther, court order that in no event shall such approval be unreasonably withheld. The Company recognizes that from time to time directors, officers and employees of the Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other similar request entities (including other investment companies) and that such other entities may include the name “Invesco” or demand any derivative or abbreviation thereof as otherwise permitted pursuant to this Agreement. For so long as part of their name, and that the Fund remains in existence Adviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the Subadviser is providing other entities may include the services set forth hereinname “Invesco” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Adviser Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Fund shall have a royalty-free license Trust to cease all use of the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser and xxxx “Invesco,” and (ii) take all necessary action to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with cause the Trust’s standard reporting) promptly upon termination Registration Statement, the Charter Documents and any other relevant documentation to be amended to accomplish a change of this Agreement. Other than materials which contain only name and to reflect that the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject Adviser no longer serves as adviser to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofCompany.
Appears in 3 contracts
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser Trust and Sub-Adviser acknowledge that all rights to the name "LoCorr" belong to the Adviser, and that the Trust is being granted a limited license to use such words in its Fund name or in any class name. In the event the Adviser ceases to be the adviser to the Fund, the Trust's right to the use of the name "LoCorr" in connection with the Fund shall not automatically cease on the 90th day following the termination of the Management Agreement. The right to the name may also be withdrawn by the Adviser during the term of the Management Agreement upon 90 days' written notice by the Adviser to the Trust. Nothing contained herein shall impair or diminish in any respect the Adviser's right to use the name "LoCorr" in the name of, or in connection with, any other business enterprises with which the Adviser is or may become associated. There is no charge to the Trust for the right to use this name. The Adviser agrees to submit copies of all proposed prospectuses, logoproxy statements, insigniareports to shareholders, sales literature, or other identifying xxxx material prepared for distribution to interest holders of the Trust, the Fund or the public that refer in any way to the Sub-Adviser (other than identifying the Sub-Adviser as Sub-Adviser to the Fund) to the Sub-Adviser at its principal office (or elsewhere, as provided by the Sub-Adviser) for review prior to use, and the Sub-Adviser agrees to review such materials by a reasonable and appropriate deadline. Neither the Adviser, nor the Fund nor any affiliate of the foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of their affiliates or any derivative or logo or trade or service xxxx thereofSub-Adviser, or disclose information related to the business of the Adviser or any of its subsidiaries and/or affiliates in material relating to any advertising or promotional materials without Sub-Adviser’s prior written approval, which will not be unreasonably withheld. In the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term event of termination of this Agreement, the Subadviser may use Adviser will continue to furnish to the Adviser’s or Sub-Adviser copies of any of the Trust’s name and above-mentioned materials that of their affiliates which merely refer in accurate terms any way to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royaltySub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the FundAdviser. The Subadviser acknowledges and agrees that provisions of this paragraph shall survive the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name The Sub-Adviser agrees to submit copies of all sales literature or appointment other material prepared for distribution to interest holders of the Subadviser Fund or language the public that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject refer in any way to the Adviser, the Fund, or the Trust to the Adviser at its principal office (or elsewhere, as provided by the Adviser) for review prior to use, and approval the Adviser agrees to review such materials by a reasonable and appropriate deadline. Neither the Sub-Adviser nor its affiliates will use the registered trademarks, service marks, logos, names or any other proprietary designations of the Subadviser(1) Adviser, its subsidiaries and/or affiliates in any advertising or promotional materials without Adviser’s prior written approval, which approval shall will not be unreasonably withheld, and or (2) the Subadviser agrees Fund or the Trust in any advertising or promotional materials without the Trust’s prior written approval, which will not be unreasonably withheld. In the event of termination of this Agreement, the Sub-Adviser will continue to use commercially reasonable efforts furnish to review all such material promptlythe Adviser and/or the Trust, but no later than ten days as applicable, copies of their receipt thereofany of the above-mentioned materials that refer in any way to the Adviser or the Trust. The provisions of this paragraph shall survive the termination of this Agreement.
Appears in 3 contracts
Samples: Sub Advisory Agreement (LoCorr Investment Trust), Sub Advisory Agreement (LoCorr Investment Trust), Sub Advisory Agreement (LoCorr Investment Trust)
Use of Names. The Subadviser hereby consents to the Portfolio being named the X. Xxxx Price Large Cap Value Portfolio. The Adviser shall not use the name, logo, insignia, or other identifying xxxx name “X. Xxxx Price” and any of the Trust, other names of the Fund Subadviser or the Adviser or any of their affiliates or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser 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 except for information which is otherwise publicly available; provided, however, that the Subadviser 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 in writing prior thereto by the AdviserAdviser except for information which is otherwise publicly available; provided, however, that during the term Adviser shall approve all uses of this Agreement, the Subadviser may use the Adviser’s its or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, SEC or a state securities commission; and, lawprovided, regulationfurther, court order that in no event shall such approval be unreasonably withheld. The Adviser recognizes that from time to time directors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other similar request entities (including other investment companies) and that such other entities may include the name “X. Xxxx Price” or demand any derivative or abbreviation thereof as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence part of their name, and that the Subadviser is providing the services set forth hereinor 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 Fund shall have a royalty-free license Trust to cease all use of the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofxxxx “X. Xxxx Price.”
Appears in 3 contracts
Samples: Investment Subadvisory Agreement (Brighthouse Funds Trust I), Investment Subadvisory Agreement (Met Investors Series Trust), Investment Subadvisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser Adviser hereby consents to the Company being named the Schroders Global Multi-Asset Portfolio, Ltd. The Company shall not use the name, logo, insignia, or other identifying xxxx name “Schroders” and any of the Trust, the Fund or other names of the Adviser or any of their affiliates or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in any prospectus, statement of additional information, sales literature, proxy statement, report to shareholders or other material relating to the Subadviser Trust or the Company in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term Adviser shall approve all uses of this Agreementits 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, the Subadviser may further, that in no event shall such approval be unreasonably withheld. The Adviser shall not use the Adviser’s name of the Trust or any of their affiliates in any material relating to the Adviser in any manner not approved prior thereto by the Company; provided, however, that the Company shall approve all uses of its or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC, SEC or a state securities commission; and, lawprovided, regulationfurther, court order that in no event shall such approval be unreasonably withheld. The Company recognizes that from time to time directors, officers and employees of the Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other similar request entities (including other investment companies) and that such other entities may include the name “Schroders” or demand any derivative or abbreviation thereof as otherwise permitted pursuant to this Agreement. For so long as part of their name, and that the Fund remains in existence Adviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the Subadviser is providing other entities may include the services set forth hereinname “Schroders” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Adviser Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Fund shall have a royalty-free license Trust to cease all use of the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser and xxxx “Schroders,” and (ii) take all necessary action to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with cause the Trust’s standard reporting) promptly upon termination Registration Statement, the Charter Documents and any other relevant documentation to be amended to accomplish a change of this Agreement. Other than materials which contain only name and to reflect that the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject Adviser no longer serves as adviser to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofCompany.
Appears in 3 contracts
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. Subject to the prior written confirmation of accuracy and completeness from the Sub-Adviser, which shall not be unreasonably delayed or withheld, the Adviser and the Trust are authorized to publish and distribute any information, including but not limited to registration statements, advertising or promotional material, regarding the provision of sub-investment advisory services by the Sub-Adviser pursuant to this Agreement and to use in advertising, publicity or otherwise the name of the Sub-Adviser, or any trade name, trademark, trade device, service xxxx, symbol or logo of the Sub-Adviser that the Sub-Adviser has provided to the Adviser for this purpose. In addition, the Adviser may distribute information regarding the provision of sub-investment advisory services by the Sub-Adviser to the Trust’s Board of Trustees without the prior written consent of the Sub-Adviser. The Subadviser Sub-Adviser shall not use the name, logo, insignia, or other identifying xxxx name of the Trust, the Fund or the Adviser or in any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material materials relating to the Subadviser Sub-Adviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser Sub-Adviser may use the Adviser’s or the Trust’s name and that of their affiliates which such names to merely refer in accurate terms to the appointment of the Subadviser hereunder Sub-Adviser hereunder, including placing the Trust’s or the Adviser’s name on the Sub-Adviser’s list of representative clients, or which are required by the SEC, SEC or a state securities commission, law, regulation, court order or . Any other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains use of names by Sub-Adviser shall require approval in existence and the Subadviser is providing the services set forth herein, advance by the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably delayed or withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Brown Advisory Funds), Brown Advisory Funds, Brown Advisory Funds
Use of Names. The Subadviser hereby consents to the Portfolio being named the BlackRock Global Tactical Strategies Portfolio. The Adviser shall not use the name, logo, insignia, or other identifying xxxx name “BlackRock” and any of the Trust, other names of the Fund Subadviser or the Adviser or any of their affiliates or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser 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 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 in writing prior thereto by the Adviser; provided, however, that during the term Adviser shall approve all uses of this Agreement, the Subadviser may use the Adviser’s its or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, SEC or a state securities commission; and, lawprovided, regulationfurther, court order that in no event shall such approval be unreasonably withheld. The Adviser recognizes that from time to time directors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other similar request entities (including other investment companies) and that such other entities may include the name “BlackRock” or demand any derivative or abbreviation thereof as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence part of their name, and that the Subadviser is providing the services set forth hereinor 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 Fund shall have a royalty-free license Trust to cease all use of the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofxxxx “BlackRock.”
Appears in 3 contracts
Samples: Investment Subadvisory Agreement (Brighthouse Funds Trust I), Investment Subadvisory Agreement (Met Investors Series Trust), Investment Subadvisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser hereby consents to the Portfolio being named the AQR Global Risk Balanced Portfolio. The Adviser shall not use the name, logo, insignia, or other identifying xxxx name “AQR” and any of the Trust, other names of the Fund Subadviser or the Adviser or any of their affiliates or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser Subadviser or any of its affiliates in any prospectus, statement of additional information, sales 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 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 in writing prior thereto by the Adviser; provided, however, that during the term Adviser shall approve all uses of this Agreement, the Subadviser may use the Adviser’s its or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, SEC or a state securities commission; and, lawprovided, regulationfurther, court order that in no event shall such approval be unreasonably withheld. The Adviser recognizes that from time to time directors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other similar request entities (including other investment companies) and that such other entities may include the name “AQR” or demand any derivative or abbreviation thereof as otherwise permitted pursuant to this Agreement. For so long as part of their name, and that the Fund remains in existence Subadviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the Subadviser is providing other entities may include the services set forth hereinname “AQR” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Adviser shall within 30 days (i) cease and cause the Portfolio and the Fund shall have a royalty-free license 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 the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying name and to reflect that the Subadviser no longer serves as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofPortfolio.
Appears in 3 contracts
Samples: Investment Subadvisory Agreement (Brighthouse Funds Trust I), Investment Subadvisory Agreement (Met Investors Series Trust), Investment Subadvisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser Adviser hereby consents to the Company being named the JPMorgan Global Active Allocation Portfolio, Ltd. The Company shall not use the name, logo, insignia, or other identifying xxxx name “JPMorgan” and any of the Trust, the Fund or other names of the Adviser or any of their affiliates or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in any prospectus, statement of additional information, sales literature, proxy statement, report to shareholders or other material relating to the Subadviser Trust or the Company in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term Adviser hereby approves all uses of this Agreementits 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, the Subadviser may further, that in no event shall such approval be unreasonably withheld. The Adviser shall not use the Adviser’s name of the Company or the Trust or any of their affiliates in any material relating to the Adviser in any manner not approved prior thereto by the Company; provided, however, that the Company shall approve all uses of its or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC, SEC or a state securities commission; and, lawprovided, regulationfurther, court order that in no event shall such approval be unreasonably withheld. The Company recognizes that from time to time directors, officers and employees of the Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other similar request entities (including other investment companies) and that such other entities may include the name “JPMorgan” or demand any derivative or abbreviation thereof as otherwise permitted pursuant to this Agreement. For so long as part of their name, and that the Fund remains in existence Adviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the Subadviser is providing other entities may include the services set forth hereinname “JPMorgan” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Adviser Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Fund shall have a royalty-free license Trust to cease all use of the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser and xxxx “JPMorgan,” and (ii) take all necessary action to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with cause the Trust’s standard reporting) promptly upon termination Registration Statement, the Charter Documents and any other relevant documentation to be amended to accomplish a change of this Agreement. Other than materials which contain only name and to reflect that the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject Adviser no longer serves as adviser to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofCompany.
Appears in 3 contracts
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser Trust, Adviser and Sub-Adviser acknowledge that all rights to the name "LoCorr" belong to the Adviser and all rights to the name "[____________]" 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 name "LoCorr" or "[___________]", respectively, shall not automatically cease on the 90th day following the termination of this Agreement. The right to the name may also be withdrawn by the Adviser or Sub-Adviser during the term of the 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 namename "LoCorr" or the Sub- Adviser's right to use the name "[____________]" in the name of, logoor in connection with, insigniaany other business enterprises with which, respectively, the Adviser or Sub-Adviser or may become 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, proxy statements, reports to shareholders, sales literature, or other identifying xxxx material prepared for distribution to interest holders of the Trust, the Fund or the public that refer in any way to the Sub-Adviser (other than identifying the Sub-Adviser as Sub-Adviser to the Fund) to the Sub-Adviser at its principal office for review prior to use, and the Sub-Adviser agrees to review such materials by a reasonable and appropriate deadline. Neither the Adviser, nor the Fund nor any affiliate of the foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of their Sub- Adviser, its subsidiaries and/or affiliates or any derivative or logo or trade or service xxxx thereof(collectively, or disclose information related to the business of the "Sub-Adviser or any of its affiliates in material relating to the Subadviser Marks") in any manner advertising or promotional materials without Sub-Adviser's prior written approval, which will not approved in writing prior thereto by be unreasonably withheld. In the Adviser; provided, however, that during the term event of termination of this Agreement, the Subadviser may use Adviser will continue to furnish to the Adviser’s or Sub-Adviser copies of any of the Trust’s name and above-mentioned materials that of their affiliates which merely refer in accurate terms any way to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royaltySub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the FundAdviser. The Subadviser acknowledges and agrees that provisions of this paragraph shall survive the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofSection 9.
Appears in 2 contracts
Samples: Locorr Investment Trust Sub Advisory Agreement Sub Advisory Agreement (LoCorr Investment Trust), Locorr Investment Trust Sub Advisory Agreement Sub Advisory Agreement (LoCorr Investment Trust)
Use of Names. a. The Subadviser Sub-Adviser acknowledges and agrees that the name Sterling Capital (whether used by itself or in combination with other words), and abbreviations or logos associated with that name, are the valuable property of the Adviser and its affiliates; that the Trust, the Adviser and their affiliates have the right to use such name, abbreviations and logos; and that the Sub-Adviser shall not use the namename Sterling Capital, logoand associated abbreviations and logos, insigniaonly in connection with the Si.b-Adviser’s performance of its duties hereunder. Further, in any communication with the public and in any marketing communications of any sort, the Sub-Adviser agrees to obtain prior written approval from the Adviser before using or other identifying xxxx of the Trustreferring to Sterling Capital, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such Trust name, or any combination abbreviations or derivation thereof, limited logos associated with those names; provided that nothing herein shall be deemed to prohibit the Sub-Adviser from referring to the performance of the Fund in the Sub-Adviser’s marketing material as long as such marketing material does not constitute “sales literature” or “advertising” for the purpose Fund, as those terms are used in the rules, regulations and guidelines of identifying the Subadviser as a subadviser to SEC and the FundFinancial Industry Regulatory Authority. The Subadviser Adviser, for itself and on behalf of the Trust, acknowledges and agrees that the Advisernames [ ] and all related names, marks, and trade dress (collectively, the Fund “Sub-Adviser Marks”), and abbreviations or logos associated with such names, are the Fund’s distributor will use such names in communications about valuable property of the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser Sub-Adviser and its affiliates; that the Sub-Adviser and its affiliates have the right to use such name, includingabbreviations and logos; and that the Adviser and Trust shall use the Sub-Adviser Marks, without limitationand associated abbreviations and logos, a general description only in connection with the conduct of the investment program business of the Subadviser with respect to the Subadviser AssetsFund for so long as this Agreement is in effect and not thereafter. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval Trust shall not be unreasonably withheld, and modify the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofSub-Adviser Marks.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Sterling Capital Funds), Investment Sub Advisory Agreement (Sterling Capital Funds)
Use of Names. The Subadviser Trust and Sub-Adviser acknowledge that all rights to the name “Wakefield” and any variants belong to the Adviser, and that the Trust is being granted a limited license to use such words in its Fund name or in any class name. In the event the Adviser ceases to be the adviser, the Trust’s right to the use of the name “Wakefield” shall not automatically cease on the 90th day following the termination of this Agreement. The right to the name may also be withdrawn by the Adviser during the term of the Management Agreement upon 90 days’ written notice by the Adviser to the Trust. Nothing contained herein shall impair or diminish in any respect the Adviser’s right to use the name “Wakefield” in the name of, or in connection with, any other business enterprises with which the Adviser is or may become associated. There is no charge to the Trust for the right to use this name. Neither the Adviser, logonor the Fund nor any affiliate of the foregoing will use the registered trademarks, insigniaservice marks, logos, names or any other proprietary designations of the Sub-Adviser, its subsidiaries and/or affiliates (collectively, “Sub-Adviser Marks”) in any advertising or promotional materials without the Sub-Adviser’s prior written approval, which will not be unreasonably withheld. Furthermore, the Adviser acknowledges and agrees that it has no rights in or to the Sub-Adviser’s name beyond those granted herein. The Adviser agrees to submit copies of all proposed prospectuses, proxy statements, reports to shareholders, sales literature, or other identifying xxxx material prepared for distribution to interest holders of the Trust, the Fund or the Adviser or public that refer in any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related way to the business of Sub-Adviser (other than identifying the Sub-Adviser or any of its affiliates in material relating as Sub-Adviser to the Subadviser in any manner not approved in writing Fund) to the Sub-Adviser at its principal office for review prior thereto to use, and the Sub-Adviser agrees to review such materials by a reasonable and appropriate deadline. In the Adviser; provided, however, that during the term event of termination of this Agreement, the Subadviser may use Adviser will continue to furnish to the Adviser’s or Sub-Adviser copies of any of the Trust’s name and above-mentioned materials that of their affiliates which merely refer in accurate terms any way to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royaltySub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the FundAdviser. The Subadviser acknowledges and agrees that provisions of this paragraph shall survive the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Wakefield Alternative Series Trust), Sub Advisory Agreement (Wakefield Alternative Series Trust)
Use of Names. The Subadviser Sub-Adviser shall not use the name, logotrade name, insigniatrademarks, service marks and/or logo of the Adviser, The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”), and/or any subsidiaries or affiliates of Northwestern Mutual in any communications (written, verbal or electronic), including publicity releases, advertising or sales activities or brochures, or similar written materials or activities, other identifying xxxx of than in communications which are solely internal to the TrustSub-Adviser or are with the Adviser, the Fund or the Adviser Portfolio, or any of their affiliates respective officers, directors or any derivative employees, without the prior written consent of the Adviser. The Sub-Adviser hereby acknowledges that its name and/or trade name (the “Sub-Adviser Name”) may be used for identification purposes as a part of or logo or trade or service xxxx thereof, or disclose information related adjacent to the business name of the Adviser or any Portfolio, and as such, may be used routinely in the ordinary course of its affiliates business in material relating filings with state and federal regulators, in internal communications, in reports to and communications with shareholders, in fund fact sheets and other marketing materials and in materials provided to the Subadviser Directors of the Portfolio (collectively, the “Portfolio Communications”). The Sub-Adviser hereby grants the Adviser and the Portfolio the right to use the Sub-Adviser Name in any manner not approved in writing prior thereto by Portfolio Communications. As soon as practicable after the Adviser; provided, however, that during the term termination of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name Sub-Adviser’s Name. Except for the foregoing, the Adviser agrees that it will review with the Sub-Adviser any advertisement, sales literature or notice prior to its use or publication that makes reference to the Sub-Adviser’s Name, so that the Sub-Adviser may review the context in which the Sub-Adviser’s Name is being referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the Subadviser in any newly printed form or content of such materials (except as may be reasonably necessary to comply with applicable law or as required in connection with for the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment purposes of the Subadviser 1940 Act or language other applicable laws or regulations. If the Adviser or the Portfolio makes any unauthorized use of, or reference to, the Sub-Adviser’s Name the Adviser acknowledges that is identical to previouslythe Sub-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser Adviser shall be subject to the review and approval of the Subadviser, suffer irreparable harm for which approval shall monetary damages may not be unreasonably withheldcompletely adequate, and therefore the Subadviser agrees Sub-Adviser may also be entitled to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofinjunctive relief.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc), Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)
Use of Names. The Subadviser Trust and Sub-Adviser acknowledge that all rights to the name "LoCorr" belong to the Adviser, and that the Trust is being granted a limited license to use such words in its Funds’ name or in any class name. In the event the Adviser ceases to be the adviser to the Funds, the Trust's right to the use of the name "LoCorr" in connection with the Funds shall not automatically cease on the 90th day following the termination of the Management Agreement. The right to the name may also be withdrawn by the Adviser during the term of the Management Agreement upon 90 days' written notice by the Adviser to the Trust. Nothing contained herein shall impair or diminish in any respect the Adviser's right to use the name "LoCorr" in the name of, or in connection with, any other business enterprises with which the Adviser is or may become associated. There is no charge to the Trust for the right to use this name. The Adviser agrees to submit copies of all proposed prospectuses, logoproxy statements, insigniareports to shareholders, sales literature, or other identifying xxxx material prepared for distribution to interest holders of the Trust, the Fund Funds or the public that refer in any way to the Sub-Adviser (other than identifying the Sub-Adviser as Sub-Adviser to the Funds) to the Sub-Adviser at its principal office (or elsewhere, as provided by the Sub-Adviser) for review prior to use, and the Sub-Adviser agrees to review such materials by a reasonable and appropriate deadline. Neither the Adviser, nor the Funds nor any affiliate of the foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of their affiliates or any derivative or logo or trade or service xxxx thereofSub-Adviser, or disclose information related to the business of the Adviser or any of its subsidiaries and/or affiliates in material relating to any advertising or promotional materials without Sub-Adviser’s prior written approval, which will not be unreasonably withheld. In the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term event of termination of this Agreement, the Subadviser may use Adviser will continue to furnish to the Adviser’s or Sub-Adviser copies of any of the Trust’s name and above-mentioned materials that of their affiliates which merely refer in accurate terms any way to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royaltySub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the FundAdviser. The Subadviser acknowledges and agrees that provisions of this paragraph shall survive the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name The Sub-Adviser agrees to submit copies of all sales literature or appointment other material prepared for distribution to interest holders of the Subadviser Funds or language the public that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject refer in any way to the Adviser, the Funds, or the Trust to the Adviser at its principal office (or elsewhere, as provided by the Adviser) for review prior to use, and approval the Adviser agrees to review such materials by a reasonable and appropriate deadline. Neither the Sub-Adviser nor its affiliates will use the registered trademarks, service marks, logos, names or any other proprietary designations of the Subadviser(1) Adviser, its subsidiaries and/or affiliates in any advertising or promotional materials without Adviser’s prior written approval, which approval shall will not be unreasonably withheld, and or (2) the Subadviser agrees Funds or the Trust in any advertising or promotional materials without the Trust’s prior written approval, which will not be unreasonably withheld. In the event of termination of this Agreement, the Sub-Adviser will continue to use commercially reasonable efforts furnish to review all such material promptlythe Adviser and/or the Trust, but no later than ten days as applicable, copies of their receipt thereofany of the above-mentioned materials that refer in any way to the Adviser or the Trust. The provisions of this paragraph shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Locorr Investment Trust Sub Advisory Agreement (LoCorr Investment Trust), Locorr Investment Trust Sub Advisory Agreement (LoCorr Investment Trust)
Use of Names. The Subadviser shall not use the name, logo, insignia, or other identifying xxxx of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the legal name of the Subadviser, Subadviser including any short-form of such namename , or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Six Circles Trust), Investment Sub Advisory Agreement (Six Circles Trust)
Use of Names. The Subadviser shall not use parties to this Agreement agree that the name, logo, insignia, or other identifying xxxx names of the Trust, the Fund or the Adviser or Subadviser and its affiliates and any of their affiliates logos or trademarks or service marks or trade names or any derivative or logo or trade or service xxxx thereofderivatives of them (collectively, or disclose information related to “Subadviser Names”) are the business valuable property of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to Portfolio may use the name of the Subadviser to identify it as the subadviser to the Portfolio as required by law or regulation. Any other use of a Subadviser Name must be expressly pre-approved in writing by the Subadviser and all marketing materials, advertisements, sales literature and notices using a Subadviser Name must be submitted to the Subadviser for approval at least ten (10) business days prior to the date such approval is needed. The Adviser and the Portfolio agree that, with respect to such materials submitted to the Subadviser, the Subadviser shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the 1940 Act or other applicable laws and regulations. Once approved in writing by the Subadviser, any change in any newly printed materials (approved use of a Subadviser Name including, without limitation, change in phrases identifying or associated with a fund, requires prior approval in writing by the Subadviser. Upon termination of this Agreement, the Adviser and the Portfolio shall forthwith cease to use all Subadviser Names, except as may be reasonably necessary to comply with applicable required by law or regulation. If the Adviser or the Portfolio makes any unauthorized use of a Subadviser Name, the parties acknowledge that the Subadviser and its affiliates shall suffer irreparable harm for which monetary damages may be inadequate and thus the Subadviser and its affiliates shall be entitled to injunctive relief, as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreementwell as any other remedy available under law. Other than materials which contain only The Subadviser may use the name or appointment of the Adviser and the Portfolio to identify them as entities for which the Subadviser performs investment subadvisory services. The Adviser recognizes that from time to time directors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or language other entities (including other investment companies) and that is identical to previously-approved language from the current Fund Prospectus or Statement such other entities may include Subadviser Names as part of Additional Informationtheir name, all sales and other marketing and communications materials referring to or containing information regarding that the Subadviser shall be subject to the review and approval of the Subadviseror its affiliates may enter into investment advisory, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all administration or other agreements with such material promptly, but no later than ten days of their receipt thereofother entities.
Appears in 2 contracts
Samples: Investment Subadvisory Agreement (Brighthouse Funds Trust I), Investment Subadvisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser Trust and Sub-Adviser acknowledge that all rights to the name "Wakefield" and any variants belong to the Adviser, and that the Trust is being granted a limited license to use such words in its Fund name or in any class name. In the event the Adviser ceases to be the adviser, the Trust's right to the use of the name "Wakefield" shall not automatically cease on the 90th day following the termination of this Agreement. The right to the name may also be withdrawn by the Adviser during the term of the Management Agreement upon 90 days' written notice by the Adviser to the Trust. Nothing contained herein shall impair or diminish in any respect the Adviser's right to use the name "Wakefield" in the name of, or in connection with, any other business enterprises with which the Adviser is or may become associated. There is no charge to the Trust for the right to use this name. The Adviser agrees to submit copies of all proposed prospectuses, logoproxy statements, insigniareports to shareholders, sales literature, or other identifying xxxx material prepared for distribution to interest holders of the Trust, the Fund or the public that refer in any way to the Sub-Adviser (other than identifying the Sub-Adviser as Sub-Adviser to the Fund) to the Sub-Adviser at its principal office for review prior to use, and the Sub-Adviser agrees to review such materials by a reasonable and appropriate deadline. Neither the Adviser, nor the Fund nor any affiliate of the foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of their Sub-Adviser, its subsidiaries and/or affiliates or any derivative or logo or trade or service xxxx thereof(collectively, or disclose information related to the business of the "Sub-Adviser or any of its affiliates in material relating to the Subadviser Marks") in any manner advertising or promotional materials without Sub-Adviser's prior written approval, which will not approved in writing prior thereto by be unreasonably withheld. In the Adviser; provided, however, that during the term event of termination of this Agreement, the Subadviser may use Adviser will continue to furnish to the Adviser’s or Sub-Adviser copies of any of the Trust’s name and above-mentioned materials that of their affiliates which merely refer in accurate terms any way to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royaltySub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the FundAdviser. The Subadviser acknowledges and agrees that provisions of this paragraph shall survive the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Wakefield Alternative Series Trust), Sub Advisory Agreement (Wakefield Alternative Series Trust)
Use of Names. a. The Subadviser Sub-Adviser acknowledges and agrees that the name Sterling Capital (whether used by itself or in combination with other words), and abbreviations or logos associated with that name, are the valuable property of the Adviser and its affiliates; that the Trust, the Adviser and their affiliates have the right to use such name, abbreviations and logos; and that the Sub-Adviser shall not use the namename Sterling Capital, logoand associated abbreviations and logos, insigniaonly in connection with the Sub-Adviser’s performance of its duties hereunder. Further, in any communication with the public and in any marketing communications of any sort, the Sub-Adviser agrees to obtain prior written approval from the Adviser before using or other identifying xxxx of the Trustreferring to Sterling Capital, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such Trust name, or any combination abbreviations or derivation thereof, limited logos associated with those names; provided that nothing herein shall be deemed to prohibit the Sub-Adviser from referring to the performance of the Fund in the Sub-Adviser’s marketing material as long as such marketing material does not constitute “sales literature” or “advertising” for the purpose Fund, as those terms are used in the rules, regulations and guidelines of identifying the Subadviser as a subadviser to SEC and the FundFinancial Industry Regulatory Authority. The Subadviser Adviser, for itself and on behalf of the Trust, acknowledges and agrees that the Advisernames [ ] and all related names, marks, and trade dress (collectively, the Fund “Sub-Adviser Marks”), and abbreviations or logos associated with such names, are the Fund’s distributor will use such names in communications about valuable property of the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser Sub-Adviser and its affiliates; that the Sub-Adviser and its affiliates have the right to use such name, includingabbreviations and logos; and that the Adviser and Trust shall use the Sub-Adviser Marks, without limitationand associated abbreviations and logos, a general description only in connection with the conduct of the investment program business of the Subadviser with respect to the Subadviser AssetsFund for so long as this Agreement is in effect and not thereafter. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval Trust shall not be unreasonably withheld, and modify the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofSub-Adviser Marks.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Sterling Capital Funds), Advisory Agreement (Sterling Capital Funds)
Use of Names. a. The Subadviser Sub-Adviser acknowledges and agrees that the name Sterling Capital (whether used by itself or in combination with other words), and abbreviations or logos associated with that name, are the valuable property of the Adviser and its affiliates; that the Trust, the Adviser and their affiliates have the right to use such name, abbreviations and logos; and that the Sub-Adviser shall not use the namename Sterling Capital, logoand associated abbreviations and logos, insigniaonly in connection with the Sub-Adviser’s performance of its duties hereunder. Further, in any communication with the public and in any marketing communications of any sort, the Sub-Adviser agrees to obtain prior written approval from the Adviser before using or other identifying xxxx of the Trustreferring to Sterling Capital, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such Trust name, or any combination abbreviations or derivation thereof, limited logos associated with those names; provided that nothing herein shall be deemed to prohibit the Sub-Adviser from referring to the performance of the Fund in the Sub-Adviser’s marketing material as long as such marketing material does not constitute “sales literature” or “advertising” for the purpose Fund, as those terms are used in the rules, regulations and guidelines of identifying the Subadviser as a subadviser to SEC and the FundFinancial Industry Regulatory Authority. The Subadviser Adviser, for itself and on behalf of the Trust, acknowledges and agrees that the Advisername “Xxxxxxxx Bay”, and all related names, marks, and trade dress (collectively, the Fund “Sub-Adviser Marks”), and abbreviations or logos associated with such names, are the Fund’s distributor will use such names in communications about valuable property of the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser Sub-Adviser and its affiliates; that the Sub-Adviser and its affiliates have the right to use such name, includingabbreviations and logos; and that the Adviser and Trust shall use the Sub-Adviser Marks, without limitationand associated abbreviations and logos, a general description only in connection with the conduct of the investment program business of the Subadviser with respect to the Subadviser AssetsFund for so long as this Agreement is in effect and not thereafter. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval Trust shall not be unreasonably withheld, and modify the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofSub-Adviser Marks.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Sterling Capital Funds), Investment Sub Advisory Agreement (Sterling Capital Funds)
Use of Names. It is understood and acknowledged by the Adviser that the phrase “Artisan” and any logos associated with that name are the valuable property of the Subadviser. The Subadviser hereby consents to the Portfolio being named the Met/Artisan International Portfolio. The Adviser shall not use the name, logo, insignia, or other identifying xxxx of the Trust, the Fund or the Adviser name “Artisan” or any of their affiliates the other names of the Subadviser or its affiliated companies or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser 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 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. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such phrase and logos without further notice or action on the part of the Subadviser. 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 in writing prior thereto by the Adviser; provided, however, that during the term Adviser shall approve all uses of this Agreement, the Subadviser may use the Adviser’s its or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, SEC or a state securities commission; and, lawprovided, regulationfurther, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains that in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund no event shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 2 contracts
Samples: Investment Subadvisory Agreement (Met Investors Series Trust), Investment Subadvisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser Trust and Sub-Adviser acknowledge that all rights to the name “LoCorr” belong to the Adviser, and that the Trust is being granted a limited license to use such words in its Fund name or in any class name. In the event the Adviser ceases to be the adviser to the Funds, the Trust’s right to the use of the name “LoCorr” in connection with the Funds shall not automatically cease on the 90th day following the termination of the Management Agreement. The right to the name may also be withdrawn by the Adviser during the term of the Management Agreement upon 90 days’ written notice by the Adviser to the Trust. Nothing contained herein shall impair or diminish in any respect the Adviser’s right to use the name “LoCorr” in the name of, or in connection with, any other business enterprises with which the Adviser is or may become associated. There is no charge to the Trust for the right to use this name. The Adviser agrees to submit copies of all proposed prospectuses, logoproxy statements, insigniareports to shareholders, sales literature, or other identifying xxxx material prepared for distribution to interest holders of the Trust, the Fund Funds or the public that refer in any way to the Sub-Adviser (other than identifying the Sub-Adviser as Sub-Adviser to the Funds) to the Sub-Adviser at its principal office (or elsewhere, as provided by the Sub-Adviser) for review prior to use, and the Sub-Adviser agrees to review such materials by a reasonable and appropriate deadline. Neither the Adviser, nor the Funds nor any affiliate of the foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of their affiliates or any derivative or logo or trade or service xxxx thereofSub-Adviser, or disclose information related to the business of the Adviser or any of its subsidiaries and/or affiliates in material relating to any advertising or promotional materials without Sub-Adviser’s prior written approval, which will not be unreasonably withheld. In the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term event of termination of this Agreement, the Subadviser may use Adviser will continue to furnish to the Adviser’s or Sub-Adviser copies of any of the Trust’s name and above-mentioned materials that of their affiliates which merely refer in accurate terms any way to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royaltySub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the FundAdviser. The Subadviser acknowledges and agrees that provisions of this paragraph shall survive the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name The Sub-Adviser agrees to submit copies of all sales literature or appointment other material prepared for distribution to interest holders of the Subadviser Funds or language the public that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject refer in any way to the Adviser, the Fund, or the Trust to the Adviser at its principal office (or elsewhere, as provided by the Adviser) for review prior to use, and approval the Adviser agrees to review such materials by a reasonable and appropriate deadline. Neither the Sub-Adviser nor its affiliates will use the registered trademarks, service marks, logos, names or any other proprietary designations of the Subadviser(1) Adviser, its subsidiaries and/or affiliates in any advertising or promotional materials without Adviser’s prior written approval, which approval shall will not be unreasonably withheld, and or (2) the Subadviser agrees Funds or the Trust in any advertising or promotional materials without the Trust’s prior written approval, which will not be unreasonably withheld. In the event of termination of this Agreement, the Sub-Adviser will continue to use commercially reasonable efforts furnish to review all such material promptlythe Adviser and/or the Trust, but no later than ten days as applicable, copies of their receipt thereofany of the above-mentioned materials that refer in any way to the Adviser or the Trust. The provisions of this paragraph shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Locorr Investment Trust Sub Advisory Agreement (LoCorr Investment Trust), Sub Advisory Agreement (LoCorr Investment Trust)
Use of Names. The Sub-Subadviser shall not use the name, logo, insignia, or other identifying xxxx mark of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx mark thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Sub-Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Sub-Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Sub-Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Sub-Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Sub-Subadviser as a sub-subadviser to the Fund. The Sub-Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Sub-Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Sub-Subadviser with respect to the Sub-Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Sub-Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials materials, including those submitted to the Subadviser by the Adviser, referring to or containing information regarding the Sub-Subadviser shall be subject to the review and approval of the Sub-Subadviser, which approval shall not be unreasonably withheld, and the Sub-Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 2 contracts
Samples: Investment Sub Sub Advisory Agreement (Six Circles Trust), Investment Sub Sub Advisory Agreement (Six Circles Trust)
Use of Names. The Subadviser shall not owns the right to use the namenames "Xxxxxxxxx" and "AXA Xxxxxxxxx" in connection with investment-related services or products, logo, insignia, or other identifying xxxx of and such names may be used by the Trust, the Manager and the Fund or only with the Adviser or any consent of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related the Subadviser. The Subadviser consents to the business use by the Trust and the Manager of the Adviser or any names "Xxxxxxxxx" in the name of its affiliates in material relating to the Subadviser Fund and "AXA Xxxxxxxxx" in any manner not approved materials prepared in writing prior thereto by connection with the Adviser; providedFund, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For but only for so long as (i) this agreement shall remain in full force (except that the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser Manager and the Fund shall have a royalty-free license be permitted to use such names in reference to the Fund's former name and the Subadviser's former role as subadvisor for a reasonable transition period of not less than six months nor more than twelve months after the termination of this Agreement and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each of the Trust and Manager shall fully perform, fulfill and comply with all provisions of this agreement expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust or the Manager at any time or in any place or for any purposes or under any conditions except as provided in this section. The foregoing limited authorization by the Subadviser to the Trust and Manager to use the names "Xxxxxxxxx" and/or "AXA Xxxxxxxxx" is not exclusive of the right of the Subadviser itself to use, or to authorize others to use, said names; the Trust and Manager acknowledge and agree that as among the Subadviser, the Trust and the Manager, the Subadviser has the exclusive right to use, or to authorize others to use, said names; and the Trust and Manager agree, on behalf of the Fund, to take such action as may reasonably be requested by the Subadviser to give full effect to the provisions of this section (including, without limitation, consenting to such use of said names). Without limiting the generality of the foregoing, the Trust and Manager agree that, upon any termination of this agreement or upon the violation of any of its provisions by the Trust or Manager, each of the Trust and Manager will use its best efforts to change the name of the SubadviserTrust and Fund so as to eliminate all reference, including if any, to the names "Xxxxxxxxx" and "AXA Xxxxxxxxx" and will not thereafter transact any short-business in a name containing the name "Xxxxxxxxx" or "AXA Xxxxxxxxx" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to otherwise use the name "Xxxxxxxxx" or "AXA Xxxxxxxxx" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Subadviser in any newly printed materials (except as may Trust and Manager shall be reasonably necessary to comply with applicable law binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or as required in connection with through it and shall survive the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.4
Appears in 1 contract
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying xxxx, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of Harbor funds, 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 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, 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 Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. XXXXXXXX ASSOCIATES LLC HARBOR LONG-TERM GROWERS ETF FEBRUARY 2, together 2022 If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this letter and return one such counterpart to the Fund and the other general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this letter shall become a binding contract. HARBOR ETF TRUST ON BEHALF OF HARBOR LONG-TERM GROWERS ETF By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. XxXxxx, without limitationPresident HARBOR CAPITAL ADVISORS, a general description INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, President The foregoing Agreement is hereby accepted as of the date thereof. XXXXXXXX ASSOCIATES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President and Chief Operating Officer XXXXXXXX ASSOCIATES LLC HARBOR LONG-TERM GROWERS ETF FEBRUARY 2, 2022 SCHEDULE A You will receive an advisory fee based on the Fund’s average daily net asset value, which is equal on an annual basis to: 52 Basis Points on the first $50 million 28 Basis Points on the next $50 million 25 Basis Points on the next $300 million 22 Basis Points on the next $8.6 billion 21 Basis Points thereafter However, in the event that the following fee schedule as set forth below would result in a lower total advisory fee (based on the Fund’s average daily net asset value) for any quarterly period, the fee due to you shall be calculated in accordance with the following fee schedule for that quarterly period: 75 Basis Points on the first $10 million 50 Basis Points on the next $30 million 35 Basis Points on the next $25 million 25 Basis Points on the next $335 million 22 Basis Points on the next $600 million 20 Basis Points on assets over $1 billion 25 Basis Points on assets in excess of $5 billion In the event that this Agreement commences or terminates during any portion of a year, the fee due to you shall be prorated based upon the number of days the Agreement was in effect. Notwithstanding anything to the contrary in this Schedule A, you will offer to the Adviser any more favorable asset-based effective fee rates that are provided to your other registered investment program company clients (multiple relationships or single client) for investment strategies substantially similar to that utilized by the Fund, excluding (i) clients with fees that are structured to include a performance-based fee, and (ii) registered investment company clients sponsored by your affiliates (defined as entities controlling you, controlled by you or under common control with you) that serve as funding vehicles for variable annuity products for which you serve as adviser or subadviser; provided the fee arrangements for such clients do not permit the aggregation of assets for different mandates for the same client for purposes of computing the effective fee rates for those clients. Determinations as to whether this paragraph shall apply to particular client arrangements shall be made in good faith. Such offer shall be made as soon as practicable after a more favorable asset based effective fee rate is provided for any of the Subadviser with respect above-specified clients. Should such more favorable fee arrangements be offered to the Subadviser Assetsabove-specified clients, the Adviser will be notified within 30 business days after such new fee arrangements are established. The Adviser For the avoidance of doubt, the Long-Term Growers strategy pursued by the Fund shall not be deemed to be substantially similar to any investment strategy provided by you to Harbor or any other of your registered investment company clients as of the date of this Agreement. XXXXXXXX ASSOCIATES LLC HARBOR LONG-TERM GROWERS ETF FEBRUARY 2, 2022 For purposes of calculating the fee payable hereunder, the assets invested by you in the large cap growth portfolio of the Harbor Capital Group Trust for Defined Benefit Plans (the “Trust LCG Portfolio”), the Harbor Capital Appreciation Fund (the “Mutual Fund”), the Harbor Capital Appreciation CIT (the “CIT”), and the Fund shall cease to use be aggregated. The total fee for the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject calculated by applying the above fee schedules to the review and approval Average Quarterly Combined Assets (as defined below) in order to determine an effective fee rate. This fee rate will be applied to the assets in the Fund’s portfolio. Fees are billed at the end of the Subadvisereach calendar quarter, which approval shall not be unreasonably withheldpaid quarterly in arrears, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten net 30 days following receipt of their receipt thereofeach quarterly invoice.
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the each Fund remains in existence and the Subadviser is providing the services set forth hereinyou serve as subadviser to each Fund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying xxxx, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for Harbor Funds (collectively, “Materials”), subject to the terms of this paragraph 14. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to each Fund or including you in a listing of entities that serve as subadvisers to the Fundseries of Harbor Funds, 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 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, 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 Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 1 contract
Samples: Harbor Funds
Use of Names. The Subadviser parties agree and acknowledge that the Sub-Advisor is the sole owner of the name and mark "Salomon Brothers Asset Managemenx Xxc" xxx xxxx xxx xxe 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 Mark") under this Agreement shall inurx xx the benefit of the Sub-Advisor. The use by the Trust on its own behalf or on behalf of the Fund of any Sub-Advisor Mark in any advertisement or sales litxxxxure or other 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 investing public in any disclosure document, advertisement or sales literature or other materials promoting the Fund. Such consent shall not be required for any documents or other materials intended for use by the nameTrust'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, logo, insigniasales 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 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 identifying xxxx 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 affiliates for use in Sales Material prepared by WM Advisors or its affiliates. Consent by the Sub-Advisor to such use of any Sub-Advisor Mark and any such representation shall xxx be unreasonably withheld and shall be deemed to be given if no written objection is received by the Trust, the Fund or WM Advisors within 5 business days after the Adviser request is made by the Trust, the Fund or WM Advisors for such use of any Sub-Advisor Mark or any such representation. Upon xxxxination of their this Agreement for any reason, the Trust and WM Advisors shall cease all use of any Sub-Advisor Mark(s) as soon as reasonably practicaxxx. If WM Advisors or the Fund makes an unauthorized use of the Sub-Advisor's names, derivatives, logos, trademarks, service marks or trade names, the parties acknowledge that the Sub-Advisor shall suffer irreparable hardship for which monetary damages are inadequate and thus, the Sub-Advisor will be entitled to injunctive relief. The Sub-Advisor agrees and acknowledges that (i) the Trust is the sole owner of the corporate name, associated good will and other rights in various jurisdictions of the name "WM Variable Trust" and (ii) WM Advisors is the sole owner of the name, associated good will and other rights in various jurisdictions of the name "WM Advisors, Inc." and that any and all use of any designation comprised in whole or in part of "WM Trust Variable" or "WM Advisors, Inc." (each a "WM Mark") under this Agreement shall inurx xx the benefit of the Trust or WM Advisors, respectively. The use by the Sub-Advisor on its own behalf of any WM Mark in any advertisement or sales litxxxxure or other materials promoting the Sub-Advisor shall be with the written consent of the Trust or WM Advisors, respectively. The Sub-Advisor shall not, without the consent of the Trust or WM Advisors, as applicable, make representations regarding the Trust, the Fund or WM Advisors in any disclosure document, advertisement or sales literature or other materials promoting the Sub-Advisor. Sub-Advisor agrees it will review with the Trust or WM Advisors, as applicable, any advertisement, sales literature, or other material prior to its use that makes reference to the Trust, WM Advisors, or any affiliates or any derivative or logo name(s), derivatives, logos, trademarks, service marks or trade or service xxxx names thereof, or disclose information related it being understood that neither the Trust nor WM Advisors shall have any responsibility to ensure the business adequacy of the Adviser form or any content of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment such materials for purposes of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order 1940 Act or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules laws and regulations. Notwithstanding the foregoing, together with other general WM Advisors shall be responsible for ensuring the adequacy and accuracy of information regarding the Subadviser and about WM Advisors, its affiliates, includingthe Trust or the Funds provided to Sub-Advisor for use in Sales Material prepared by Sub-Advisor. Consent by the Trust and WM Advisors to such use of any WM Mark and any such representations shalx xxt be unreasonably withheld and shall be deemed to be given if no written objection is received by the Sub-Advisor within 5 business days after the request by the Sub-Advisor is made for such use of any WM Mark or any such representations. Upon xxxmination of this Agreement for any reason, without limitation, a general description the Sub- Advisor shall cease any and all use of any WM Mark as soon as reasonably practicable. If Sub-Advisor makes an unauthorized use of the investment program of Trust's or WM Advisor's names, derivatives, logos, trademarks, service marks or trade names, the Subadviser with respect parties acknowledge that the Trust or WM Advisors, as applicable, shall suffer irreparable hardship for which monetary damages are inadequate and thus, the Trust or WM Advisors, as applicable, will be entitled to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofinjunctive relief.
Appears in 1 contract
Samples: Sub Advisory Agreement (Principal Variable Contracts Fund Inc)
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying mark, xxx trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, 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 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 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 Licensed IP for review by you, from time to time, upon your reasonable request. QUANTIX COMMODITIES LP HARBOR CAYMAN ENERGY TRANSITION LTD JULY 13, 2022 The Adviser agrees that it will not edit, excerpt or modify the Licensed IP in any way. The Subadviser Adviser acknowledges and that it will acquire no right, title or interest to the Licensed IP or any of the goodwill associated therewith. The Adviser further agrees that it will be responsible for ensuring that all Materials containing the Adviser, the Fund and the Fund’s distributor will use such names in communications about Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. QUANTIX COMMODITIES LP HARBOR CAYMAN ENERGY TRANSITION LTD JULY 13, together 2022 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, without limitationTHIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, a general description AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. HARBOR CAYMAN ENERGY TRANSITION LTD By: /s/ Charlex X. XxXxxx Charlex X. XxXxxx, Xxxxident HARBOR CAPITAL ADVISORS, INC. By: /s/ Kristox Xxxxxx Kristox Xxxxxx, Xxxxident The foregoing Agreement is hereby accepted as of the investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.QUANTIX COMMODITIES LP By: /s/ Don J. Xxxxxxx Name: Don J. Xxxxxxx Title: CIO - Quantix
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser Sub-Adviser shall not use the name, logo, insignia, or other identifying xxxx of the Trust, the Fund Trust or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser Sub-Adviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term Adviser hereby approves of this Agreement, the Subadviser may use the Adviser’s all uses of its or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser Sub-Adviser hereunder or which are required by the SEC, SEC or a state securities commission. The Adviser and the Trust agree that the name “Massachusetts Financial Services Company” or “MFS Investment Management”, lawthe names of any affiliates of the Sub-Adviser and any derivative or logo, regulationinsignia, court order or other similar request trademark or demand service xxxx or as otherwise permitted pursuant trade name are the valuable property of the Sub-Adviser and its affiliates. The Sub-Adviser hereby grants the Adviser and the Trust the right to use such name(s), derivatives, logos, insignia, trademarks or service marks or trade names during the term of this Agreement. For so long as The Adviser shall not use the Fund remains name, logo, insignia, trademark, service xxxx, or other identifying xxxx of the Sub-Adviser or any of its affiliates in existence and any prospectus, sales literature or other material relating to the Subadviser is providing Trust in any manner not approved prior thereto by the services set forth hereinSub-Adviser; provided, however, that the Sub-Adviser hereby approves of all uses of its name which merely refer in accurate terms to the appointment of the Sub-Adviser hereunder or which are required by the SEC or a state securities commission. Upon termination of this Agreement, the Adviser and the Fund Trust shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall forthwith cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law such name(s), derivatives, logos, trademarks or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name service marks or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereoftrade names.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Brinker Capital Destinations Trust)
Use of Names. The Subadviser shall not Sub-Adviser acknowledges that it has no rights to the name “LoCorr” and the Sub-Adviser will make no use of such name without the name, logo, insignia, or other identifying xxxx express written consent of the Trust, the Fund or the Adviser, as the case may be; provided that the Sub-Adviser shall be entitled to use the Fund’s name and the name “LoCorr” in the Sub-Adviser’s Form ADV or any other document required to be filed with any governmental agency or self-regulatory organization and in connection with performing the Sub-Adviser’s obligations under this Agreement. The Adviser agrees to submit copies of all proposed prospectuses , proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to interest holders of the Fund or the public that refer in any way to the Sub-Adviser (other than identifying the name of the Sub-Adviser as a sub-adviser to the Fund) to the Sub-Adviser at its principal office (or to an alternate address provided by the Sub-Adviser) for review prior to use, and the Sub-Adviser agrees to review such materials by a reasonable and appropriate deadline. The Sub-Adviser shall not be liable for any disclosures or descriptions included in any of the foregoing materials that relate to the Sub-Adviser or the Sub-Advised Assets for which it did not have an opportunity to review and correct any information contained therein. None of their affiliates the Adviser, the Trust, the Fund or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business affiliate of the Adviser foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of Sub-Adviser, its subsidiaries and/or affiliates in material relating to any advertising or promotional materials without Sub-Adviser’s prior written approval, which will not be unreasonably withheld. In the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term event of termination of this Agreement, the Subadviser may use Adviser will continue to furnish to the Adviser’s or Sub-Adviser copies of any of the Trust’s name and above-mentioned materials that of their affiliates which merely refer in accurate terms any way to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royaltySub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the FundAdviser. The Subadviser acknowledges and agrees that provisions of this paragraph shall survive the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name The Sub-Adviser agrees to submit copies of all sales literature or appointment other marketing material of the Subadviser or language Sub-Adviser that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject refer in any way to the Adviser, the Fund, or the Trust to the Adviser at its principal office (or to an alternate address provided by the Adviser) for review prior to use, and the Adviser agrees to review such materials by a reasonable and appropriate deadline. The Adviser, the Trust or the Fund, as applicable, shall not be liable for any disclosures or descriptions included in any of the foregoing materials that relate to the Sub-Adviser or the Sub-Advised Assets for which it did not have an opportunity to review and approval correct any information contained therein, unless such disclosures or descriptions are consistent with those included in public filings or materials provided to the Sub-Adviser. Neither the Sub-Adviser nor any of its affiliates will use the Subadviserregistered trademarks, service marks, logos, names or any other proprietary designations of (1) Adviser, its subsidiaries and/or affiliates in any advertising or promotional materials without Adviser’s prior written approval, which approval shall will not be unreasonably withheld, and or (2) the Subadviser agrees Fund or the Trust in any advertising or promotional materials without the Trust’s prior written approval, which will not be unreasonably withheld. In the event of termination of this Agreement, the Sub-Adviser will continue to use commercially reasonable efforts furnish to review all such material promptlythe Adviser and/or the Trust, but no later than ten days as applicable, copies of their receipt thereofany of the above-mentioned materials that refer in any way to the Adviser or the Trust. The provisions of this paragraph shall survive the termination of this Agreement.
Appears in 1 contract
Use of Names. The Subadviser shall not use Sub-Adviser hereby consents to the name, logo, insignia, or other identifying xxxx Portfolio being named Capital Guardian Global. The Investment Adviser acknowledges and agrees that the names "Capital Guardian Trust Company," "Capital Guardian," and any of the Trust, other names of the Fund or the Sub-Adviser or any of its affiliated companies, and their affiliates or respective officers, directors and employees (the "Sub-Adviser's Affiliates"), and any derivative or logo or trade or service xxxx thereofthereof (collectively, the "Names and Trademarks"), are the valuable property of the Sub-Adviser and the Sub-Adviser's Affiliates. The Investment Adviser shall not have the right to use the Names and Trademarks without the prior, express, written consent of the Sub-Adviser, which such consent shall not be unreasonably withheld for the period of time of which this Agreement is in effect; provided, however, that the Sub-Adviser hereby approves all uses of the Names and Trademarks which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission. Immediately, upon the termination of this Agreement, the Investment Adviser shall cease to use such Names and Trademarks. The Investment Adviser agrees that it will review with the Sub-Adviser any advertisement, sales literature or notice prior to its use or publication that makes reference to the Names and/or Trademarks, so that the Sub-Adviser may review the context in which the Names and/or Trademarks are being referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for the purposes of the 1940 Act or other applicable laws or regulations. If the Investment Adviser of the Portfolio makes any unauthorized use of, or disclose information related reference to, the Names or the Trademarks the Investment Adviser acknowledges that the Sub-Adviser shall suffer irreparable harm for which monetary damages may not be completely adequate, and therefore the Sub-Adviser may also be entitled to injunctive relief. The Sub-Adviser shall not use the business name of the Fund or the Investment Adviser or in any of its affiliates in material relating to the Subadviser Sub-Adviser in any manner not approved in writing prior thereto by the Investment Adviser; provided, however, that during the term Investment Adviser hereby approves all uses of this Agreement, the Subadviser may use the Adviser’s its or the Trust’s Fund's name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser Sub-Adviser hereunder or which are required by the SEC, SEC or a state securities commissioncommission or banking regulator; and, lawprovided, regulationfurther, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains that in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund no event shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld. The Investment Adviser recognizes that from time to time directors, officers and employees of the 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 "Capital Guardian Trust Company" or any derivative or abbreviation thereof as part of their name, and that the Subadviser agrees to use commercially reasonable efforts to review all Sub-Adviser or the Sub-Adviser's Affiliates may enter into investment advisory, administration or other agreements with such material promptly, but no later than ten days of their receipt thereofother entities.
Appears in 1 contract
Samples: Sub Advisory Agreement (Aegon/Transamerica Series Fund Inc)
Use of Names. The Subadviser shall not Adviser hereby authorizes the Manager to use the namefollowing branded name – “Xxxxxx Xxxxxxx” – in the Portfolio’s Prospectus and Statement of Additional Information, logo, insignia, as well as in any advertisement or other identifying xxxx sales literature used by the Manager or its agents to promote the Portfolio and/or to provide information to shareholders of the TrustPortfolio (“Portfolio Material”), the Fund or for so long as the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related is an investment adviser to the business of Portfolio. The Manager agrees not to use the Adviser or any of its affiliates in material relating to the Subadviser name “Xxxxxx Xxxxxxx” in any manner not Portfolio Material unless permitted and approved in writing prior thereto by the Adviser; provided, however, that during the term 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 name “Xxxxxx Xxxxxxx” 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 Subadviser may Manager and the Portfolio shall, as soon as is reasonably possible, cease to use the Adviser’s MS Names. The Adviser shall not use the name of the Trust, the Manager or any of their affiliates in any material relating to the Adviser in any manner not approved prior thereto by the Manager; provided, however, that the Manager shall approve all uses of its or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser Adviser hereunder or which are required by the SEC, SEC or a state securities commission; and, lawprovided, regulationfurther, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains that in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund no event shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 1 contract
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I)
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as a subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any shortshort form thereof, logo or other identifying xxxx, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Trust (collectively, “Materials”), subject to the terms of this paragraph 13. Notwithstanding anything else to the contrary herein, you shall retain a right to use the investment performance and track record of the Advisory Account, but not of the Fund (including in your marketing materials) to the extent permitted by law. Further, for the avoidance of doubt, you shall have a non-form of such exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the Advisory Account or the Adviser’s 4BIO PARTNERS LLP DECEMBER 1, 2021 name, or including any combination or derivation short form thereof, limited logo or other identifying xxxx, and trade name (collectively, the “Advisers’ IP”) solely for the purpose of identifying the Subadviser Fund and/or the Adviser as clients and as required by applicable law, subject to the terms of this paragraph 13. You shall be entitled to retain a copy and use records of each of its transactions and other records pertaining to the Advisory Account as are necessary to support any such uses of the investment performance and track record. 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 FundFund or including you in a listing of entities that serve as subadvisers to the series of the Trust, 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 to review such samples of Marketing Materials within five business days of their receipt. Following your review and approval of a sample of any Materials containing the Licensed, 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 Trust, 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 Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. You agree that you will not edit, together with other general information regarding excerpt or modify the Subadviser and its affiliatesAdviser’s IP in any way. You acknowledge that you will acquire no right, including, without limitation, a general description title or interest to the Adviser’s IP or any of the investment program of goodwill associated therewith. You further agree that you will be responsible for ensuring that all materials containing the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to Adviser’s IP which are used for marketing will comply with applicable law or as required laws, rules and regulations. 4BIO PARTNERS LLP DECEMBER 1, 2021 If you are in connection agreement with the Trust’s standard reporting) promptly upon termination foregoing, please sign the form of acceptance on the accompanying counterpart of this AgreementAgreement and return one such counterpart to the Fund and the other such counterpart to the Adviser, whereupon this Agreement shall become a binding contract. Other than materials which contain only the name or appointment 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 of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Informationdate thereof. 4BIO PARTNERS LLP By: Name: Title: 4BIO PARTNERS LLP DECEMBER 1, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.2021 SCHEDULE A FUNDS Harbor Disruptive Innovation ETF
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying mark, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, 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 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 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 Licensed IP for review by you, from time to time, upon your reasonable request. The Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. QUANTIX COMMODITIES LP EMBARK COMMODITY STRATEGY FUND JANUARY 17, together 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, without limitationTHIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, a general description AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. HARBOR FUNDS II ON BEHALF OF EMBARK COMMODITY STRATEGY 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 investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.QUANTIX COMMODITIES LP By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: CIO
Appears in 1 contract
Samples: Harbor Funds II
Use of Names. The Subadviser Trust, Adviser and Sub-Adviser acknowledge that all rights to the name "LoCorr" belong to the Adviser and all rights to the name “Revolution” 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 name "LoCorr" or “Revolution”, respectively, shall not automatically cease on the 90th day following the termination of this Agreement. The right to the name may also be withdrawn by the Adviser or Sub-Adviser during the term of the 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 namename "LoCorr" or the Sub-Adviser’s right to use the name “Revolution” in the name of, logoor in connection with, insigniaany other business enterprises with which, respectively, the Adviser or Sub-Adviser or may become 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, proxy statements, reports to shareholders, sales literature, or other identifying xxxx material prepared for distribution to interest holders of the Trust, the Fund or the public that refer in any way to the Sub-Adviser (other than identifying the Sub-Adviser as Sub-Adviser to the Fund) to the Sub-Adviser at its principal office for review prior to use, and the Sub-Adviser agrees to review such materials by a reasonable and appropriate deadline. Neither the Adviser, nor the Fund nor any affiliate of the foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of their Sub-Adviser, its subsidiaries and/or affiliates or any derivative or logo or trade or service xxxx thereof(collectively, or disclose information related to the business of the “Sub-Adviser or any of its affiliates in material relating to the Subadviser Marks”) in any manner advertising or promotional materials without Sub-Adviser’s prior written approval, which will not approved in writing prior thereto by be unreasonably withheld. In the Adviser; provided, however, that during the term event of termination of this Agreement, the Subadviser may use Adviser will continue to furnish to the Adviser’s or Sub-Adviser copies of any of the Trust’s name and above-mentioned materials that of their affiliates which merely refer in accurate terms any way to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royaltySub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the FundAdviser. The Subadviser acknowledges and agrees that provisions of this paragraph shall survive the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 1 contract
Use of Names. The Subadviser shall not use the name, logo, insignia, or other identifying xxxx of maxx xf the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereofmaxx xhereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Six Circles Trust)
Use of Names. The Subadviser No party shall not use the name, logo, insignia, or other identifying xxxx of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo trademark or trade or service xxxx thereof, or disclose information related to the business name of the Adviser another party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-mutually agreed short form of such name, or any combination or derivation thereof, limited logo or other identifying xxxx, and trade name as supplied by you for this purpose (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for Harbor Funds (collectively, “Materials”), subject to the terms of this paragraph 14. During the term of this Agreement the Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of Harbor Funds, 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 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 MARATHON ASSET MANAGEMENT LLP HARBOR EMERGING MARKETS EQUITY FUND SEPTEMBER 23, 2020 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, provided that the modifications do not materially change the character or substance of the Materials or the context in which the Licensed IP is used in them. 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 Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. MARATHON ASSET MANAGEMENT LLP HARBOR EMERGING MARKETS EQUITY FUND SEPTEMBER 23, together 2020 If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this letter and return one such counterpart to the Fund and the other general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this letter shall become a binding contract. HARBOR FUNDS ON BEHALF OF HARBOR EMERGING MARKETS EQUITY FUND By: Xxxxxxx X. XxXxxx, without limitationPresident HARBOR CAPITAL ADVISORS, a general description INC. By: Xxxxx X. Xxxxxxx, Executive Vice President The foregoing Agreement is hereby accepted as of the investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.MARATHON ASSET MANAGEMENT LLP By: Name: Title:
Appears in 1 contract
Samples: Harbor Funds
Use of Names. The Subadviser shall not use Trust and the Investment Adviser acknowledge that the Sub-Adviser or its affiliates own all right, title and interest in and to the name, logotrademark and service marks “Gradient” and own (or will own prior to use) all other tradenames, insigniatrademarks and service marks that may be used by the Sub-Adviser in performing its obligations under this Agreement (collectively the “Gradient Licensed Marks”). The Sub-Adviser hereby grants to the Investment Adviser and the Trust and their affiliates a non-exclusive, or other identifying xxxx royalty-free, worldwide license to use the Gradient Licensed Marks in connection with the business operations of the TrustTrust and their performance of services contemplated under this Agreement, subject to the terms and conditions set forth in this Agreement. In addition, the Fund or Investment Adviser and the Trust may refer in advertising and promotional materials to the identity of the Sub-Adviser or and the services provided by the Sub-Adviser to the Investment Adviser and the Funds, which references shall not differ in substance from those included in any Fund’s Registration Statement and this Agreement, with the prior permission of their affiliates or Sub-Adviser, which shall not be unreasonably withheld. The Investment Adviser shall submit to the Sub-Adviser for its review and approval all such public informational materials relating to the Funds that refer to any derivative registered mark or logo or trade or service xxxx thereof, or disclose information related to the business other proprietary designation of the Sub-Adviser. Approval shall not be unreasonably withheld by the Investment Adviser and notice of approval or any of its affiliates in material relating to disapproval will be provided promptly by the Subadviser Sub-Adviser and in any manner not approved in writing prior thereto event within ten (10) business days of receipt of such material by the Sub-Adviser; providedif the Sub-Adviser has not objected to such use within such period, however, that during the term it will be deemed to have approved such use. Upon termination of this Agreement, the Subadviser may Trust and the Investment Adviser shall cease to use the Adviser’s such registered marks, logos or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment other proprietary designations of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Sub-Adviser and the Fund license contained herein shall have terminate. The Trust and the Sub-Adviser acknowledge that the Investment Adviser or its affiliates own all right, title and interest in and to the name, trademark and service marks and own (or will own prior to use) all other tradenames, trademarks and service marks that may be used by the Investment Adviser in performing its obligations under this Agreement (collectively the “Investment Adviser Licensed Marks”). The Investment Adviser hereby grants to the Sub-Adviser and its affiliates a non-exclusive, royalty-free free, worldwide license to use the Investment Adviser Licensed Marks in connection with Sub-Adviser’s performance of the services contemplated under this Agreement, subject to the terms and conditions set forth in this Agreement. The Sub-Adviser shall submit to the Investment Adviser for its review all such public informational materials relating to the Funds, the Investment Adviser or the services provided by the Sub-Adviser under this Agreement or that refer to any registered mark or logo or other proprietary designation of the Investment Adviser or the Trust. Approval shall not be unreasonably withheld by the Investment Adviser and notice of approval or disapproval will be provided promptly and in any event within ten (10) business days of receipt of such material by the Investment Adviser; if the Investment Adviser has not objected to such use within such period, it will be deemed to have approved such use. Upon termination of this Agreement, the Sub-Adviser shall cease to use such registered marks, logos or other proprietary designations of the Investment Adviser and the Trust and the license contained herein shall terminate. Notwithstanding the foregoing, the approval of a party shall not be required for the use of its name by any other party which (a) merely refers in accurate or factual terms to the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names party in communications about the Fund to current and prospective investors in accordance connection with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser role with respect to the Subadviser Assets. The Adviser and Trust or the Fund shall cease to use the name of the Subadviser in Fund, or (b) is required by any newly printed materials (except as may be reasonably necessary to comply with applicable law regulatory, governmental or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofjudicial authority.
Appears in 1 contract
Samples: Investment Advisory Agreement (Innovator ETFs Trust)
Use of Names. The Subadviser A party to this Agreement shall not use the name, logo, insignia, or other identifying xxxx of the other party to this Agreement, including the Trust, the Fund or the Adviser Adviser, American Funds and the American Funds Insurance Series group of mutual funds or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating to the Subadviser other party in any manner not approved in writing prior thereto by the Adviserdisclosing party; provided, however, that during the term of this Agreement, the Subadviser each party may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of relationship between the Subadviser parties hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof; it being agreed that it is the Adviser’s responsibility to ensure the adequacy of the form such materials for purposes of the Advisers Act or other applicable laws and regulations.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Six Circles Trust)
Use of Names. The Subadviser shall not use Trust and the Investment Adviser acknowledge that the Sub-Adviser or its affiliates own all right, title and interest in and to the name, logotrademark and service marks “Milliman” and “Milliman Protection Strategy” and own (or will own prior to use) all other tradenames, insigniatrademarks and service marks that may be used by the Sub-Adviser in performing its obligations under this Agreement (collectively the “Milliman Licensed Marks”). The Sub-Adviser hereby grants to the Investment Adviser and the Trust and their affiliates a non-exclusive, or other identifying xxxx royalty-free, worldwide license to use the Milliman Licensed Marks in connection with the business operations of the TrustTrust and their performance of services contemplated under this Agreement, subject to the terms and conditions set forth in this Agreement. In addition, the Fund or Investment Adviser and the Trust may refer in advertising and promotional materials to the identity of the Sub-Adviser or and the services provided by the Sub-Adviser to the Investment Adviser and the Funds, which references shall not differ in substance from those included in any Fund’s Registration Statement and this Agreement, with the prior permission of their affiliates or Sub-Adviser, which shall not be unreasonably withheld. The Investment Adviser shall submit to the Sub-Adviser for its review and approval all such public informational materials relating to the Funds that refer to any derivative registered xxxx or logo or trade or service xxxx thereof, or disclose information related to the business other proprietary designation of the Sub-Adviser. Approval shall not be unreasonably withheld by the Investment Adviser and notice of approval or any of its affiliates in material relating to disapproval will be provided promptly by the Subadviser Sub-Adviser and in any manner not approved in writing prior thereto event within ten (10) business days of receipt of such material by the Sub-Adviser; providedif the Sub-Adviser has not objected to such use within such period, however, that during the term it will be deemed to have approved such use. Upon termination of this Agreement, the Subadviser may Trust and the Investment Adviser shall cease to use the Adviser’s such registered marks, logos or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment other proprietary designations of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Sub-Adviser and the Fund license contained herein shall have terminate. The Trust and the Sub-Adviser acknowledge that the Investment Adviser or its affiliates own all right, title and interest in and to the name, trademark and service marks “American Funds,” “American Funds Insurance Series” and “Capital Research and Management Company” and own (or will own prior to use) all other tradenames, trademarks and service marks that may be used by the Investment Adviser in performing its obligations under this Agreement (collectively the “Investment Adviser Licensed Marks”). The Investment Adviser hereby grants to the Sub-Adviser and its affiliates a non-exclusive, royalty-free free, worldwide license to use the Investment Adviser Licensed Marks in connection with Sub-Adviser’s performance of the services contemplated under this Agreement, subject to the terms and conditions set forth in this Agreement. The Sub-Adviser shall submit to the Investment Adviser for its review all such public informational materials relating to the Funds, the Investment Adviser or the services provided by the Sub-Adviser under this Agreement or that refer to any registered xxxx or logo or other proprietary designation of the Investment Adviser or the Trust. Approval shall not be unreasonably withheld by the Investment Adviser and notice of approval or disapproval will be provided promptly and in any event within ten (10) business days of receipt of such material by the Investment Adviser; if the Investment Adviser has not objected to such use within such period, it will be deemed to have approved such use. Upon termination of this Agreement, the Sub-Adviser shall cease to use such registered marks, logos or other proprietary designations of the Investment Adviser and the Trust and the license contained herein shall terminate. Notwithstanding the foregoing, the approval of a party shall not be required for the use of its name by any other party which (a) merely refers in accurate or factual terms to the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names party in communications about the Fund to current and prospective investors in accordance connection with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser role with respect to the Subadviser Assets. The Adviser and Trust or the Fund shall cease to use the name of the Subadviser in Fund, or (b) is required by any newly printed materials (except as may be reasonably necessary to comply with applicable law regulatory, governmental or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofjudicial authority.
Appears in 1 contract
Samples: Investment Advisory and Service Agreement (American Funds Insurance Series)
Use of Names. The Subadviser shall not use Financial Intermediary, its designee and its affiliates will not, without the nameprior written approval of Distributor, logomake public references to A I M Management Group Inc., insignia, its successors or other identifying xxxx of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser assigns or any of its affiliates in material relating subsidiaries (“AIM Management”) or to the Subadviser Funds (collectively the “Fund Entities”). Any brochure or other communication to the public that mentions the Fund Entities shall be submitted to the compliance officer of Distributor or its affiliate, for written approval prior to use by Financial Intermediary or its designee or affiliates. Financial Intermediary shall provide copies to Distributor or its affiliate’s compliance officer of any of its regulatory filings that include any reference to the Fund Entities. If Financial Intermediary, its designee or its affiliates should make unauthorized references or representations, Financial Intermediary agrees to indemnify and hold harmless the Fund Entities from any claims, losses, expenses or liability arising in any manner way out of or connected in any way with such unauthorized references or representations. This requirement shall not approved apply to a simple list including the name of any Fund Entity. Furthermore, in writing all such circumstances, it is the sole responsibility of Financial Intermediary and its designee to ensure that all references to Fund Entities are correct and current. Distributor, its designee and its affiliates will not, without the prior thereto by the Adviser; providedwritten approval of Financial Intermediary, howevermake public references to Nationwide Financial Services, that during the term Inc., its successors or assigns or any of this Agreement, the Subadviser may use the Adviser’s its subsidiaries. Any brochure or the Trust’s name and that of their affiliates which merely refer in accurate terms other communication to the appointment public that mentions the Financial Intermediary shall be submitted to the compliance officer of the Subadviser hereunder Financial Intermediary or which are required by the SECits affiliate, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license for written approval prior to use by Distributor or its designee or affiliates. If Distributor, its designee or its affiliates should make unauthorized references or representations, Distributor agrees to indemnify and hold harmless the Financial Intermediary from any claims, losses, expenses or liability arising in any way out of or connected in any way with such unauthorized references or representations. This requirement shall not apply to a simple list including the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofFinancial Intermediary.
Appears in 1 contract
Samples: Financial Support Agreement (Nationwide Variable Account)
Use of Names. The Subadviser shall not use Sub-Adviser hereby consents to the name, logo, insignia, or other identifying xxxx Portfolio being named Capital Guardian Value. The Investment Adviser acknowledges and agrees that the names "Capital Guardian Trust Company," "Capital Guardian," and any of the Trust, other names of the Fund or the Sub-Adviser or any of its affiliated companies, and their affiliates or respective officers, directors and employees (the "Sub-Adviser's Affiliates"), and any derivative or logo or trade or service xxxx thereofthereof (collectively, the "Names and Trademarks"), are the valuable property of the Sub-Adviser and the Sub-Adviser's Affiliates. The Investment Adviser shall not have the right to use the Names and Trademarks without the prior, express, written consent of the Sub-Adviser, which such consent shall not be unreasonably withheld for the period of time of which this Agreement is in effect; provided, however, that the Sub-Adviser hereby approves all uses of the Names and Trademarks which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission. Immediately, upon the termination of this Agreement, the Investment Adviser shall cease to use such Names and Trademarks. The Investment Adviser agrees that it will review with the Sub-Adviser any advertisement, sales literature or notice prior to its use or publication that makes reference to the Names and/or Trademarks, so that the Sub-Adviser may review the context in which the Names and/or Trademarks are being referred to, it being agreed that the Sub-Adviser shall have no responsibility to ensure the adequacy of the form or content of such materials for the purposes of the 1940 Act or other applicable laws or regulations. If the Investment Adviser of the Portfolio makes any unauthorized use of, or disclose information related reference to, the Names or the Trademarks the Investment Adviser acknowledges that the Sub-Adviser shall suffer irreparable harm for which monetary damages may not be completely adequate, and therefore the Sub-Adviser may also be entitled to injunctive relief. The Sub-Adviser shall not use the business name of the Fund or the Investment Adviser or in any of its affiliates in material relating to the Subadviser Sub-Adviser in any manner not approved in writing prior thereto by the Investment Adviser; provided, however, that during the term Investment Adviser hereby approves all uses of this Agreement, the Subadviser may use the Adviser’s its or the Trust’s Fund's name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser Sub-Adviser hereunder or which are required by the SEC, SEC or a state securities commissioncommission or banking regulator; and, lawprovided, regulationfurther, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains that in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund no event shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld. The Investment Adviser recognizes that from time to time directors, officers and employees of the 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 "Capital Guardian Trust Company" or any derivative or abbreviation thereof as part of their name, and that the Subadviser agrees to use commercially reasonable efforts to review all Sub-Adviser or the Sub-Adviser's Affiliates may enter into investment advisory, administration or other agreements with such material promptly, but no later than ten days of their receipt thereofother entities.
Appears in 1 contract
Samples: Sub Advisory Agreement (Aegon/Transamerica Series Fund Inc)
Use of Names. The Subadviser Sub-Adviser shall not use the name, trademarks, service mxxx, logo, insignia, or other identifying xxxx mxxx of the Trust, the Fund Trust or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser Sub-Adviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term Adviser hereby approves of this Agreement, the Subadviser may use the Adviser’s all uses of its or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser Sub-Adviser hereunder or which are required by the SEC, SEC or a state securities commission, law, regulation, court order . Materials which have been previously approved or other similar request those that only refer to the Trust’s or demand the Adviser’s name or as otherwise permitted pursuant logo are not subject to this Agreementsuch prior approval provided the Sub-Adviser shall ensure that such materials are consistent with those which were previously approved by the Adviser. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, The Sub-Adviser hereby grants the Adviser and the Fund shall have a royalty-free free, non-exclusive, non-transferable (with no right to sublicense) limited license to display or otherwise use the name name, trademark, service mxxx, logo, insignia or other identifying mxxx of the Subadviser, including any shortSub-form Adviser and/or its affiliate(s) (“Sub-Adviser Marks”) during the term of such name, this Agreement solely as incorporated within communications and materials relating to or any combination or derivation thereof, limited for about the purpose of identifying the Subadviser as a subadviser to the FundFund(s). The Subadviser acknowledges and agrees that Adviser shall use the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors Sub-Adviser Marks only in accordance with all the Sub-Adviser’s guidelines and applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assetslaw. The Adviser and the Fund shall cease to not use the name Sub-Adviser Marks or disclose information related to the business of the Subadviser Sub-Adviser or any of its affiliates in any newly printed materials (except as may be reasonably necessary prospectus, sales literature or other material relating to comply with applicable law or as required the Trust in connection with any manner not approved prior thereto by the Trust’s standard reporting) promptly upon termination Sub-Adviser; provided, however, that the Sub-Adviser hereby approves of this Agreement. Other than materials all uses of its name which contain only merely refer in accurate terms to the name or appointment of the Subadviser Sub-Adviser hereunder or language which are required by the SEC or a state securities commission. Materials which have been previously approved in writing by the Sub-Adviser or those that is identical only refer to previouslythe Sub-approved language from Adviser’s name or the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be Sub-Adviser Marks are not subject to such prior approval provided the review Adviser shall ensure that such materials are consistent with those which were previously approved by the Sub-Adviser and approval of no changes have been made to the Subadviser, which approval shall not be unreasonably withheld, and Sub-Adviser Marks previously approved by the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofSub-Adviser.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Brinker Capital Destinations Trust)
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser you serve as a subadviser to the Fund, 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 xxxx, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Trust (collectively, “Materials”), subject to the terms of this paragraph 13. The Subadviser acknowledges 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 the Trust, 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 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 the Trust, 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 AdviserLicensed 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 Fund and Licensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund’s distributor Licensed IP or any of the goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. NZS CAPITAL LLC DECEMBER 1, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.2021
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying mxxx, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, 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 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 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 Licensed IP for review by you, from time to time, upon your reasonable request. INCOME RESEARCH & MANAGEMENT HARBOR CORE PLUS FUND FEBRUARY 2, 2022 The Adviser agrees that it will not edit, excerpt or modify the Licensed IP in any way. The Subadviser Adviser acknowledges and that it will acquire no right, title or interest to the Licensed IP or any of the goodwill associated therewith. The Adviser further agrees that it will be responsible for ensuring that all Materials containing the Adviser, the Fund and the Fund’s distributor will use such names in communications about Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations, together with other general information regarding . The agreement to the Subadviser and its affiliates, including, without limitation, a general description provisions of the investment program of the Subadviser this Section 14 shall terminate automatically with respect to a Fund upon termination of this Agreement for the Subadviser AssetsFund. The Adviser and Advisor will cease the Fund shall cease to use the name of the Subadviser Licensed IP in any newly printed materials Materials for the Fund (except as may be reasonably necessary to comply with applicable law or as required in connection with regulatory reporting in connection with the Trust’s standard reportingFund) promptly upon termination of this Agreement. Other than materials which contain only INCOME RESEARCH & MANAGEMENT HARBOR CORE PLUS FUND FEBRUARY 2, 2022 If you are in agreement with the name or appointment 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 ON BEHALF OF HARBOR CORE PLUS FUND By: /s/ Cxxxxxx X. XxXxxx Cxxxxxx X. XxXxxx, President HARBOR CAPITAL ADVISORS, INC. By: /s/ Kristof M. Xxxxxx Kristof M. Xxxxxx, President The foregoing Agreement is hereby accepted as of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt date thereof.. INCOME RESEARCH & MANAGEMENT By: /s/ Mxxxxxx X. Xxxxxxx Name: Mxxxxxx X. Xxxxxxx Title: General Counsel
Appears in 1 contract
Samples: Harbor Funds
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. DISCIPLINED ALPHA LLC HARBOR LONG-SHORT EQUITY ETF DECEMBER 4, 2023 Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying mark, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, 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 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 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 Licensed IP for review by you, from time to time, upon your reasonable request. The Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. DISCIPLINED ALPHA LLC HARBOR LONG-SHORT EQUITY ETF DECEMBER 4, together 2023 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. HARBOR ETF TRUST ON BEHALF OF HARBOR LONG-SHORT EQUITY ETF By: /s/ Xxxxxxx X. XxXxxx Xxxxxxx X. XxXxxx, without limitationPresident HARBOR CAPITAL ADVISORS, a general description INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, President The foregoing Agreement is hereby accepted as of the investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.DISCIPLINED ALPHA LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Executive Officer
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser you serve as a subadviser to the Fund, 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 xxxx, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Trust (collectively, “Materials”), subject to the terms of this paragraph 13. The Subadviser acknowledges 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 the Trust, 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 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 the Trust, 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 AdviserLicensed 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 Fund and Licensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund’s distributor Licensed IP or any of the goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. NZS CAPITAL LLC SEPTEMBER 1, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.2021
Appears in 1 contract
Samples: Harbor Funds
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser you serve as a subadviser to the Fund, 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 Subadviser acknowledges 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 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 AdviserLicensed IP for review by you, from time to time, upon your reasonable request. XXXXXXXX CAPITAL MANAGEMENT, LLC JANUARY 17, 2024 The Adviser agrees that it will not edit, excerpt or modify the Fund and Licensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund’s distributor Licensed IP or any of the goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. [Signatures appear on the following page] XXXXXXXX CAPITAL MANAGEMENT, together 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. HARBOR FUNDS II ON BEHALF OF EMBARK SMALL CAP EQUITY FUND, without limitationSEVERALLY AND NOT JOINTLY By: /s/ Xxxxxxx X. XxXxxx Xxxxxxx X. XxXxxx, a general description President HARBOR CAPITAL ADVISORS, INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, President The foregoing Agreement is hereby accepted as of the investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser XXXXXXXX CAPITAL MANAGEMENT, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: General Counsel and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.CCO
Appears in 1 contract
Samples: Harbor Funds II
Use of Names. The Subadviser shall not use the name, logo, insignia, or other identifying xxxx of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s, the Trust’s or the TrustFund’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Six Circles Trust)
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser you serve as a subadviser to the Fund, 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 ETF Trust (collectively, “Materials”), subject to the terms of this paragraph 13. The Subadviser acknowledges 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 ETF Trust, 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 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 ETF Trust, 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 AdviserLicensed IP for review by you, from time to time, upon your reasonable request. CONNACHT ASSET MANAGEMENT LP APRIL 12, 2023 The Adviser agrees that it will not edit, excerpt or modify the Fund and Licensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund’s distributor Licensed IP or any of the goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. [Signatures appear on the following page] CONNACHT ASSET MANAGEMENT LP APRIL 12, together 2023 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. HARBOR ETF TRUST ON BEHALF OF HARBOR SMALL CAP EXPLORER ETF, without limitationSEVERALLY AND NOT JOINTLY By: /s/ Xxxxxxx X. XxXxxx Xxxxxxx X. XxXxxx, a general description President HARBOR CAPITAL ADVISORS, INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, President The foregoing Agreement is hereby accepted as of the investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser CONNACHT ASSET MANAGEMENT LP By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Founder and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.CIO
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying mark, xxx trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, 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 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 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 Licensed IP for review by you, from time to time, upon your reasonable request. The Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. QUANTIX COMMODITIES LP HARBOR ENERGY TRANSITION STRATEGY ETF JULY 13, together 2022 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, without limitationTHIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, a general description AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. HARBOR ETF TRUST ON BEHALF OF HARBOR ENERGY TRANSITION STRATEGY ETF By: /s/ Charlex X. XxXxxx Charlex X. XxXxxx, Xxxxident HARBOR CAPITAL ADVISORS, INC. By: /s/ Kristox Xxxxxx Kristox Xxxxxx, Xxxxident The foregoing Agreement is hereby accepted as of the investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.QUANTIX COMMODITIES LP By: /s/ Don J. Xxxxxxx Name: Don J. Xxxxxxx Title: CIO - Quantix
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as a subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any shortshort form thereof, logo or other identifying xxxx, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Trust (collectively, “Materials”), subject to the terms of this paragraph 13. Notwithstanding anything else to the contrary herein, you shall retain a right to use the investment performance and track record of the Advisory Account, but not of the Fund (including in your marketing materials) to the extent permitted by law. Further, for the avoidance of doubt, you shall have a non-form of such exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the Advisory Account or the Adviser’s name, or including any combination or derivation short form thereof, limited logo or other identifying xxxx, and trade name (collectively, the “Advisers’ IP”) solely for the purpose of identifying the Subadviser Fund and/or the Adviser as clients and as required by applicable law, subject to the terms of this paragraph 13. 4BIO PARTNERS LLP SEPTEMBER 1, 2021 You shall be entitled to retain a copy and use records of each of its transactions and other records pertaining to the Advisory Account as are necessary to support any such uses of the investment performance and track record. 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 FundFund or including you in a listing of entities that serve as subadvisers to the series of the Trust, 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 to review such samples of Marketing Materials within five business days of their receipt. Following your review and approval of a sample of any Materials containing the Licensed, 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 Trust, 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 Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. You agree that you will not edit, together with other general information regarding excerpt or modify the Subadviser and its affiliatesAdviser’s IP in any way. You acknowledge that you will acquire no right, including, without limitation, a general description title or interest to the Adviser’s IP or any of the investment program of goodwill associated therewith. You further agree that you will be responsible for ensuring that all materials containing the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to Adviser’s IP which are used for marketing will comply with applicable law or as required laws, rules and regulations. 4BIO PARTNERS LLP SEPTEMBER 1, 2021 If you are in connection agreement with the Trust’s standard reporting) promptly upon termination foregoing, please sign the form of acceptance on the accompanying counterpart of this AgreementAgreement and return one such counterpart to the Fund and the other such counterpart to the Adviser, whereupon this Agreement shall become a binding contract. Other than materials which contain only the name or appointment HARBOR FUNDS 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 of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Informationdate thereof. 4BIO PARTNERS LLP By: Name: Title: 4BIO PARTNERS LLP SEPTEMBER 1, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.2021 SCHEDULE A FUNDS Harbor Disruptive Innovation Fund
Appears in 1 contract
Samples: Harbor Funds
Use of Names. The Subadviser Adviser hereby consents to the Portfolio being named ____________ the Federated High Yield Portfolio. The Manager and the Trust shall not use the name, logo, insignia, or other identifying xxxx name "Federated" and any of the Trust, the Fund or other names of the Adviser or any of their affiliates or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Subadviser Trust or otherwise in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term Adviser approves all uses of this Agreement, the Subadviser may use the Adviser’s or the Trust’s 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 prior approval of the Adviser is required; provided, that in no event shall such approval be unreasonably withheld. The Adviser reserves to itself and any successor to its business the right to grant the non-exclusive right to use the aforementioned names or logos, or trade or service marks, or any derivations thereof, or any similar names or logos, or trade or service marks, to any other corporation or entity, including, but not limited to, any investment company of which the Adviser or any subsidiary or affiliate thereof, or any successor to the business of any thereof, shall be the investment adviser. The Manager, on its behalf and on behalf of the Portfolio and the Trust, together with their affiliated persons, agrees (a) to use best efforts to ensure that the nature and quality of the services rendered in connection with such names or logos, or trade or service marks, or derivations thereof, shall conform to the terms of this Agreement and any amendments thereto, and (b) to comply with any reasonable requirements for the use of such names or logos, or trade or service marks, or derivations thereof, provided from time to time by the Adviser to Manager or the Portfolio, or the Trust, in writing. The Adviser shall not use the name of the Trust, the Portfolio, the Manager or any of their affiliates in any material relating to the Adviser in any manner not approved prior thereto by the Manager; provided, however, that the Manager shall approve all uses of its, the Portfolio's 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, SEC or a state securities commission; and, lawprovided, regulationfurther, court order that in no event shall such approval be unreasonably withheld. The Manager recognizes that from time to time directors, officers and employees of the Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other similar request entities (including other investment companies) and that such other entities may include the name "Federated" or demand any derivative or abbreviation thereof as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence part of their name, and the Subadviser is providing the services set forth herein, that the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviseror its affiliates may enter into investment advisory, including any short-form of administration or other agreements with such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fundother entities. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon Upon termination of this Agreement. Other than materials which contain only 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 "Federated" and any associated logos or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt derivations thereof.
Appears in 1 contract
Samples: Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying xxxx, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, 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 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 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 Licensed IP for review by you, from time to time, upon your reasonable request. The Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. QUANTIX COMMODITIES LP HARBOR ALL-WEATHER INFLATION FOCUS ETF FEBRUARY 9, together 2022 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, without limitationTHIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, a general description AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. HARBOR ETF TRUST ON BEHALF OF HARBOR ALL-WEATHER INFLATION FOCUS ETF 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 investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.QUANTIX COMMODITIES LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: CIO - Quantix
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. WESTFIELD CAPITAL MANAGEMENT COMPANY L.P. HARBOR HEALTH CARE ETF NOVEMBER 16, 2022 Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying mark, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, 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 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 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 Licensed IP for review by you, from time to time, upon your reasonable request. The Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. [Signatures appear on the following page] WESTFIELD CAPITAL MANAGEMENT COMPANY L.P. HARBOR HEALTH CARE ETF NOVEMBER 16, together 2022 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. HARBOR ETF TRUST ON BEHALF OF HARBOR HEALTH CARE ETF By: /s/ Xxxxxxx X. XxXxxx Xxxxxxx X. XxXxxx, without limitationPresident HARBOR CAPITAL ADVISORS, a general description INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, President The foregoing Agreement is hereby accepted as of the investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional InformationWESTFIELD CAPITAL MANAGEMENT COMPANY L.P. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Partner, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the SubadviserCFO, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.CCO
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For both parties agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing Fund, subject to the services set forth hereinterms of this paragraph 14, (i) 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 xxxx, and trade name (collectively, the “Adviser Licensed IP”) on its website and in advertising, promotional and marketing materials for the Trust (collectively, “Adviser Materials”), and (ii) the Sub-Adviser shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the Fund’s name, including any short form thereof, logo or other identifying xxxx, and trade name, along with your relationship with the Adviser and the Fund shall have a royalty(collectively, the “Sub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited Adviser Licensed LP”) solely for the purpose of identifying the Subadviser Fund and/or the Adviser as a clients and as required by applicable law (collectively, “Sub-Adviser Materials”). C WORLDWIDE ASSET MANAGEMENT FONDSMAEGLERSELSKAB A/S HARBOR INTERNATIONAL COMPOUNDERS ETF SEPTEMBER 7, 2022 The Adviser will be permitted to use the Adviser Licensed IP in any Adviser Materials solely for the purpose of identifying you as the subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, without your prior approval. With respect to all other Adviser Materials, the Adviser’s use of the Adviser Licensed IP will be subject to your prior review and approval of a sample of such Adviser Materials, and you agree to use reasonable efforts to review such samples of Adviser Materials within five business days of their receipt. Following your review and approval of a sample of any Adviser Materials containing the Adviser Licensed IP, the Adviser will thereafter be permitted to modify such Adviser Materials (and use such modified Adviser 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 Adviser Materials. Notwithstanding anything to the contrary herein, the Adviser agrees that it will provide copies of any Adviser Materials containing the Adviser Licensed IP for review by you, from time to time, upon your reasonable request. The Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the Adviser, the Fund Adviser Licensed IP in any way. You and the Fund’s distributor Adviser both acknowledge that neither party will use such names in communications about acquire any right, title or interest to the Adviser Licensed IP or the Sub-Adviser Licensed IP, respectively, or any of the goodwill associated therewith. The Adviser further agrees that it will be responsible for ensuring that all Adviser Materials containing the Adviser Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations, together with other general information regarding . You further agree that you will be responsible for ensuring that all Sub-Adviser Materials containing the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Sub-Adviser and the Fund shall cease to use the name of the Subadviser Licensed IP which are used as contemplated in any newly printed materials (except as may be reasonably necessary to this paragraph 14 will comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Informationlaws, all sales rules and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofregulations.
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying mark, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. Summerhaven Investment Management, LLC EMBARK COMMODITY STRATEGY FUND JANUARY 17, 2024 The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, 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 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 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 Licensed IP for review by you, from time to time, upon your reasonable request. The Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. Summerhaven Investment Management, together LLC EMBARK COMMODITY STRATEGY FUND 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, without limitationTHIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, a general description AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIVEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. HARBOR FUNDS II ON BEHALF OF EMBARK COMMODITY STRATEGY 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 investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional InformationSUMMERHAVEN INVETMENT MANAGEMENT, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Partner
Appears in 1 contract
Samples: Harbor Funds II
Use of Names. The Subadviser shall not Sub-Adviser acknowledges that it has no rights to the name "LoCorr" and the Sub-Adviser will make no use of such name without the name, logo, insignia, or other identifying xxxx express written consent of the Trust, the Fund Funds or the Adviser, as the case may be; provided that the Sub-Adviser shall be entitled to use the Fund's name and the name "LoCorr" in the Sub-Adviser's Form ADV or any other document required to be filed with any governmental agency or self-regulatory organization and in connection with performing the Sub-Adviser's obligations under this Agreement. The Adviser agrees to submit copies of all proposed prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to interest holders of the Funds or the public that refer in any way to the Sub-Adviser (other than identifying the name of the Sub-Adviser as a sub-adviser to the Fund) to the Sub-Adviser at its principal office (or to an alternate address provided by the Sub-Adviser) for review prior to use, and the Sub-Adviser agrees to review such materials by a reasonable and appropriate deadline. The Sub-Adviser shall not be liable for any disclosures or descriptions included in any of the foregoing materials that relate to the Sub-Adviser or the Sub-Advised Assets for which it did not have an opportunity to review and correct any information contained therein. None of their affiliates the Adviser, the Trust, the Funds or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business affiliate of the Adviser foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of Sub-Adviser, its subsidiaries and/or affiliates in material relating to any advertising or promotional materials without Sub-Adviser's prior written approval, which will not be unreasonably withheld. In the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term event of termination of this Agreement, the Subadviser may use Adviser will continue to furnish to the Adviser’s or Sub-Adviser copies of any of the Trust’s name and above-mentioned materials that of their affiliates which merely refer in accurate terms any way to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royaltySub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the FundAdviser. The Subadviser acknowledges and agrees that provisions of this paragraph shall survive the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name The Sub-Adviser agrees to submit copies of all sales literature or appointment other marketing material of the Subadviser or language Sub-Adviser that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject refer in any way to the Adviser, the Funds, or the Trust to the Adviser at its principal office (or to an alternate address provided by the Adviser) for review prior to use, and the Adviser agrees to review such materials by a reasonable and appropriate deadline. The Adviser, the Trust or the Funds, as applicable, shall not be liable for any disclosures or descriptions included in any of the foregoing materials that relate to the Sub- Adviser or the Sub-Advised Assets for which it did not have an opportunity to review and approval correct any information contained therein, unless such disclosures or descriptions are consistent with those included in public filings or materials provided to the Sub-Adviser. Neither the Sub- Adviser nor any of its affiliates will use the Subadviserregistered trademarks, service marks, logos, names or any other proprietary designations of (1) Adviser, its subsidiaries and/or affiliates in any advertising or promotional materials without Adviser's prior written approval, which approval shall will not be unreasonably withheld, and or (2) the Subadviser agrees Funds or the Trust in any advertising or promotional materials without the Trust's prior written approval, which will not be unreasonably withheld. In the event of termination of this Agreement, the Sub-Adviser will continue to use commercially reasonable efforts furnish to review all such material promptlythe Adviser and/or the Trust, but no later than ten days as applicable, copies of their receipt thereofany of the above-mentioned materials that refer in any way to the Adviser or the Trust. The provisions of this paragraph shall survive the termination of this Agreement. Section 9.
Appears in 1 contract
Samples: Locorr Investment Trust Sub Advisory Agreement Sub Advisory Agreement (LoCorr Investment Trust)
Use of Names. The Subadviser shall not use the name, logo, insignia, or other identifying xxxx mark of the TrustCompany, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx mark thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the TrustCompany’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund Company remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund Company shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the FundCompany. The Subadviser acknowledges and agrees that the Adviser, the Fund Company and the Fund’s distributor will use such names in communications about the Fund Company to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund Company shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with any of the Company’s, the Fund’s or the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof. The permission to use the Subadviser’s name is non-exclusive, non-transferable, non-sublicensable and non-assignable. In obtaining permission to use the Subadviser’s name for this purpose, the Adviser and the Company will acquire no right, title, or interest whatsoever to the Subadviser’s name.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Six Circles Trust)
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying xxxx, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, 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 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 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 Licensed IP for review by you, from time to time, upon your reasonable request. QUANTIX COMMODITIES LP HARBOR CAYMAN INFLATION FOCUS LTD FEBRUARY 9, 2022 The Adviser agrees that it will not edit, excerpt or modify the Licensed IP in any way. The Subadviser Adviser acknowledges and that it will acquire no right, title or interest to the Licensed IP or any of the goodwill associated therewith. The Adviser further agrees that it will be responsible for ensuring that all Materials containing the Adviser, the Fund and the Fund’s distributor will use such names in communications about Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. QUANTIX COMMODITIES LP HARBOR CAYMAN INFLATION FOCUS LTD FEBRUARY 9, together 2022 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, without limitationTHIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, a general description AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. HARBOR CAYMAN INFLATION FOCUS LTD 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 investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.QUANTIX COMMODITIES LP By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: CIO - Quantix
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser Adviser agrees and acknowledges that the Sub-Adviser is the sole owner of the name and xxxx “MFS.” Without the prior review and approval of the Sub-Adviser, the Adviser shall not, and the Adviser shall cause the Fund not to, make representations regarding the Sub-Adviser in any disclosure document, advertisement or sales literature or other materials relating to the Portfolio Segment. The Adviser shall not use the name, logo, insignia, name "Massachusetts Financial Services Company," "MFS Investment Management" or other identifying xxxx of the Trust, the Fund or the Adviser or any of their affiliates "MFS" or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Sub-Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Subadviser Fund in any manner not approved prior thereto by the Sub-Adviser; provided, however, that the Sub-Adviser hereby approves all uses of its name and that of its affiliates which merely refer in writing accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission or which are required by law, rule, regulation or upon the request of a governmental authority; and provided, further, that in no event shall such approval be unreasonably withheld. The Sub-Adviser shall not use the name of the Adviser, the Fund, the Fund Portfolio or any of their affiliates in any material relating to the Sub-Adviser in any manner not approved prior thereto by the Adviser; provided, however, that during the term Adviser hereby approves all uses of this Agreement, the Subadviser may use the Adviser’s its or the Trust’s Fund's and/or Fund Portfolio's name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser Sub- Adviser hereunder or which are required by the SEC, SEC or a state securities commission, commission or which are required by law, regulationrule, court order regulation or other similar upon the request or demand or as otherwise permitted pursuant to of a governmental authority; and, provided, further, that in no event shall such approval be unreasonably withheld. Upon termination of this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth hereinAgreement for any reason, the Adviser shall cease and the Adviser shall cause the Fund shall have a royalty-free license Portfolio to cease, all use of the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser and xxxx "MFS" as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except soon as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofpracticable.
Appears in 1 contract
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying mark, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, 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 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 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 Licensed IP for review by you, from time to time, upon your reasonable request. The Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. Summerhaven Capital Management, together LLC EMBARK CAYMAN FUND VI LTD 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, without limitationTHIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, a general description AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. EMBARK CAYMAN FUND VI LTD 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 investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional InformationSUMMERHAVEN INVESTMENT MANAGEMENT, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Partner
Appears in 1 contract
Samples: Harbor Funds II
Use of Names. The Subadviser Trust, Adviser and Sub-Adviser acknowledge that all rights to the name "LoCorr" belong to the Adviser and all rights to the name "Gxxxxx" 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 name "LoCorr" or "Gxxxxx", respectively, shall not automatically cease on the 90th day following the termination of this Agreement. The right to the name may also be withdrawn by the Adviser or Sub-Adviser during the term of the 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 namename "LoCorr" or the Sub-Adviser's right to use the name "Gxxxxx" in the name of, logoor in connection with, insigniaany other business enterprises with which, respectively, the Adviser or Sub Adviser or may become associated. There is no charge to the Trust for the right to use either of these names. The Adviser agree to submit copies of all proposed prospectuses, proxy statements, reports to shareholders, sales literature, or other identifying xxxx material prepared for distribution to interest holders of the Trust, the Fund or the public that refer in any way to the Sub-Adviser (other than identifying the Sub-Adviser as Sub-Adviser to the Fund) to the Sub-Adviser at its principal office for review prior to use, and the Sub-Adviser agrees to review such materials by a reasonable and appropriate deadline. Neither the Adviser, nor the Fund nor any affiliate of the foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of their Sub-Adviser, its subsidiaries and/or affiliates or any derivative or logo or trade or service xxxx thereof(collectively, or disclose information related to the business of the "Sub Adviser or any of its affiliates in material relating to the Subadviser Marks") in any manner advertising or promotional materials without Sub-Adviser's prior written approval, which will not approved in writing prior thereto by be unreasonably withheld. In the Adviser; provided, however, that during the term event of termination of this Agreement, the Subadviser may use Adviser will continue to furnish to the Adviser’s or Sub-Adviser copies of any of the Trust’s name and above mentioned material s that of their affiliates which merely refer in accurate terms any way to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royaltySub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the FundAdviser. The Subadviser acknowledges and agrees that provisions of this paragraph shall survive the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language above mentioned material s that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject refer in any way to the review and approval Sub-Adviser. The provisions of this paragraph shall survive the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days termination of their receipt thereofthis Agreement.
Appears in 1 contract
Use of Names. The Subadviser Sub-Adviser shall not use the name, trademarks, service xxxx, logo, insignia, or other identifying xxxx of the Trust, the Fund Trust or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser Sub-Adviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term Adviser hereby approves of this Agreement, the Subadviser may use the Adviser’s all uses of its or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser Sub-Adviser hereunder or which are required by the SEC, SEC or a state securities commission, law, regulation, court order . Materials which have been previously approved or other similar request those that only refer to the Trust’s or demand Adviser’s name or as otherwise permitted pursuant logo are not subject to this Agreementsuch prior approval provided the Sub-Adviser shall ensure that such materials are consistent with those which were previously approved by the Adviser. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, The Sub-Adviser hereby grants the Adviser and the Fund shall have a royalty-free free, non-exclusive, non-transferable (with no right to sublicense) limited license to display or otherwise use the name name, trademark, service xxxx, logo, insignia or other identifying xxxx of the Subadviser, including any shortSub-form Adviser and/or its affiliate(s) (“Sub-Adviser Marks”) during the term of such name, this Agreement solely as incorporated within communications and materials relating to or any combination or derivation thereof, limited for about the purpose of identifying the Subadviser as a subadviser to the FundFund(s). The Subadviser acknowledges and agrees that Adviser shall use the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors Sub-Adviser Marks only in accordance with all the Sub-Adviser’s guidelines and applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assetslaw. The Adviser and shall not use Sub-Adviser Marks or disclose information related to the Fund shall cease to use the name business of the Subadviser Sub-Adviser or any of its affiliates in any newly printed materials (except as may be reasonably necessary prospectus, sales literature or other material relating to comply with applicable law or as required the Trust in connection with any manner not approved prior thereto by the Trust’s standard reporting) promptly upon termination Sub-Adviser; provided, however, that the Sub-Adviser hereby approves of this Agreement. Other than materials all uses of its name which contain only merely refer in accurate terms to the name or appointment of the Subadviser Sub-Adviser hereunder or language which are required by the SEC or a state securities commission. Materials which have been previously approved in writing by the Sub- Adviser or those that is identical only refer to previouslythe Sub-approved language from Adviser’s name or the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be Sub-Adviser Marks are not subject to such prior approval provided the review Adviser shall ensure that such materials are consistent with those which were previously approved by the Sub-Adviser and approval of no changes have been made to the Subadviser, which approval shall not be unreasonably withheld, and Sub-Adviser Marks previously approved by the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofSub-Adviser.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Brinker Capital Destinations Trust)
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying mark, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, 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 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 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 Licensed IP for review by you, from time to time, upon your reasonable request. The Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. Xxxxxxxxx Xxxxxx Investment Advisers LLC EMBARK COMMODITY STRATEGY FUND JANUARY 17, together 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, without limitationTHIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, a general description AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. HARBOR FUNDS II ON BEHALF OF EMBERK COMMODITY STRATEGY 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 investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.XXXXXXXXX XXXXXX INVESTMENT ADVISERS LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director
Appears in 1 contract
Samples: Harbor Funds II
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For both parties agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing Fund, subject to the services set forth hereinterms of this paragraph 14, (i) 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 “Adviser Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Adviser Materials”), and (ii) the Sub-Adviser shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the Fund’s name, including any short form thereof, logo or other identifying mark, and trade name, along with your relationship with the Adviser and the Fund shall have a royalty(collectively, the “Sub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited Adviser Licensed LP”) solely for the purpose of identifying the Subadviser Fund and/or the Adviser as a clients and as required by applicable law (collectively, “Sub-Adviser Materials”). For the avoidance of doubt, you agree that “PanAgora” may appear in the Fund’s name so long as you continue to serve as subadviser to the Fund. The Subadviser acknowledges Adviser will be permitted to use the Adviser Licensed IP in any Adviser 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 approval. With respect to all other Adviser Materials, the Adviser’s use of the Adviser Licensed IP will be subject to your prior review and approval of a sample of such Adviser Materials, and you agree to use reasonable efforts to review such samples of Adviser Materials within five business days of their receipt. Following your review and approval of a sample of any Adviser Materials containing the Adviser Licensed IP, the Adviser will thereafter be permitted to modify such Adviser Materials (and use such modified Adviser 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 Adviser Materials. Notwithstanding anything to the contrary herein, the Adviser agrees that it will provide copies of any Adviser Materials containing the AdviserAdviser Licensed IP for review by you, from time to time, upon your reasonable request. PANAGORA ASSET MANAGEMENT, INC. HARBOR PANAGORA DYNAMIC LARGE CAP CORE ETF SEPTEMBER 24, 2024 The Adviser agrees that it will not edit, excerpt or modify the Fund Adviser Licensed IP in any way. You and the Fund’s distributor Adviser both acknowledge that neither party will use such names in communications about acquire any right, title or interest to the Adviser Licensed IP or the Sub-Adviser Licensed IP, respectively, or any of the goodwill associated therewith. The Adviser further agrees that it will be responsible for ensuring that all Adviser Materials containing the Adviser Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. You further agree that you will be responsible for ensuring that all Sub-Adviser Materials containing the Sub-Adviser Licensed IP which are used as contemplated in this paragraph 14 will comply with applicable laws, together with other general information regarding rules and regulations. The agreement to the Subadviser and its affiliates, including, without limitation, a general description provisions of the investment program of the Subadviser this Section 14 shall terminate automatically with respect to a Fund upon termination of this Agreement for the Subadviser AssetsFund. The Adviser and will cease the Fund shall cease to use the name of the Subadviser Licensed IP in any newly printed materials Materials for the Fund (except as may be reasonably necessary to comply with applicable law or as required in connection with regulatory reporting in connection with the Trust’s standard reportingFund) promptly upon termination of this Agreement. Other than materials which contain only PANAGORA ASSET MANAGEMENT, INC. HARBOR PANAGORA DYNAMIC LARGE CAP CORE ETF SEPTEMBER 24, 2024 If you are in agreement with the name or appointment 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 HARBOR PANAGORA DYNAMIC LARGE CAP CORE ETF /s/ Charles F. McCain By: Charles F. McCain, President XXXXXX XXXXXXX ADVISORS, INC. /s/ Kristof M. Gleich By: Kristof M. Gleich, President Xxx xxxxxxxxx Xxxeement is hereby accepted as of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Informationdate thereof. PANAGORA ASSET MANAGEMENT, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.INC. /s/ Stephen R. Ferrara By: Name: Stephen R. Ferrara Xxxxx: Xxxxxal Counsel
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser shall not use the name, logo, insignia, or other identifying xxxx of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free free, nonexclusive, nontransferable license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Six Circles Trust)
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying mark, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, 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 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 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 Licensed IP for review by you, from time to time, upon your reasonable request. QUANTIX COMMODITIES LP (Embark Cayman Fund IV Ltd) JANUARY 17, 2024 The Adviser agrees that it will not edit, excerpt or modify the Licensed IP in any way. The Subadviser Adviser acknowledges and that it will acquire no right, title or interest to the Licensed IP or any of the goodwill associated therewith. The Adviser further agrees that it will be responsible for ensuring that all Materials containing the Adviser, the Fund and the Fund’s distributor will use such names in communications about Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. QUANTIX COMMODITIES LP (Embark Cayman Fund IV Ltd) JANUARY 17, together 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, without limitationTHIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, a general description AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. EMBARK CAYMAN FUND IV LTD 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 investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.QUANTIX COMMODITIES LP By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: CIO
Appears in 1 contract
Samples: Harbor Funds II
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser you serve as a subadviser to the Fund, 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 xxxx, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Trust (collectively, “Materials”), subject to the terms of this paragraph 13. The Subadviser acknowledges 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 the Trust, 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 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 the Trust, provided that the WESTFIELD CAPITAL MANAGEMENT COMPANY, L.P. DECEMBER 1, 2021 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 AdviserLicensed 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 Fund and Licensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund’s distributor Licensed IP or any of the goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. WESTFIELD CAPITAL MANAGEMENT COMPANY, together L.P. 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. HARBOR ETF TRUST ON BEHALF OF EACH FUND SET FORTH ON SCHEDULE A, without limitationSEVERALLY AND NOT JOINTLY By: Xxxxxxx X. XxXxxx, a general description President HARBOR CAPITAL ADVISORS, INC. By: Xxxxxxx Xxxxxx, President The foregoing Agreement is hereby accepted as of the investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional InformationWESTFIELD CAPITAL MANAGEMENT COMPANY, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the SubadviserL.P. By: Name: Title: WESTFIELD CAPITAL MANAGEMENT COMPANY, which approval shall not be unreasonably withheldL.P. DECEMBER 1, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.2021 SCHEDULE A FUNDS Harbor Disruptive Innovation ETF
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser Except with respect to regulatory filings and disclosures, neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser you serve as a subadviser to the Fund, 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 Subadviser acknowledges 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 Punch & Associates Investment Management, Inc. 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 AdviserLicensed 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 Fund and Licensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund’s distributor Licensed IP or any of the goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. Punch & Associates Investment Management, together Inc. 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. HARBOR FUNDS II ON BEHALF OF EACH FUND SET FORTH IN SCHEDULE A, without limitationSEVERALLY AND NOT JOINTLY By: /s/ Xxxxxxx X. XxXxxx Xxxxxxx X. XxXxxx, a general description President HARBOR CAPITAL ADVISORS, INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, President The foregoing Agreement is hereby accepted as of the investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser PUNCH & ASSOCIATES INVESTMENT MANAGEMENT, INC. By: /s/ Xxxxxx X. Xxxxx Xx. Name: Xxxxxx X. Xxxxx Xx. Title: President and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional InformationCIO Punch & Associates Investment Management, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the SubadviserInc. JANUARY 17, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.2024 SCHEDULE A Embark Small Cap Equity Fund
Appears in 1 contract
Samples: Harbor Funds II
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing Fund, the services set forth 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 the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. The Adviser will be permitted to use the Licensed IP in any 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 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 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 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 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 the goodwill associated therewith. The Adviser further agrees that it will be responsible for ensuring that all Materials containing the Licensed IP will comply with applicable laws, rules and regulations. Upon termination of this Agreement for any reason, the Adviser and the Fund shall have a royalty-free license agree to promptly (i) cease and cause the Fund to cease all use the name of the Subadviser, including any shortLicensed IP and (ii) take all necessary action to cause the all relevant documentation to be amended to reflect that you no longer serve as sub-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser investment adviser to the Fund. The Subadviser acknowledges AQR Capital Management, LLC EMBARK CAYMAN FUND I LTD 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 agrees that the Adviser, return one such counterpart to the Fund and the Fund’s distributor will use other such names in communications about counterpart to the Fund to current and prospective investors in accordance with all applicable lawsAdviser, rules and regulationswhereupon this Agreement shall become a binding contract. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, together with other general information regarding the Subadviser and its affiliatesTHIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, includingAND HAS NOT BEEN, without limitationFILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, a general description THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. EMBARK CAYMAN FUND I LTD 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 investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser AQR CAPITAL MANAGEMENT, LLC By: /s/ Xxxxxx XxxXxxx Name: Xxxxxx XxxXxxx Title: Managing Director and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.Authorized Signatory
Appears in 1 contract
Samples: Harbor Funds II
Use of Names. The Subadviser shall not Sub-Adviser acknowledges that it has no rights to the name "LoCorr" and the Sub-Adviser will make no use of such name without the name, logo, insignia, or other identifying xxxx express written consent of the Trust, the Fund Funds or the Adviser, as the case may be; provided that the Sub-Adviser shall be entitled to use the Fund’s name and the name “LoCorr” in the Sub-Adviser’s Form ADV or any other document required to be filed with any governmental agency or self-regulatory organization and in connection with performing the Sub-Adviser’s obligations under this Agreement. The Adviser agrees to submit copies of all proposed prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to interest holders of the Funds or the public that refer in any way to the Sub-Adviser (other than identifying the name of the Sub-Adviser as a sub-adviser to the Fund) to the Sub-Adviser at its principal office (or to an alternate address provided by the Sub-Adviser) for review prior to use, and the Sub-Adviser agrees to review such materials by a reasonable and appropriate deadline. The Sub-Adviser shall not be liable for any disclosures or descriptions included in any of the foregoing materials that relate to the Sub-Adviser or the Sub-Advised Assets for which it did not have an opportunity to review and correct any information contained therein. None of their affiliates the Adviser, the Trust, the Funds or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business affiliate of the Adviser foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of Sub-Adviser, its subsidiaries and/or affiliates in material relating to any advertising or promotional materials without Sub-Adviser’s prior written approval, which will not be unreasonably withheld. In the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term event of termination of this Agreement, the Subadviser may use Adviser will continue to furnish to the Adviser’s or Sub-Adviser copies of any of the Trust’s name and above-mentioned materials that of their affiliates which merely refer in accurate terms any way to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royaltySub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the FundAdviser. The Subadviser acknowledges and agrees that provisions of this paragraph shall survive the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name The Sub-Adviser agrees to submit copies of all sales literature or appointment other marketing material of the Subadviser or language Sub-Adviser that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject refer in any way to the Adviser, the Funds, or the Trust to the Adviser at its principal office (or to an alternate address provided by the Adviser) for review prior to use, and the Adviser agrees to review such materials by a reasonable and appropriate deadline. The Adviser, the Trust or the Funds, as applicable, shall not be liable for any disclosures or descriptions included in any of the foregoing materials that relate to the Sub-Adviser or the Sub-Advised Assets for which it did not have an opportunity to review and approval correct any information contained therein, unless such disclosures or descriptions are consistent with those included in public filings or materials provided to the Sub-Adviser. Neither the Sub-Adviser nor any of its affiliates will use the Subadviserregistered trademarks, service marks, logos, names or any other proprietary designations of (1) Adviser, its subsidiaries and/or affiliates in any advertising or promotional materials without Adviser’s prior written approval, which approval shall will not be unreasonably withheld, and or (2) the Subadviser agrees Funds or the Trust in any advertising or promotional materials without the Trust’s prior written approval, which will not be unreasonably withheld. In the event of termination of this Agreement, the Sub-Adviser will continue to use commercially reasonable efforts furnish to review all such material promptlythe Adviser and/or the Trust, but no later than ten days as applicable, copies of their receipt thereofany of the above-mentioned materials that refer in any way to the Adviser or the Trust. The provisions of this paragraph shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Locorr Investment Trust Sub Advisory Agreement (LoCorr Investment Trust)
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating any advertising, promotional or other material, whether in written, electronic or other form, distributed to the Subadviser in any manner not approved in writing unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For both parties agree that for so long as the a Fund remains in existence and you serve as subadviser to a Fund, subject to the Subadviser is providing the services set forth hereinterms of this paragraph 14, (i) the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any shortshort form thereof, logo or other identifying xxxx, and trade name (collectively, the “Adviser Licensed IP”) on its website and in advertising, promotional and marketing materials for the Trust (collectively, “Adviser Materials”); and (ii) the Sub-form of such Adviser shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use each Fund’s name, or including any combination or derivation short form thereof, limited logo or other identifying xxxx, and trade name, along with your relationship with the Adviser and the Funds (collectively, the “Sub-Adviser Licensed IP”) solely for the purpose of identifying a Fund and/or the Subadviser Adviser as a clients and as required by applicable law (collectively, “Sub-Adviser Materials”). The Adviser will be permitted to use the Adviser Licensed IP in any Adviser Materials solely for the purpose of identifying you as the subadviser to the FundFunds or including you in a listing of entities that serve as subadvisers to the series of the Trust, without your prior approval. With respect to all other Adviser Materials, the Adviser’s use of the Adviser Licensed IP will be subject to your prior review and approval of a sample of such Adviser Materials, and you agree to use reasonable efforts to review such samples of Adviser Materials within five business days of their receipt. Following your review and approval of a sample of any Adviser Materials containing the Adviser Licensed IP, the Adviser will thereafter be permitted to modify such Adviser Materials (and use such modified Adviser Materials), without your approval, including, BLUECOVE LIMITED HARBOR SCIENTIFIC ALPHA INCOME ETF HARBOR SCIENTIFIC ALPHA HIGH-YIELD ETF SEPTEMBER 14, 2021 without limitation, in order to update statistical data or identifying information regarding any new or existing series or subadviser of the Trust, provided that the modifications do not materially change the character or substance of the Adviser Materials. Notwithstanding anything to the contrary herein, the Adviser agrees that it will provide copies of any Adviser Materials containing the Adviser Licensed IP for review by you, from time to time, upon your reasonable request. The Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the Adviser, the Fund Adviser Licensed IP in any way. You and the Fund’s distributor Adviser both acknowledge that neither party will use such names in communications about acquire any right, title or interest to the Fund Adviser Licensed IP or the Sub-Adviser Licensed IP, respectively, or any of the goodwill associated therewith. The Adviser further agrees that it will be responsible for ensuring that all Adviser Materials containing the Adviser Licensed IP which are used to market the Funds to current and prospective investors in accordance will comply with all applicable laws, rules and regulations, together with other general information regarding . You further agree that you will be responsible for ensuring that all Sub-Adviser Materials containing the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Sub-Adviser and the Fund shall cease to use the name of the Subadviser Licensed IP which are used as contemplated in any newly printed materials (except as may be reasonably necessary to this paragraph 14 will comply with applicable law or as required laws, rules and regulations. BLUECOVE LIMITED HARBOR SCIENTIFIC ALPHA INCOME ETF HARBOR SCIENTIFIC ALPHA HIGH-YIELD ETF SEPTEMBER 14, 2021 If you are in connection agreement with the Trust’s standard reporting) promptly upon termination foregoing, please sign the form of acceptance on the accompanying counterpart of this AgreementAgreement and return one such counterpart to the Funds and the other such counterpart to the Adviser, whereupon this Agreement shall become a binding contract. Other than materials which contain only the name or appointment PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. HARBOR ETF TRUST ON BEHALF OF HARBOR SCIENTIFIC ALPHA INCOME ETF AND HARBOR SCIENTIFIC ALPHA HIGH-YIELD ETF, 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 or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt date thereof.. BLUECOVE LIMITED By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: CEO
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser Adviser shall not use the name, logo, insigniatrade or service mxxx or derivative of the foregoing of the Sub-Adviser or any of the Sub-Adviser’s affiliates in any prospectus, sales literature or other identifying xxxx materials whether or not relating to the Trust in any manner not approved prior thereto by the Sub-Adviser; provided, however, that the 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. Where the use of the Sub-Adviser’s name involves a description of or further information regarding the Sub-Adviser, the Adviser will obtain the prior consent of the Sub-Adviser and agrees to include disclosures or disclaimers that are required to be used in accordance with the Sub-Adviser’s legal or regulatory obligations. The Sub-Adviser shall not use the name of the Trust, the Fund or the Adviser or in any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material materials relating to the Subadviser Sub-Adviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term Adviser shall approve all uses of this Agreement, its and the Subadviser may use the AdviserFund’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder Sub-Adviser hereunder, including placing the Trust’s or the Adviser’s name on the Sub-Adviser’s list of representative clients, or which are required by the SEC, SEC or a state securities commission, law, regulation, court order commission or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains regulatory body, and, provided further, that in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund no event shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 1 contract
Use of Names. The Subadviser parties agree and acknowledge that the Sub-Advisor is the sole owner of the name and mark "Salomon Brothers Asset Management Inc" and that all use of xxx dxxxxxxxxxx xxxxxised in whole or part of Salomon Brothers Asset Management Inc and use of any logos, trademarks, service marks or trade names (a "Sub-Advisor Mark") under this Agreement shall inure to the benefit of the Sux-Xxvisor. The use by the Trust on its own behalf or on behalf of the Fund of any Sub-Advisor Mark in any advertisement or sales literature or other materials xxxmoting 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 investing public in any disclosure document, advertisement or sales literature or other materials promoting the Fund. Such consent shall not be required for any documents or other materials intended for use by the nameTrust'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, logo, insigniasales 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 Sub-Advisor shall have no responsibility to ensure 6 of 10 the adequacy of the form or content of such materials for purposes of the 1940 Act or other identifying xxxx 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 affiliates for use in Sales Material prepared by WM Advisors or its affiliates. Consent by the Sub-Advisor to such use of any Sub-Advisor Mark and any such representation shall not be unreasonably withhxxx and shall be deemed to be given if no written objection is received by the Trust, the Fund or WM Advisors within 5 business days after the Adviser request is made by the Trust, the Fund or WM Advisors for such use of any Sub-Advisor Mark or any such representation. Upon termination of their this Agreemxxx for any reason, the Trust and WM Advisors shall cease all use of any Sub-Advisor Mark(s) as soon as reasonably practicable. If WM Advisors or the Xxxd makes an unauthorized use of the Sub-Advisor's names, derivatives, logos, trademarks, service marks or trade names, the parties acknowledge that the Sub-Advisor shall suffer irreparable hardship for which monetary damages are inadequate and thus, the Sub-Advisor will be entitled to injunctive relief. The Sub-Advisor agrees and acknowledges that (i) the Trust is the sole owner of the corporate name, associated good will and other rights in various jurisdictions of the name "WM Variable Trust" and (ii) WM Advisors is the sole owner of the name, associated good will and other rights in various jurisdictions of the name "WM Advisors, Inc." and that any and all use of any designation comprised in whole or in part of "WM Trust Variable" or "WM Advisors, Inc." (each a "WM Mark") under this Agreement shall inure to the benefit of the Trxxx or WM Advisors, respectively. The use by the Sub-Advisor on its own behalf of any WM Mark in any advertisement or sales literature or other materials xxxmoting the Sub-Advisor shall be with the written consent of the Trust or WM Advisors, respectively. The Sub-Advisor shall not, without the consent of the Trust or WM Advisors, as applicable, make representations regarding the Trust, the Fund or WM Advisors in any disclosure document, advertisement or sales literature or other materials promoting the Sub-Advisor. Sub-Advisor agrees it will review with the Trust or WM Advisors, as applicable, any advertisement, sales literature, or other material prior to its use that makes reference to the Trust, WM Advisors, or any affiliates or any derivative or logo name(s), derivatives, logos, trademarks, service marks or trade or service xxxx names thereof, or disclose information related it being understood that neither the Trust nor WM Advisors shall have any responsibility to ensure the business adequacy of the Adviser form or any content of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment such materials for purposes of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order 1940 Act or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules laws and regulations. Notwithstanding the foregoing, together with other general WM Advisors shall be responsible for ensuring the adequacy and accuracy of information regarding the Subadviser and about WM Advisors, its affiliates, including, without limitation, a general description the Trust or the Funds provided to Sub-Advisor for use in Sales Material prepared by Sub-Advisor. Consent by the Trust and WM Advisors to such use of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser any WM Mark and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval such representations shall not be unreasonably withheldwithxxxx and shall be deemed to be given if no written objection is received by the Sub-Advisor within 5 business days after the request by the Sub-Advisor is made for such use of any WM Mark or any such representations. Upon termination of this Agreexxxx for any reason, the Sub- Advisor shall cease any and all use of any WM Mark as soon as reasonably practicable. If Sub-Advisor maxxx an unauthorized use of the Subadviser agrees Trust's or WM Advisor's names, derivatives, logos, trademarks, service marks or trade names, the parties acknowledge that the Trust or WM Advisors, as applicable, shall suffer irreparable hardship for which monetary damages are inadequate and thus, the Trust or WM Advisors, as applicable, will be entitled to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofinjunctive relief.
Appears in 1 contract
Samples: Wm Variable Trust
Use of Names. The Subadviser No party shall not use the name, logo, insignia, or other identifying xxxx of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo trademark or trade or service xxxx thereof, or disclose information related to the business name of the Adviser another party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying xxxx, and trade name as supplied by you for this purpose (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for Harbor Funds (collectively, “Materials”), subject to the terms of this paragraph 13. During the term of this Agreement the Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of Harbor Funds, 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 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 XXXXXXX XXXXXXX OVERSEAS LIMITED HARBOR INTERNATIONAL GROWTH FUND MARCH 1, 2020 Funds, provided that the modifications do not materially change the character or substance of the Materials or the context in which the Licensed IP is used in them. 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 Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.XXXXXXX XXXXXXX OVERSEAS LIMITED
Appears in 1 contract
Samples: Harbor Funds
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund 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 the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. Similarly, notwithstanding anything to the contrary in this Agreement, you may disclose orally or in any written or electronic material the name of the Subadviser, including Fund and the fact that you act as a sub-adviser to the Fund without the prior consent of the Adviser. The Adviser will be permitted to use the Licensed IP in any short-form of such name, or any combination or derivation thereof, limited Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, 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 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 CoreCommodity Management, LLC EMBARK COMMODITY STRATEGY FUND JANUARY 17, 2024 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 Licensed IP for review by you, from time to time, upon your reasonable request. The Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. CoreCommodity Management, together LLC EMBARK COMMODITY STRATEGY FUND 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, without limitationTHIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, a general description AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. HARBOR FUNDS II ON BEHALF OF EMBARK COMMODITY STRATEGY 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 investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser CORECOMMODITY MANAGEMENT, LLC By: /s/ Xxxxxx X. Xxxxxx and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof./s/ Xxxxxxxx X. Xxxx Name: Xxxxxx X. Xxxxxx / Xxxxxxxx X. Xxxx Title: COO / GC
Appears in 1 contract
Samples: Harbor Funds II
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. SANDS CAPITAL MANAGEMENT, LLC SEPTEMBER 1, 2021 Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser you serve as a subadviser to the Fund, the Adviser shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use your name in accordance with applicable law, including any short form thereof, logo or other identifying xxxx, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Trust (collectively, “Materials”), subject to the terms of this paragraph 13. The Subadviser acknowledges 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 the Trust, 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 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 the Trust, 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 AdviserLicensed IP for review by you, from time to time, upon your reasonable request. In addition, the Fund Adviser hereby approves of your use of its name and trademark as part of a representative client list used in business development presentations. The Adviser agrees that it will not edit, excerpt or modify the Fund’s distributor Licensed IP in any way. The Adviser acknowledges that it will use such names in communications about acquire no right, title or interest to the Licensed IP or any of the goodwill associated therewith. The Adviser further agrees that it will be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations, together with other general information regarding . You hereby agree that you will be responsible for ensuring that all business development presentations that include the Subadviser and its affiliates, including, without limitation, Adviser’s name as part of a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to representative client list will comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Informationlaws, all sales rules and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofregulations.
Appears in 1 contract
Samples: Harbor Funds
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser you serve as a subadviser to the Fund, 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 the Trust (collectively, “Materials”), subject to the terms of this paragraph 13. The Subadviser acknowledges 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 the Trust, 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 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 the Trust, 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 AdviserLicensed IP for review by you, from time to time, upon your reasonable request. WESTFIELD CAPITAL MANAGEMENT COMPANY, L.P. JANUARY 17, 2024 The Adviser agrees that it will not edit, excerpt or modify the Fund and Licensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund’s distributor Licensed IP or any of the goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. [Signatures appear on the following page] WESTFIELD CAPITAL MANAGEMENT COMPANY, together L.P. 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. HARBOR FUNDS II ON BEHALF OF EMBARK SMALL CAP EQUITY FUND, without limitationSEVERALLY AND NOT JOINTLY By: /s/ Xxxxxxx X. XxXxxx Xxxxxxx X. XxXxxx, a general description President HARBOR CAPITAL ADVISORS, INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, President The foregoing Agreement is hereby accepted as of the investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional InformationWESTFIELD CAPITAL MANAGEMENT COMPANY, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the SubadviserL.P. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Partner, which approval shall not be unreasonably withheldCFO, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.CCO
Appears in 1 contract
Samples: Harbor Funds II
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser you serve as a subadviser to the Fund, 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 Subadviser acknowledges 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 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 AdviserLicensed IP for review by you, from time to time, upon your reasonable request. XXXXXXXX PARTNERS LLC JANUARY 17, 2024 The Adviser agrees that it will not edit, excerpt or modify the Fund and Licensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund’s distributor Licensed IP or any of the goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. XXXXXXXX PARTNERS LLC JANUARY 17, together 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. HARBOR FUNDS II ON BEHALF OF EMBARK SMALL CAP EQUITY FUND, without limitationSEVERALLY AND NOT JOINTLY By: /s/ Xxxxxxx X. XxXxxx Xxxxxxx X. XxXxxx, a general description President HARBOR CAPITAL ADVISORS, INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, President The foregoing Agreement is hereby accepted as of the investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.XXXXXXXX PARTNERS LLC By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Portfolio Manager
Appears in 1 contract
Samples: Harbor Funds II
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. CoreCommodity Management, LLC EMBARK CAYMAN FUND II LTD JANUARY 17, 2024 Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund 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 the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. Similarly, notwithstanding anything to the contrary in this Agreement, you may disclose orally or in any written or electronic material the name of the Subadviser, including Fund and the fact that you act as a sub-adviser to the Fund without the prior consent of the Adviser. The Adviser will be permitted to use the Licensed IP in any short-form of such name, or any combination or derivation thereof, limited Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, 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 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 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 Licensed IP for review by you, from time to time, upon your reasonable request. The Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. CoreCommodity Management, together LLC EMBARK CAYMAN FUND II LTD 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, without limitationTHIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, a general description AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. EMBARK CAYMAN FUND II LTD 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 investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser CORECOMMODITY MANAGEMENT, LLC By: /s/ Xxxxxx X. Xxxxxx and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof./s/ Xxxxxxxx X. Xxxx Name: Xxxxxx X. Xxxxxx / Xxxxxxxx X. Xxxx Title: COO / GC
Appears in 1 contract
Samples: Harbor Funds II
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser you serve as a subadviser to the Fund, 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 ETF Trust (collectively, “Materials”), subject to the terms of this paragraph 13. The Subadviser acknowledges 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 ETF Trust, 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 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 ETF Trust, 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 AdviserLicensed IP for review by you, from time to time, upon your reasonable request. XXXXXXXX CAPITAL MANAGEMENT, LLC APRIL 12, 2023 The Adviser agrees that it will not edit, excerpt or modify the Fund and Licensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund’s distributor Licensed IP or any of the goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations. [Signatures appear on the following page] XXXXXXXX CAPITAL MANAGEMENT, together LLC APRIL 12, 2023 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 general information regarding such counterpart to the Subadviser and its affiliatesAdviser, includingwhereupon this Agreement shall become a binding contract. HARBOR ETF TRUST ON BEHALF OF HARBOR SMALL CAP EXPLORER ETF, without limitationSEVERALLY AND NOT JOINTLY By: /s/ Xxxxxxx X. XxXxxx Xxxxxxx X. XxXxxx, a general description President HARBOR CAPITAL ADVISORS, INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, President The foregoing Agreement is hereby accepted as of the investment program of the Subadviser with respect to the Subadviser Assetsdate thereof. The Adviser XXXXXXXX CAPITAL MANAGEMENT, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: General Counsel and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.CCO
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser parties agree and acknowledge that the Sub-Advisor is the sole owner of the name and xxxx "Xxxxxxx 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 Xxxx") under this Agreement shall inure to the benefit of the Sub-Advisor. The use by the Trust on its own behalf or on behalf of the Fund of any Sub-Advisor Xxxx in any advertisement or sales literature or other 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 investing public in any disclosure document, advertisement or sales literature or other materials promoting the Fund. Such consent shall not be required for any documents or other materials intended for use by the nameTrust'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, logo, insigniasales 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 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 identifying xxxx 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 affiliates for use in Sales Material prepared by WM Advisors or its affiliates. Consent by the Sub-Advisor to such use of any Sub-Advisor Xxxx and any such representation shall not be unreasonably withheld and shall be deemed to be given if no written objection is received by the Trust, the Fund or WM Advisors within 5 business days after the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto request is made by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will or WM Advisors for such use of any Sub-Advisor Xxxx or any such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assetsrepresentation. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon Upon termination of this AgreementAgreement for any reason, the Trust and WM Advisors shall cease all use of any Sub-Advisor Xxxx(s) as soon as reasonably practicable. Other than materials which contain only If WM Advisors or the name or appointment Fund makes an unauthorized use of the Subadviser Sub-Advisor's names, derivatives, logos, trademarks, service marks or language trade names, the parties acknowledge that is identical the Sub-Advisor shall suffer irreparable hardship for which monetary damages are inadequate and thus, the Sub-Advisor will be entitled to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofinjunctive relief.
Appears in 1 contract
Samples: Wm Variable Trust
Use of Names. It is understood and acknowledged by the Adviser that the phrase “Artisan” and any logos associated with that name are the valuable property of the Subadviser. The Subadviser hereby consents to the Portfolio being named the Brighthouse/Artisan International Portfolio. The Adviser shall not use the name, logo, insignia, or other identifying xxxx of the Trust, the Fund or the Adviser name “Artisan” or any of their affiliates the other names of the Subadviser or its affiliated companies or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser 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 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. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use such phrase and logos without further notice or action on the part of the Subadviser. 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 in writing prior thereto by the Adviser; provided, however, that during the term Adviser shall approve all uses of this Agreement, the Subadviser may use the Adviser’s its or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, SEC or a state securities commission; and, lawprovided, regulationfurther, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains that in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund no event shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 1 contract
Samples: Investment Subadvisory Agreement (Brighthouse Funds Trust I)
Use of Names. The Subadviser shall not use the name, logo, insignia, or other identifying xxxx of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser, which approval shall not be unreasonably withheld; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof, it being agreed that the Subadviser shall have no responsibility to ensure the adequacy of the form of such materials for purposes of the Securities Act, the Investment Company Act, or other applicable laws and regulations.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Six Circles Trust)
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying mark, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, 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 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 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 Licensed IP for review by you, from time to time, upon your reasonable request. The Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all BYRON PLACE CAPITAX XXXAGEMENT, LLC HARBOR ACTIVE SMALL CAP ETF AUGUST 12, 2024 Materials containing the Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations, together with other general information regarding . The agreement to the Subadviser and its affiliates, including, without limitation, a general description provisions of the investment program of the Subadviser this Section 14 shall terminate automatically with respect to a Fund upon termination of this Agreement for the Subadviser AssetsFund. The Adviser and Advisor will cease the Fund shall cease to use the name of the Subadviser Licensed IP in any newly printed materials Materials for the Fund (except as may be reasonably necessary to comply with applicable law or as required in connection with regulatory reporting in connection with the Trust’s standard reportingFund) promptly upon termination of this Agreement. Other than materials which contain only BYRON PLACE CAPITAX XXXAGEMENT, LLC HARBOR ACTIVE SMALL CAP ETF AUGUST 12, 2024 If you are in agreement with the name or appointment 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 HARBOR ACTIVE SMALL CAP ETF /s/ Charles F. McCain Xx: Charles F. McCain, Xxxxxxxxx XXXXXR CAPITAL ADVISORS, INC. /s/ Kristof M. Gleich Xx: Kristof M. Gleich, Xxxxxxxxx The foregoing Agreement is hereby accepted as of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Informationdate thereof. BYRON PLACE CAPITAX XXXAGEMENT, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.LLC /s/ Glenn Gawronski Bx: Name: Glenn Gawronski Xxxxx: Xxxxxipal Owner
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser shall not use the name, logo, insignia, or other identifying xxxx of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the FundFund only in the form, style and type prescribed by the Subadviser. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten business days of their receipt thereof.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Six Circles Trust)
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating any advertising, promotional or other material, whether in written, electronic or other form, distributed to the Subadviser in any manner not approved in writing unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For both parties agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing Fund, subject to the services set forth hereinterms of this paragraph 14, (i) 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 “Adviser Licensed IP”) on its website and in advertising, promotional and marketing materials for the Trust (collectively, “Adviser Materials”); and (ii) the Sub-Adviser shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use each Fund’s name, including any short form thereof, logo or other identifying mark, and trade name, along with your relationship with the Adviser and the Fund shall have a royalty(collectively, the “Sub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited Adviser Licensed IP”) solely for the purpose of identifying the Subadviser Fund and/or the Adviser as a clients and as required by applicable law (collectively, “Sub-Adviser Materials”). The Adviser will be permitted to use the Adviser Licensed IP in any Adviser Materials solely for the purpose of identifying you as the subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Trust, without your prior approval. The Subadviser acknowledges and agrees that With respect to all other Adviser Materials, the Adviser’s use of the Adviser Licensed IP will be subject to your prior review and approval of a sample of such Adviser Materials, and you agree to use reasonable efforts to review such samples of Adviser Materials within five business days of their receipt. Following your review and approval of a sample of any Adviser Materials containing the Adviser Licensed IP, the Fund Adviser will thereafter be permitted to modify such Adviser Materials (and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable lawsmodified Adviser Materials), rules and regulations, together with other general information regarding the Subadviser and its affiliateswithout your approval, including, without limitation, a general description in order to update statistical data or identifying information regarding any new or existing series or subadviser of the investment program Trust, provided that the modifications do not materially change the character or substance of the Subadviser with respect Adviser Materials. Notwithstanding anything to the Subadviser Assetscontrary herein, the Adviser agrees that it will provide copies of any Adviser Materials containing the Adviser Licensed IP for review by you, from time to time, upon your reasonable request. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.BLUECOVE LIMITED
Appears in 1 contract
Samples: Harbor Funds
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For both parties agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing Fund, subject to the services set forth hereinterms of this paragraph 14, (i) 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 “Adviser Licensed IP”) on its website and in advertising, promotional and marketing materials for the Trust (collectively, “Adviser Materials”), and (ii) the Sub-Adviser shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the Fund’s name, including any short form thereof, logo or other identifying mark, and trade name, along with your relationship with the Adviser and the Fund shall have a royalty(collectively, the “Sub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited Adviser Licensed LP”) solely for the purpose of identifying the Subadviser Fund and/or the Adviser as a clients and as required by applicable law (collectively, “Sub-Adviser Materials”). The Adviser will be permitted to use the Adviser Licensed IP in any Adviser Materials solely for the purpose of identifying you as the subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, without your prior approval. With respect to all other Adviser Materials, the Adviser’s use of the Adviser Licensed IP will be subject to your prior review and approval of a sample of such Adviser Materials, and you agree to use reasonable efforts to review such samples of Adviser Materials within five business days of their receipt. Following your review and approval of a sample of any Adviser Materials containing the Adviser Licensed IP, the Adviser will thereafter be permitted to modify such Adviser Materials (and use such modified Adviser 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 Adviser Materials. Notwithstanding anything to the contrary herein, the Adviser agrees that it will provide copies of any Adviser Materials containing the Adviser Licensed IP for review by you, from time to time, upon your reasonable request. The Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the Adviser, the Fund Adviser Licensed IP in any way. You and the Fund’s distributor Adviser both acknowledge that neither party will use such names in communications about acquire any right, title or interest to the Adviser Licensed IP or the Sub-Adviser Licensed IP, respectively, or any of the goodwill associated therewith. The Adviser further agrees that it will be responsible for ensuring that all Adviser Materials containing the Adviser Licensed IP which are used to market the Fund to current and prospective investors in accordance will comply with all applicable laws, rules and regulations, together with other general information regarding . You further agree that you will be responsible for ensuring that all Sub-Adviser Materials containing the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Sub-Adviser and the Fund shall cease to use the name of the Subadviser Licensed IP which are used as contemplated in any newly printed materials (except as may be reasonably necessary to this paragraph 14 will comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreementlaws, rules and regulations. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional InformationC WORLDWIDE ASSET MANAGEMENT FONDSMAEGLERSELSKAB A/S HARBOR INTERNATIONAL COMPOUNDERS FUND MARCH 1, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.2024
Appears in 1 contract
Samples: Harbor Funds
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying mark, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. AQR Capital Management, LLC EMBARK COMMODITY STRATEGY FUND JANUARY 17, 2024 The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, 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 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 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 Licensed IP for review by you, from time to time, upon your reasonable request. The Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the AdviserLicensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Fund and Licensed IP or any of the Fund’s distributor goodwill associated therewith. The Adviser further agrees that it will use such names in communications about be responsible for ensuring that all Materials containing the Fund to current and prospective investors in accordance Licensed IP will comply with all applicable laws, rules and regulations. Upon termination of this Agreement for any reason, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Trust agree to promptly (i) cease and cause the Fund shall to cease to all use the name of the Subadviser in any newly printed materials Licensed IP and (except as may be reasonably ii) take all necessary action to comply with applicable law or as required in connection with cause the Trust’s standard reporting) promptly upon termination Registration Statement and any other relevant documentation to be amended to reflect that you no longer serve as sub-investment adviser to the Fund. AQR Capital Management, LLC EMBARK COMMODITY STRATEGY FUND JANUARY 17, 2024 If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this AgreementAgreement and return one such counterpart to the Fund and the other such counterpart to the Adviser, whereupon this Agreement shall become a binding contract. Other than materials which contain only the name or appointment PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. HARBOR FUNDS II ON BEHALF OF EMBARK COMMODITY STRATEGY 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 or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Informationdate thereof. AQR CAPITAL MANAGEMENT, all sales LLC By: /s/ Xxxxxx XxxXxxx Name: Xxxxxx XxxXxxx Title: Managing Director and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.Authorized Signatory
Appears in 1 contract
Samples: Harbor Funds II
Use of Names. The Subadviser Trust, Adviser and Sub-Adviser acknowledge that all rights to the name "LoCorr" belong to the Adviser and all rights to the name “Gxxxxx” or “Gxxxxx Capital Management” 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 name "LoCorr" or “Gxxxxx” or “Gxxxxx Capital Management”, respectively, shall not automatically cease on the 90th day following the termination of this Agreement. The right to the name may also be withdrawn by the Adviser or Sub-Adviser during the term of the 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 namename "LoCorr" or the Sub-Adviser’s right to use the name “Gxxxxx” or “Gxxxxx Capital Management” in the name of, logoor in connection with, insigniaany other business enterprises with which, respectively, the Adviser or Sub-Adviser or may become 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, proxy statements, reports to shareholders, sales literature, or other identifying xxxx material prepared for distribution to interest holders of the Trust, the Fund or the public that refer in any way to the Sub-Adviser (other than identifying the Sub-Adviser as Sub-Adviser to the Fund) to the Sub-Adviser at its principal office for review prior to use, and the Sub-Adviser agrees to review such materials by a reasonable and appropriate deadline. Neither the Adviser, nor the Fund nor any affiliate of the foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of their Sub-Adviser, its subsidiaries and/or affiliates or any derivative or logo or trade or service xxxx thereof(collectively, or disclose information related to the business of the “Sub-Adviser or any of its affiliates in material relating to the Subadviser Marks”) in any manner advertising or promotional materials without Sub-Adviser’s prior written approval, which will not approved in writing prior thereto by be unreasonably withheld. In the Adviser; provided, however, that during the term event of termination of this Agreement, the Subadviser may use Adviser will continue to furnish to the Adviser’s or Sub-Adviser copies of any of the Trust’s name and above-mentioned materials that of their affiliates which merely refer in accurate terms any way to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royaltySub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the FundAdviser. The Subadviser acknowledges and agrees that provisions of this paragraph shall survive the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 1 contract
Use of Names. The Subadviser shall not use the name, trademark, service xxxx, logo, insignia, or other identifying xxxx of the Trust, the any Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term Adviser shall approve all uses of this Agreementits, the Subadviser may use the Advisera Fund’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, SEC or a state securities commission; and provided, lawfurther, regulationthat in no event shall such approval be unreasonably withheld. The Adviser shall not (i) use the name, court order trademark, service xxxx, logo, insignia, or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and identifying xxxx of the Subadviser is providing or any of its affiliates or any derivative thereof, or (ii) disclose information related to the services set forth herein, Subadviser Assets or the Adviser and the Fund shall have a royalty-free license to use the name business of the Subadviser, including any short-form of such name, Subadviser or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, includingin any manner not approved prior thereto by the Subadviser; provided, without limitationhowever, a general description of the investment program of that the Subadviser with respect shall approve all uses of its name which merely refer in accurate terms to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser hereunder or language which are required by the SEC or a state securities commission; and provided, further that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser in no event shall be subject to the review and such approval of the Subadviser, which approval shall not be unreasonably withheld, and . Materials which have been previously approved or those that only refer to the Subadviser’s or Adviser’s name or logo are not subject to such prior approval provided the Subadviser agrees to use commercially reasonable efforts to review all or Adviser shall ensure that such material promptly, but no later than ten days of their receipt thereofmaterials are consistent with those which were previously approved by the Subadviser or Adviser.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (JPMorgan Trust I)
Use of Names. The Subadviser Trust, Adviser and Sub-Adviser acknowledge that all rights to the name "LoCorr" belong to the Adviser and all rights to the name “Millburn” and “Millburn Ridgefield LLC” 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 name "LoCorr" or “Millburn” or “Millburn Ridgefield LLC,” respectively, shall not automatically cease on the 90th day following the termination of this Agreement. The right to the name may also be withdrawn by the Adviser or Sub-Adviser during the term of the Management Agreement or this Agreement, respectively, 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 namename "LoCorr" or the Sub-Adviser’s right to use the name “Millburn” or “Millburn Ridgefield LLC” in the name of, logoor in connection with, insigniaany other business enterprises with which, respectively, the Adviser or Sub-Adviser or may become associated. There is no charge to the Trust for the right to use these names. The Adviser agrees to submit copies of all proposed prospectuses, proxy statements, reports to shareholders, sales literature, or other identifying xxxx material prepared for distribution to interest holders of the Trust, the Fund or the public that refer in any way to the Sub-Adviser (other than identifying the Sub-Adviser as Sub-Adviser to the Fund) to the Sub-Adviser at its principal office for review prior to use, and the Sub-Adviser agrees to review such materials by a reasonable and appropriate deadline. Neither the Adviser, nor the Fund nor any affiliate of the foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of their Sub-Adviser, its subsidiaries and/or affiliates or any derivative or logo or trade or service xxxx thereof(collectively, or disclose information related to the business of the “Sub-Adviser or any of its affiliates in material relating to the Subadviser Marks”) in any manner advertising or promotional materials without Sub-Adviser’s prior written approval, which will not approved in writing prior thereto by be unreasonably withheld. In the Adviser; provided, however, that during the term event of termination of this Agreement, the Subadviser may use Adviser will continue to furnish to the Adviser’s or Sub-Adviser copies of any of the Trust’s name and above-mentioned materials that of their affiliates which merely refer in accurate terms any way to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royaltySub-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the FundAdviser. The Subadviser acknowledges and agrees that provisions of this paragraph shall survive the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.
Appears in 1 contract
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating any advertising, promotional or other material, whether in written, electronic or other form, distributed to the Subadviser in any manner not approved in writing unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For both parties agree that for so long as the a Fund remains in existence and you serve as subadviser to a Fund, subject to the Subadviser is providing the services set forth hereinterms of this paragraph 14, (i) the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any shortshort form thereof, logo or other identifying xxxx, and trade name (collectively, the “Adviser Licensed IP”) on its website and in advertising, promotional and marketing materials for the Trust (collectively, “Adviser Materials”); and (ii) the Sub-form of such Adviser shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use each Fund’s name, or including any combination or derivation short form thereof, limited logo or other identifying xxxx, and trade name, along with your relationship with the Adviser and the Funds (collectively, the “Sub-Adviser Licensed IP”) solely for the purpose of identifying a Fund and/or the Subadviser Adviser as a clients and as required by applicable law (collectively, “Sub-Adviser Materials”). The Adviser will be permitted to use the Adviser Licensed IP in any Adviser Materials solely for the purpose of identifying you as the subadviser to the FundFunds or including you in a listing of entities that serve as subadvisers to the series of the Trust, without your prior approval. With respect to all other Adviser Materials, the Adviser’s use of the Adviser Licensed IP will be subject to your prior review and approval of a sample of such Adviser Materials, and you agree to use reasonable efforts to review such samples of Adviser Materials within five business days of their receipt. Following your review and approval of a sample of any Adviser Materials containing the Adviser Licensed IP, the Adviser will thereafter be permitted to modify such Adviser Materials (and use such modified Adviser Materials), without your approval, including, BLUECOVE LIMITED HARBOR SCIENTIFIC ALPHA INCOME ETF HARBOR SCIENTIFIC ALPHA HIGH-YIELD ETF SEPTEMBER 16, 2021 without limitation, in order to update statistical data or identifying information regarding any new or existing series or subadviser of the Trust, provided that the modifications do not materially change the character or substance of the Adviser Materials. Notwithstanding anything to the contrary herein, the Adviser agrees that it will provide copies of any Adviser Materials containing the Adviser Licensed IP for review by you, from time to time, upon your reasonable request. The Subadviser acknowledges and Adviser agrees that it will not edit, excerpt or modify the Adviser, the Fund Adviser Licensed IP in any way. You and the Fund’s distributor Adviser both acknowledge that neither party will use such names in communications about acquire any right, title or interest to the Fund Adviser Licensed IP or the Sub-Adviser Licensed IP, respectively, or any of the goodwill associated therewith. The Adviser further agrees that it will be responsible for ensuring that all Adviser Materials containing the Adviser Licensed IP which are used to market the Funds to current and prospective investors in accordance will comply with all applicable laws, rules and regulations, together with other general information regarding . You further agree that you will be responsible for ensuring that all Sub-Adviser Materials containing the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Sub-Adviser and the Fund shall cease to use the name of the Subadviser Licensed IP which are used as contemplated in any newly printed materials (except as may be reasonably necessary to this paragraph 14 will comply with applicable law or as required laws, rules and regulations. BLUECOVE LIMITED HARBOR SCIENTIFIC ALPHA INCOME ETF HARBOR SCIENTIFIC ALPHA HIGH-YIELD ETF SEPTEMBER 16, 2021 If you are in connection agreement with the Trust’s standard reporting) promptly upon termination foregoing, please sign the form of acceptance on the accompanying counterpart of this AgreementAgreement and return one such counterpart to the Funds and the other such counterpart to the Adviser, whereupon this Agreement shall become a binding contract. Other than materials which contain only the name or appointment HARBOR ETF TRUST ON BEHALF OF HARBOR SCIENTIFIC ALPHA INCOME ETF AND HARBOR SCIENTIFIC ALPHA HIGH-YIELD ETF, 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 or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt date thereof.. BLUECOVE LIMITED By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: CEO
Appears in 1 contract
Samples: Harbor ETF Trust
Use of Names. The Subadviser Neither party shall not use the name, logo, insignia, trademark or other identifying xxxx trade name of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser other party or any of its affiliates in material relating or refer to the Subadviser existence of this Agreement in any manner not approved advertising, promotional or other material, whether in writing written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment written approval of the Subadviser hereunder or which are required by non-disclosing party. Notwithstanding the SECforegoing, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For you agree that for so long as the Fund remains in existence and you serve as subadviser to the Subadviser is providing the services set forth hereinFund, the Adviser and the Fund shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use the name of the Subadviseryour name, including any short-short form of such name, or any combination or derivation thereof, limited logo or other identifying xxxx, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the Subadviser as a subadviser to the FundFund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, without your prior approval. The Subadviser acknowledges and agrees that 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 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 Fund Adviser will thereafter be permitted to modify such Materials (and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable lawsmodified Materials), rules and regulations, together with other general information regarding the Subadviser and its affiliateswithout your approval, including, without limitation, a general description in order to update statistical data or identifying information regarding any new or existing series or subadviser of the investment program Harbor funds, provided that the modifications do not materially change the character or substance of the Subadviser with respect Materials. Notwithstanding anything to the Subadviser Assets. The contrary herein, the Adviser and agrees that it will provide copies of any Materials containing the Fund shall cease Licensed IP for review by you, from time to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly time, upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially your reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereofrequest.
Appears in 1 contract
Samples: Harbor Funds