Reference to Adviser and Subadviser. (a) The Subadviser grants, subject to the conditions below, the Adviser non-exclusive rights to use, display and promote trademarks of the Subadviser in conjunction with any activity associated with the Fund. In addition, the Adviser may promote the identity of and services provided by the Subadviser to the Adviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials. The Adviser shall protect the goodwill and reputation of the Subadviser in connection with marketing and promotion of the Fund. The Adviser shall submit to the Subadviser for its review and approval all such public informational or sales materials relating to the Fund (including, without limitation, prospectuses, proxy statements and reports to shareholders) that refer in any way to the Subadviser or refer to or contain any recognizable variant or any registered ▇▇▇▇ or logo or other proprietary designation of the Subadviser. Approval shall not be unreasonably withheld by the Subadviser and notice of approval or disapproval will be provided promptly. Subsequent advertising or promotional materials having very substantially the same form as previously approved by the Subadviser may be used by the Adviser without obtaining the Subadviser’s consent unless such consent is withdrawn in writing by the Subadviser. If the name of the Subadviser or any variant thereof is included in the name of the Fund, such Fund name shall be changed to remove the name of the Subadviser or variant within one (1) business day following the earlier of (i) the termination of this Agreement and (ii) except during the initial start-up phase of the Fund, the failure of the Subadviser Assets for more than (60) sixty continuous days or more than ninety (90) total days, in each case in any twelve (12) month period, to constitute at least 50% of the total net assets of the Fund (unless otherwise agreed in writing by the Subadviser). After the initial start-up phase of the Fund, the Adviser shall promptly notify the Subadviser when the Subadviser Assets fail to constitute more than 50% of the total net assets of the Fund and when such 50% threshold is again exceeded. The Adviser and the Subadviser agree that at certain times it may advantageous for shareholders to hold the Fund’s assets in cash, as a temporary defensive position or otherwise. In such case, compliance with clause (ii) above may be temporarily waived by the Subadviser in its discretion. For purposes of this subsection (a), the initial start-up phase of the Fund will be completed upon the earlier of (x) 180 days following the first date on which shares in the Fund are sold and (y) the first date on which the Fund’s net asset value exceeds $100 million. The Adviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Adviser to satisfy the foregoing obligations. (b) Neither the Subadviser nor any Affiliate or agent of the Subadviser shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the Fund or to the Subadviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed and notice of approval or disapproval will be provided promptly. Subsequent advertising or promotional materials having very substantially the same form as previously approved by the Adviser may be used by the Subadviser without obtaining the Adviser’s consent unless such consent is withdrawn in writing by the Adviser. The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation. Notwithstanding the foregoing, the Adviser acknowledges and agrees that the Subadviser may identify the Adviser as a client of the Subadviser, which identification may include a statement describing the Subadviser’s role with respect to the Adviser and the Fund.
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Reference to Adviser and Subadviser. (a) The Subadviser grants, subject to the conditions below, the Adviser non-exclusive rights to use, display and promote trademarks of the Subadviser in conjunction with any activity associated with the Fund. In addition, the Adviser may promote the identity of and services provided by the Subadviser to the Adviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials. The Adviser shall protect the goodwill and reputation of the Subadviser in connection with marketing and promotion of the Fund. The Adviser shall submit to the Subadviser for its review and approval all such public informational or sales materials relating to the Fund (including, without limitation, prospectuses, proxy statements and reports to shareholders) that refer in any way to the Subadviser or refer to or contain any recognizable variant or any registered ▇m▇▇▇ or logo or other proprietary designation of the Subadviser. Approval shall not be unreasonably withheld by the Subadviser and notice of approval or disapproval will be provided promptly. Subsequent advertising or promotional materials having very substantially the same form as previously approved by the Subadviser may be used by the Adviser without obtaining the Subadviser’s consent unless such consent is withdrawn in writing by the Subadviser. If the name of the Subadviser or any variant thereof is included in the name of the Fund, such Fund name shall be changed to remove the name of the Subadviser or variant within one (1) business day following the earlier of (i) the termination of this Agreement and (ii) except during the initial start-up phase of the Fund, the failure of the Subadviser Assets for more than (60) sixty continuous days or more than ninety (90) total days, in each case in any twelve (12) month period, to constitute at least 50% of the total net assets of the Fund (unless otherwise agreed in writing by the Subadviser). After the initial start-up phase of the Fund, the Adviser shall promptly notify the Subadviser when the Subadviser Assets fail to constitute more than 50% of the total net assets of the Fund and when such 50% threshold is again exceeded. The Adviser and the Subadviser agree that at certain times it may advantageous for shareholders to hold the Fund’s assets in cash, as a temporary defensive position or otherwise. In such case, compliance with clause (ii) above may be temporarily waived by the Subadviser in its discretion. For purposes of this subsection (a), the initial start-up phase of the Fund will be completed upon the earlier of (x) 180 days following the first date on which shares in the Fund are sold and (y) the first date on which the Fund’s net asset value exceeds $100 million. The Adviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Adviser to satisfy the foregoing obligations.
(b) Neither the Subadviser nor any Affiliate or agent of the Subadviser shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the Fund or to the Subadviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed and notice of approval or disapproval will be provided promptly. Subsequent advertising or promotional materials having very substantially the same form as previously approved by the Adviser may be used by the Subadviser without obtaining the Adviser’s consent unless such consent is withdrawn in writing by the Adviser. The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation. Notwithstanding the foregoing, the Adviser acknowledges and agrees that the Subadviser may identify the Adviser as a client of the Subadviser, which identification may include a statement describing the Subadviser’s role with respect to the Adviser and the Fund.
Appears in 1 contract