Common use of Reference to the Subadviser Clause in Contracts

Reference to the Subadviser. Neither the Trust nor the Adviser or any affiliate or agent thereof shall make reference to or use the name of the Subadviser or any of its affiliates or any derivation thereof or logo associated therewith in any advertising or promotional materials or otherwise without the prior approval of the Subadviser. Any such withholding of approval by the Subadviser shall be made in writing to the Adviser and shall indicate the specific reason(s) why such approval is being withheld. It is understood that “Massachusetts Financial Services Company” or “MFS” or any derivative names or logos associated with such name are the valuable property of the Subadviser or some other MFS entity, that the Trust has the right to include such phrase as a part of the name of the series of the Trust managed by the Subadviser only so long as this Agreement shall continue, and that the Subadviser does, in fact, consent to the use of such name as a part of the name of the series of the Trust identified herein. The Subadviser represents and warrants that the inclusion of “Massachusetts Financial Services Company” or “MFS” in the name of the series of the Trust identified herein shall not: (i) infringe the title or any patent, copyright, trade secret, trademark, service mark, or other proprietary right of any third party; or (ii) violate the terms of any agreement or other instrument to which the Subadviser or any of its affiliates is a party. None of the Trust, the Portfolio or the Adviser or any affiliate or agent (collectively or individually, “Trademark User”) thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior approval of the Subadviser, prior to first use, which approval shall not be unreasonably withheld. In the event the Subadviser provides approval, the Subadviser grants a limited, non-exclusive revocable license to use the Subadviser’s name and/or logo in the form provided by the Subadviser (“Subadviser Trademarks”) on Trademark User’s website or in Trademark User’s hardcopy materials solely in connection with its listing the Subadviser as a Subadviser of Trademark User/solely in connection with its performance of services for or on behalf of the Subadviser. If requested, prior to using Subadviser Trademarks on Trademark User’s website and/or in hardcopy materials, Trademark User will provide the Subadviser with a copy of the proposed webpage and/or hardcopy materials containing the Subadviser Trademarks and the Subadviser may in its sole discretion elect to not allow the Subadviser Trademarks to be used in such a manner. Trademark User acknowledges and agrees that exclusive right, title and interest in and to the Subadviser Trademarks are held by the Subadviser or its affiliates. Trademark User agrees to update the Subadviser Trademarks within 30 days of its receipt of new or revised Subadviser Trademarks from the Subadviser. Notwithstanding the foregoing, the Subadviser may revoke the right for Trademark User to use Subadviser Trademarks at any time upon notice to Trademark User. Trademark User represents, warrants and covenants that it shall not use any Subadviser Trademarks in any manner that would be detrimental to the Subadviser’s business. Additionally, if changes are made to such materials thereafter, the Portfolio shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trademark Users thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any form, including but not limited to advertising or promotional materials and shall purge all references and occasions of use of the Subadviser Trademarks from its website and other materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio, the Trust, the Portfolio and the Adviser may use the name “MFS” in the Registration Statement, shareholder reports, and other filings with the SEC, or after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior consent.

Reference to the Subadviser. Neither It is understood that the Trust nor the Adviser names “▇▇▇▇▇▇▇ ▇▇▇▇▇” and “▇▇▇▇▇▇▇ Sachs Asset Management” or any affiliate trademark, trade name, service ▇▇▇▇, or agent thereof shall make reference to logo, or use the name any variation of such trademark, trade name, service ▇▇▇▇, or logo of the Subadviser or any of its affiliates or any derivation thereof or logo associated therewith in any advertising or promotional materials or otherwise without (collectively, the prior approval of the Subadviser. Any such withholding of approval by the Subadviser shall be made in writing to the Adviser and shall indicate the specific reason(s“▇▇▇▇▇▇▇ ▇▇▇▇▇ Marks”) why such approval is being withheld. It is understood that “Massachusetts Financial Services Company” or “MFS” or any derivative names or logos associated with such name are the valuable property of the Subadviser or some other MFS entity, and its affiliates and that the Trust has Portfolio(s) or its affiliates have the right to include use such phrase as a part ▇▇▇▇▇▇▇ Sachs Marks in offering materials of the name Portfolio(s) only with the prior written approval of the series of the Trust managed by the Subadviser and only for so long as this Agreement shall continue, and that the Subadviser does, in fact, consent is a subadviser to the use Portfolio(s); provided, however, if such usage is for the purpose of such name as meeting a part of the name of the series of the Trust identified herein. The Subadviser represents disclosure obligation under laws, rules, regulations, statutes and warrants that the inclusion of “Massachusetts Financial Services Company” codes, whether state or “MFS” in the name of the series of the Trust identified herein shall not: (i) infringe the title or any patent, copyright, trade secret, trademark, service mark, or other proprietary right of any third party; or (ii) violate the terms of any agreement or other instrument to which the Subadviser or any of its affiliates is a party. None of the Trustfederal, the Portfolio or the Adviser or any affiliate or agent (collectively or individually, “Trademark User”) thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials without the Subadviser’s prior approval of the Subadviser, prior to first use, which approval written consent shall not be unreasonably withheld. In the event the Subadviser provides approvalrequired for such offering materials (e.g., the Subadviser grants a limitedprospectuses, non-exclusive revocable license to use the Subadviser’s name and/or logo in the form provided by the Subadviser (“Subadviser Trademarks”) on Trademark User’s website statements of additional information or in Trademark User’s hardcopy materials solely in connection with its listing the Subadviser as a Subadviser of Trademark User/solely in connection with its performance of services for or on behalf of the Subadviser. If requested, prior to using Subadviser Trademarks on Trademark User’s website and/or in hardcopy materials, Trademark User will provide the Subadviser with a copy of the proposed webpage and/or hardcopy materials containing the Subadviser Trademarks and the Subadviser may in its sole discretion elect to not allow the Subadviser Trademarks to be used in such a manner. Trademark User acknowledges and agrees that exclusive right, title and interest in and to the Subadviser Trademarks are held by the Subadviser or its affiliates. Trademark User agrees to update the Subadviser Trademarks within 30 days of its receipt of new or revised Subadviser Trademarks from the Subadviser. Notwithstanding the foregoing, the Subadviser may revoke the right for Trademark User to use Subadviser Trademarks at any time upon notice to Trademark User. Trademark User represents, warrants and covenants that it shall not use any Subadviser Trademarks in any manner that would be detrimental to the Subadviser’s businessshareholder reports). Additionally, if substantive changes are made to such materials thereafter, the Portfolio Portfolio(s) shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trademark Users Trust, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates such ▇▇▇▇▇▇▇ ▇▇▇▇▇ Marks in any form, including but not limited to advertising or promotional materials and shall purge all references and occasions of use of the Subadviser Trademarks from its website and other materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the PortfolioPortfolio(s), the Trust, the Portfolio Portfolio(s) and the Adviser may use the name “MFS” of the Subadviser or any of its affiliates in the Registration Statement, shareholder reports, and other filings with the SECSecurities and Exchange Commission, or after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior written consent.

Reference to the Subadviser. Neither the Trust nor the Adviser or any affiliate or agent thereof shall make reference to or use the name of the Subadviser or any of its affiliates or any derivation thereof or logo associated therewith in any advertising or promotional materials or otherwise without the prior approval of the Subadviser. Any such withholding of approval by the Subadviser shall be made in writing to the Adviser and shall indicate the specific reason(s) why such approval is being withheld. It is understood that “Massachusetts Financial Services Company▇.▇. ▇▇▇▇▇▇ Investment Management Inc.” or “MFSJPMorgan” or any derivative names or logos associated with such name are the valuable property of the Subadviser or some other MFS JPMorgan entity, that the Trust has the right to include such phrase JPMorgan as a part of the name of the series of the Trust managed by the Subadviser only so long as this Agreement shall continue, and that the Subadviser does, in fact, consent to the use of such name JPMorgan as a part of the name of the series of the Trust identified herein. The Subadviser represents and warrants that To the best of Subadviser’s knowledge the inclusion of “Massachusetts Financial Services Company” or “MFSJPMorgan” in the name of the series of the Trust identified herein shall does not: (i) infringe the title or any patent, copyright, trade secret, trademark, service mark, or other proprietary right of any third party; or (ii) violate the terms of any agreement or other instrument to which the Subadviser or any of its affiliates is a party. None of the Trust, the Portfolio or the Adviser or any affiliate or agent (collectively or individually, “Trademark User”) thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior approval of the Subadviser, prior to first use, which approval shall not be unreasonably withheld. In the event the Subadviser provides approval, the Subadviser grants a limited, non-exclusive revocable license to use the Subadviser’s name and/or logo in the form provided by the Subadviser (“Subadviser Trademarks”) on Trademark User’s website or in Trademark User’s hardcopy materials solely in connection with its listing the Subadviser as a Subadviser of Trademark User/solely in connection with its performance of services for or on behalf of the Subadviser. If requested, prior to using Subadviser Trademarks on Trademark User’s website and/or in hardcopy materials, Trademark User will provide the Subadviser with a copy of the proposed webpage and/or hardcopy materials containing the Subadviser Trademarks and the Subadviser may in its sole discretion elect to not allow the Subadviser Trademarks to be used in such a manner. Trademark User acknowledges and agrees that exclusive right, title and interest in and to the Subadviser Trademarks are held by the Subadviser or its affiliates. Trademark User agrees to update the Subadviser Trademarks within 30 days of its receipt of new or revised Subadviser Trademarks from the Subadviser. Notwithstanding the foregoing, the Subadviser may revoke the right for Trademark User to use Subadviser Trademarks at any time upon notice to Trademark User. Trademark User represents, warrants and covenants that it shall not use any Subadviser Trademarks in any manner that would be detrimental to the Subadviser’s business. Additionally, if substantive changes are made to such materials thereafter, the Portfolio shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trademark Users Trust, the Portfolio or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any form, including but not limited to advertising or promotional materials and shall purge all references and occasions of use of the Subadviser Trademarks from its website and other materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio, the Trust, the Portfolio and the Adviser may use the name “MFS▇.▇. ▇▇▇▇▇▇ Investment Management Inc.” or “JPMorgan” in the Registration Statement, shareholder reports, and other filings with the SEC, or after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior consent.

Reference to the Subadviser. Neither the Trust nor the Adviser or any affiliate or agent thereof shall make reference to or use the name of the Subadviser or any of its affiliates or any derivation thereof or logo associated therewith in any advertising or promotional materials or otherwise without the prior approval of the Subadviser. Any such withholding of approval by the Subadviser shall be made in writing to the Adviser and shall indicate the specific reason(s) why such approval is being withheld. It is understood that “Massachusetts Financial Services Company” or “MFS” or any derivative names or logos associated with such name are the valuable property of the Subadviser or some other MFS entity, that the Trust has the right to include such phrase as a part of the name of the series of the Trust managed by the Subadviser only so long as this Agreement shall continue, and that the Subadviser does, in fact, consent to the use of such name as a part of the name of the series of the Trust identified herein. The Subadviser represents and warrants that the inclusion of “Massachusetts Financial Services Company” or “MFS” in the name of the series of the Trust identified herein shall not: (i) infringe the title or any patent, copyright, trade secret, trademark, service mark, or other proprietary right of any third party; or (ii) violate the terms of any agreement or other instrument to which the Subadviser or any of its affiliates is a party. None of the Trust, the Portfolio or the Adviser or any affiliate or agent (collectively or individually, “Trademark User”) thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior approval of the Subadviser, which approval shall not be unreasonably withheld. During the term of this Agreement, the Adviser shall have permission to use the following trademarks relating to the Subadviser, namely, PYRAMIS, PYRAMIS GLOBAL ADVISORS, and the Pyramis Global Advisors logo (which logo shall be provided by the Subadviser)(collectively, the "Marks") in connection with the sale and marketing of the Portfolio. Adviser shall provide to the Subadviser examples of the proposed materials bearing any Marks used as trademarks (collectively, "Materials") for the Subadviser's prior to first usereview and written approval, which approval shall not be unreasonably withheld, conditioned or delayed. In the event the Subadviser provides approval, the Subadviser grants a limited, non-exclusive revocable license to use the Subadviser’s name and/or logo in the form provided by the Subadviser (“Subadviser Trademarks”) on Trademark User’s website or in Trademark User’s hardcopy materials solely in connection with its listing the Subadviser as a Subadviser of Trademark User/solely in connection with its performance of services for or on behalf of the Subadviser. If requested, prior to using Subadviser Trademarks on Trademark User’s website and/or in hardcopy materials, Trademark User will provide the Subadviser with a copy of the proposed webpage and/or hardcopy materials containing the Subadviser Trademarks and the Subadviser may in its sole discretion elect to not allow the Subadviser Trademarks to be used in such a manner. Trademark User acknowledges and agrees that exclusive right, title and interest in and to the Subadviser Trademarks are held by the Subadviser or its affiliatesaffiliates(s) shall review and provide feedback, if any, on the proposed use as soon as possible within five (5) business days following Subadviser's receipt of submitted Materials bearing any Marks. Trademark User agrees to update If the Adviser makes any unauthorized use of any Marks, the Parties acknowledge that the Subadviser Trademarks within 30 days of and its receipt of new affiliates may suffer harm for which monetary damages may be inadequate and remedies under this Agreement or revised Subadviser Trademarks from the Subadviserat law. Notwithstanding any of the foregoing, the Subadviser Adviser may revoke use the right for Trademark User to use Subadviser Trademarks at any time upon notice to Trademark User. Trademark User representsSubadviser's name, warrants and covenants that it shall not use any Subadviser Trademarks "Pyramis Global Advisors, LLC," or "Pyramis Global Advisors" in any manner that would be detrimental to the Subadviser’s business. Additionally, if changes are made to such materials thereafter, the Portfolio shall furnish Materials when referring to the Subadviser in a factual manner without the updated material for approval prior need to first useseek the Subadviser's, which approval shall not be unreasonably withheldor an affiliate's, written consent. Upon the termination or expiration of this Agreement, none the Adviser shall immediately cease all use of the Trademark Users thereof Marks. Upon such termination or expiration of this Agreement, Adviser shall either provide to the Subadviser all Materials bearing any Marks or certify as to the destruction of all such Materials. The Parties agree that, in order to streamline the review and approval process for any Materials bearing any Marks used as trademarks, one or more templates for such Materials may be provided to Subadviser for Subadviser's prior review and approval. Once a template for a particular type of Materials has been approved by Subadviser in accordance with this Agreement (each, an "approved Template"), all materials of the same type or class based on the Approved Template shall be considered approved by Subadviser and Adviser shall not be required to separately submit each example of such Materials to Subadviser for its review or approval; provided, however, that no material change relating to the Subadviser's Marks is made by Adviser as compared to that shown in an Approved Template. Neither the Subadviser nor any affiliate or agent of it shall make reference to or use the name or logo of the Subadviser Adviser or any of its affiliates affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the Portfolio or to the Subadviser, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any form, including but not limited to advertising or promotional materials and without the prior approval of Adviser, which approval shall purge not be unreasonably withheld or delayed. The Subadviser hereby agrees to make all references and occasions of use reasonable efforts to cause any affiliate of the Subadviser Trademarks from its website and other materials. Notwithstanding to satisfy the above, for so long as the Subadviser serves as subadviser to the Portfolio, the Trust, the Portfolio and the Adviser may use the name “MFS” in the Registration Statement, shareholder reports, and other filings with the SEC, or after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior consentforegoing obligation.

Reference to the Subadviser. Neither the Trust nor the Adviser or any affiliate or agent thereof shall make reference to or use the name of the Subadviser or any of its affiliates or any derivation thereof or logo associated therewith in any advertising or promotional materials or otherwise without the prior approval of the Subadviser. Any such withholding of approval by the Subadviser shall be made in writing to the Adviser and shall indicate the specific reason(s) why such approval is being withheld. It is understood that “Massachusetts Financial Services Company” or “MFS” or any derivative names or logos associated with such name are the valuable property of the Subadviser or some other MFS entity, that the Trust has the right to include such phrase as a part of the name of the series of the Trust managed by the Subadviser only so long as this Agreement shall continue, and that the Subadviser does, in fact, consent to the use of such name as a part of the name of the series of the Trust identified herein. The Subadviser represents and warrants that the inclusion of “Massachusetts Financial Services Company” or “MFS” in the name of the series of the Trust identified herein shall not: (i) infringe the title or any patent, copyright, trade secret, trademark, service mark, or other proprietary right of any third party; or (ii) violate the terms of any agreement or other instrument to which the Subadviser or any of its affiliates is a party. None of the Trust, the Portfolio or the Adviser or any affiliate or agent (collectively or individually, “Trademark User”) thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior approval of the Subadviser, which approval shall not be unreasonably withheld. During the term of this Agreement, the Adviser shall have permission to use the following trademarks relating to the Subadviser, namely, PYRAMIS, PYRAMIS GLOBAL ADVISORS, and the Pyramis Global Advisors logo (which logo shall be provided by the Subadviser)(collectively, the “Marks”) in connection with the sale and marketing of the Portfolio. Adviser shall provide to the Subadviser examples of the proposed materials bearing any Marks used as trademarks (collectively, “Materials”) for the Subadviser’s prior to first usereview and written approval, which approval shall not be unreasonably withheld, conditioned or delayed. In Subadviser or its affiliates(s) shall review and provide feedback, if any, on the event proposed use as soon as possible within five (5) business days following Subadviser’s receipt of submitted Materials bearing any Marks. If the Adviser makes any unauthorized use of any Marks, the Parties acknowledge that the Subadviser provides approvaland its affiliates may suffer harm for which monetary damages may be inadequate and remedies under this Agreement or at law. Notwithstanding any of the foregoing, the Subadviser grants a limited, non-exclusive revocable license to Adviser may use the Subadviser’s name and/or logo name, “Pyramis Global Advisors, LLC,” or “Pyramis Global Advisors” in the form provided by the Subadviser (“Subadviser Trademarks”) on Trademark User’s website or in Trademark User’s hardcopy materials solely in connection with its listing the Subadviser as a Subadviser of Trademark User/solely in connection with its performance of services for or on behalf of the Subadviser. If requested, prior to using Subadviser Trademarks on Trademark User’s website and/or in hardcopy materials, Trademark User will provide the Subadviser with a copy of the proposed webpage and/or hardcopy materials containing the Subadviser Trademarks and the Subadviser may in its sole discretion elect to not allow the Subadviser Trademarks to be used in such a manner. Trademark User acknowledges and agrees that exclusive right, title and interest in and any Materials when referring to the Subadviser Trademarks are held by in a factual manner without the need to seek the Subadviser’s, or an affiliate’s, written consent. Upon termination or expiration of this Agreement, the Adviser shall immediately cease all use of the Marks. Upon such termination or expiration of this Agreement, Adviser shall either provide to the Subadviser all Materials bearing any Marks or its affiliatescertify as to the destruction of all such Materials. Trademark User agrees The Parties agree that, in order to update streamline the review and approval process for any Materials bearing any Marks used as trademarks, one or more templates for such Materials may be provided to Subadviser Trademarks within 30 days for Subadviser’s prior review and approval. Once a template for a particular type of its receipt Materials has been approved by Subadviser in accordance with this Agreement (each, an “approved Template”), all materials of new the same type or revised class based on the Approved Template shall be considered approved by Subadviser Trademarks from the Subadviser. Notwithstanding the foregoing, the Subadviser may revoke the right for Trademark User to use Subadviser Trademarks at any time upon notice to Trademark User. Trademark User represents, warrants and covenants that it Adviser shall not use any be required to separately submit each example of such Materials to Subadviser Trademarks in any manner for its review or approval; provided, however, that would be detrimental no material change relating to the Subadviser’s businessMarks is made by Adviser as compared to that shown in an Approved Template. Additionally, if changes are made to such materials thereafter, the Portfolio shall furnish to Neither the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination nor any affiliate or agent of this Agreement, none of the Trademark Users thereof it shall make reference to or use the name or logo of the Subadviser Adviser or any of its affiliates affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the Portfolio or to the Subadviser, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any form, including but not limited to advertising or promotional materials and without the prior approval of Adviser, which approval shall purge not be unreasonably withheld or delayed. The Subadviser hereby agrees to make all references and occasions of use reasonable efforts to cause any affiliate of the Subadviser Trademarks from its website and other materials. Notwithstanding to satisfy the above, for so long as the Subadviser serves as subadviser to the Portfolio, the Trust, the Portfolio and the Adviser may use the name “MFS” in the Registration Statement, shareholder reports, and other filings with the SEC, or after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior consentforegoing obligation.