Common use of Reference to the Subadviser Clause in Contracts

Reference to the Subadviser. The parties agree that the names of the Subadviser and its affiliates and the Subadviser’s and its affiliates’ logos, trademarks, service marks or trade names and any derivatives of such (altogether “Subadviser Property”) are the valuable property of the Subadviser and its affiliates. The Adviser and the Trust may use Subadviser Property only: (1) to identify Subadviser as the subadviser to a Portfolio as required by law or governmental regulations; (2) in marketing materials for a Portfolio provided that such use is limited to: (a) identifying Subadviser and the services performed for the Portfolio by the Subadviser; and (b) providing biographical information about the Subadviser that is accurately derived from information provided by or made public by Subadviser or its affiliates; and (3) to name the Portfolio “▇▇ ▇▇▇▇▇▇▇▇ U.S. Equity Smart Beta Portfolio.” Any other use of Subadviser Property must be expressly pre-approved in writing by Subadviser. Any change in any approved use of Subadviser Property including, without limitation, change in the name of a Portfolio, requires prior approval in writing by the Subadviser. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use Subadviser Property. If the Adviser or the Trust makes any unauthorized use of Subadviser Property, the parties acknowledge that the Subadviser and its affiliates shall suffer irreparable harm for which monetary damages may be inadequate and thus, the Subadviser and its affiliates shall be entitled to injunctive relief, as well as any other remedy available under law.

Reference to the Subadviser. The parties agree that the names of the Subadviser and its affiliates and the Subadviser’s and its affiliates’ logos, trademarks, service marks or trade names and any derivatives of such (altogether “Subadviser Property”) are the valuable property of the Subadviser and its affiliates. The Adviser and the Trust may use Subadviser Property only: (1) to identify Subadviser as the subadviser to a Portfolio as required by law or governmental regulations; (2) in marketing materials for a Portfolio provided that such use is limited to: (a) identifying Subadviser and the services performed for the Portfolio by the Subadviser; and (b) providing biographical information about the Subadviser that is accurately derived from information provided by or made public by Subadviser or its affiliates; and (3) to name the Portfolio “▇▇ ▇▇▇▇▇▇▇▇ U.S. Equity Smart Beta Portfolio.” . Any other use of Subadviser Property must be expressly pre-approved in writing by Subadviser. Any change in any approved use of Subadviser Property including, without limitation, change in the name of a Portfolio, requires prior approval in writing by the Subadviser. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use Subadviser Property. If the Adviser or the Trust makes any unauthorized use of Subadviser Property, the parties acknowledge that the Subadviser and its affiliates shall suffer irreparable harm for which monetary damages may be inadequate and thus, the Subadviser and its affiliates shall be entitled to injunctive relief, as well as any other remedy available under law.